Exhibit  10.4



                                          2




                          REGISTRATION RIGHTS AGREEMENT

     This  Registration  Rights Agreement (this "Agreement") is made and entered
into  as of June 3, 2003, by and between SpaceDev, Inc. , a Colorado corporation
(the  "Company"),  and  Laurus  Master Fund, Ltd., a Cayman Islands company (the
"Purchaser").

     This  Agreement is made pursuant to the Security Agreement, dated as of the
date  hereof,  between the Purchaser and the Company (the "Purchase Agreement"),
and  pursuant  to  the Notes, Warrant and the Additional Warrants (as defined in
the  Warrant).

     The  Company  and  the  Purchaser  hereby  agree  as  follows:

     1.     DEFINITIONS.  Capitalized  terms  used  and  not  otherwise  defined
herein  that are defined in the Purchase Agreement shall have the meanings given
such  terms in the Purchase Agreement.  As used in this Agreement, the following
terms  shall  have  the  following  meanings:

          "Effectiveness  Date"  means  the  90th day following the Filing Date.

          "Effectiveness  Period"  shall  have  the meaning set forth in Section
     2(a).

          "Filing  Date"  means,  with  respect  to  the  Registration Statement
     required  to  be  filed  hereunder,  no  later  than  August  1,  2003.

          "Holder"  or "Holders" means the Purchaser or any of its affiliates or
     transferees  to  the  extent  any  of  them  hold  Registrable  Securities.

          "Indemnified  Party" shall have the meaning set forth in Section 5(c).

          "Indemnifying Party" shall have the meaning set forth in Section 5(c).

          "Losses"  shall  have  the  meaning  set  forth  in  Section  5(a).

          "Notes"  means  the  convertible  promissory  note  issued on the date
     hereof.

          "Proceeding" means an action, claim, suit, investigation or proceeding
     (including,  without  limitation,  an  investigation or partial proceeding,
     such  as  a  deposition),  whether  commenced  or  threatened.

          "Prospectus" means the prospectus included in a Registration Statement
     (including,  without limitation, a prospectus that includes any information
     previously  omitted  from  a  prospectus  filed  as  part  of  an effective
     registration  statement  in  reliance  upon Rule 430A promulgated under the
     Securities  Act),  as amended or supplemented by any prospectus supplement,
     with respect to the terms of the offering of any portion of the Registrable
     Securities  covered by the Registration Statement, and all other amendments
     and supplements to the Prospectus, including post-effective amendments, and
     all  material  incorporated  by  reference  or deemed to be incorporated by
     reference  in  such  Prospectus.

          "Registrable  Securities" means the shares of Common Stock issued upon
     the  conversion  of the Notes and issuable upon exercise of the Warrant and
     the  Additional  Warrants  (as  such  term  is  defined  in  the Warrant) .

          "Registration  Statement" means the registration statement required to
     be filed hereunder, including the Prospectus, amendments and supplements to
     such  registration  statement  or  Prospectus,  including  pre-  and
     post-effective  amendments,  all  exhibits  thereto,  and  all  material
     incorporated by reference or deemed to be incorporated by reference in such
     registration  statement.

          "Rule  144"  means  Rule 144 promulgated by the Commission pursuant to
     the  Securities  Act, as such Rule may be amended from time to time, or any
     similar  rule  or  regulation  hereafter  adopted  by the Commission having
     substantially  the  same  effect  as  such  Rule.

          "Rule  415"  means  Rule 415 promulgated by the Commission pursuant to
     the  Securities  Act, as such Rule may be amended from time to time, or any
     similar  rule  or  regulation  hereafter  adopted  by the Commission having
     substantially  the  same  effect  as  such  Rule.

          "Rule  424"  means  Rule 424 promulgated by the Commission pursuant to
     the  Securities  Act, as such Rule may be amended from time to time, or any
     similar  rule  or  regulation  hereafter  adopted  by the Commission having
     substantially  the  same  effect  as  such  Rule.

          "Warrant"  means  the Common Stock purchase warrant issued pursuant to
     the  Purchase  Agreement.

     2.     REGISTRATION.

          (a) On or prior to the Filing Date, the Company shall prepare and file
     with  the  Commission  a  Registration  Statement  covering the Registrable
     Securities  for  an  offering  to be made on a continuous basis pursuant to
     Rule  415.  The  Registration Statement shall be on Form S-3 (except if the
     Company  is  not  then  eligible  to  register  for  resale the Registrable
     Securities on Form S-3, in which case such registration shall be on another
     appropriate  form  in  accordance  herewith).  The  Company shall cause the
     Registration Statement to become effective and remain effective as provided
     herein.  The  Company  shall use its reasonable commercial efforts to cause
     the  Registration  Statement  to be declared effective under the Securities
     Act  as  promptly as possible after the filing thereof, but in any event no
     later  than  the  Effectiveness  Date,  and  shall  keep  the  Registration
     Statement  continuously  effective  under the Securities Act as provided in
     Section  3(b)  (the  "Effectiveness  Period").

          (b) If: (i) any Registration Statement is not filed on or prior to the
     Filing  Date; (ii) a Registration Statement filed hereunder is not declared
     effective  by  the  Commission  by  the  Effectiveness  Date; (iii) after a
     Registration  Statement  is  filed  with  and  declared  effective  by  the
     Commission,  such  Registration  Statement  ceases  to  be  effective   (by
     suspension  or  otherwise)  as to all Registrable Securities to which it is
     required to relate at any time prior to the expiration of the Effectiveness
     Period  (without  being succeeded immediately by an additional registration
     statement  filed  and  declared effective) for a period of time which shall
     exceed  30  days  in  the  aggregate  per  year or more than 20 consecutive
     calendar  days  (defined as a period of 365 days commencing on the date the
     Registration  Statement is declared effective); or (iv) the Common Stock is
     not  listed  or  quoted, or is suspended from trading on any Trading Market
     for  a  period  of  five (5) consecutive Trading Days (provided the Company
     shall  not have been able to cure such trading suspension within 30 days of
     the notice thereof or list the Common Stock on any of the NASD OTC Bulletin
     Board,  BBX  Exchange,  NASDAQ SmallCap Market, the Nasdaq National Market,
     American  Stock  Exchange   or  New   York  Stock  Exchange  (the  "Trading
     Market"))(any  such  failure or breach being referred to as an "Event," and
     for  purposes of clause (i) or (ii) the date on which such Event occurs, or
     for  purposes  of clause (iii) the date which such 30 day or 20 consecutive
     day period (as the case may be) is exceeded, or for purposes of clause (iv)
     the  date  on  which  such  five  (5) Trading Day period is exceeded, being
     referred to as "Event Date"), then until the applicable Event is cured, the
     Company  shall  pay to each Holder an amount in cash, as liquidated damages
     and  not  as  a  penalty,  equal  to  2.0%  for each thirty (30) day period
     (prorated  for  partial  periods)  on  a  daily  basis  of  the outstanding
     principal  amount  of  the Note. Such liquidation damages shall be paid not
     less  than  each  thirty (30) days during an Event and within five (5) days
     following  the  date  on  which  the  Company  has  cured  such  Event.

     3.     REGISTRATION PROCEDURES.  If and whenever the Company is required by
the  provisions  hereof to effect the registration of the Registrable Securities
under  the  Act,  the  Company  will,  as  expeditiously  as  possible:

          (a)  prepare  and  file  with  the  SEC  a registration statement with
     respect  to  such  securities, promptly as possible respond to any comments
     received  from  the SEC and use its best efforts to cause such registration
     statement to become and remain effective for the period of the distribution
     contemplated  thereby (determined as herein provided), and promptly provide
     to  the  Purchaser  copies  of  all  filings  and  SEC  letters of comment;

          (b)  prepare  and file with the SEC such amendments and supplements to
     such registration statement and the prospectus used in connection therewith
     as  may  be  necessary  to comply with the provisions of the Securities Act
     with  respect  to  the  disposition  of  all  securities  covered  by   the
     registration  statement  and  to keep such registration statement effective
     until  the  earlier  of: (i) six months after the latest exercise period of
     the  Warrant  or  the Additional Warrants (as defined in the Warrant); (ii)
     four years after the Closing Date, or (iii) the date on which the Purchaser
     has  disposed  of  all  of  the  Registrable  Securities  covered  by  such
     registration  statement  in accordance with the Purchaser's intended method
     of  disposition  set  forth in such registration statement for such period;

          (c) furnish to the Purchaser such number of copies of the registration
     statement  and  the prospectus included therein (including each preliminary
     prospectus)  as  the  Purchaser  reasonably  may  request to facilitate the
     public  sale  or disposition of the securities covered by such registration
     statement;

          (d) use its commercially reasonable efforts to register or qualify the
     Purchaser's  Registrable  Securities covered by such registration statement
     under  the  securities  or  "blue  sky"  laws  of such jurisdictions as the
     Purchaser,  provided,  however,  that  the  Company  shall not for any such
     purpose  be required to qualify generally to transact business as a foreign
     corporation  in any jurisdiction where it is not so qualified or to consent
     to  general  service  of  process  in  any  such  jurisdiction;

          (e)  list  the  Registrable  Securities  covered  by such registration
     statement  with  any  securities  exchange on which the Common Stock of the
     Company  is  then  listed;

          (f)  immediately  notify  the  Purchaser at any time when a prospectus
     relating  thereto  is required to be delivered under the Securities Act, of
     the  happening  of any event of which the Company has knowledge as a result
     of  which  the prospectus contained in such registration statement, as then
     in  effect,  includes  an  untrue  statement of a material fact or omits to
     state  a  material  fact required to be stated therein or necessary to make
     the  statements  therein  not misleading in light of the circumstances then
     existing;  and

          (g)  make  available for inspection by the Purchaser and any attorney,
     accountant  or  other  agent  retained  by  the  Purchaser,  all  publicly
     available,  non-confidential  financial  and  other  records,  pertinent
     corporate  documents and properties of the Company, and cause the Company's
     officers,  directors  and  employees  to  supply  all  publicly  available,
     non-confidential  information  reasonably  requested  by  the  attorney,
     accountant  or  agent  of  the  Purchaser.

     4.     REGISTRATION  EXPENSES.  All  expenses  relating  to  the  Company's
compliance  with  Sections  2  and  3 hereof, including, without limitation, all
registration  and  filing  fees,  printing  expenses,  fees and disbursements of
counsel  and  independent  public accountants for the Company, fees and expenses
(including  reasonable  counsel fees) incurred in connection with complying with
state  securities  or "blue sky" laws, fees of the NASD, transfer taxes, fees of
transfer  agents  and  registrars,  fees  of, and disbursements incurred by, one
counsel  for  the  Holders,  and  costs  of  insurance  are called "Registration
Expenses".  All  selling  commissions  applicable  to  the  sale  of Registrable
Securities,  including  any fees and disbursements of any special counsel to the
Holders  beyond  those  included  in  Registration Expenses, are called "Selling
Expenses."   The  Company  shall  be  responsible for all Registration Expenses.

     5.     INDEMNIFICATION.

          (a) In the event of a registration of any Registrable Securities under
     the  Securities  Act pursuant to this Agreement, the Company will indemnify
     and hold harmless the Purchaser, and its officers, directors and each other
     person,  if  any,  who  controls  the  Purchaser  within the meaning of the
     Securities  Act,  against any losses, claims, damages or liabilities, joint
     or  several,  to  which  the  Purchaser, or such persons may become subject
     under  the  Securities  Act  or  otherwise, insofar as such losses, claims,
     damages  or liabilities (or actions in respect thereof) arise out of or are
     based upon any untrue statement or alleged untrue statement of any material
     fact  contained  in any registration statement under which such Registrable
     Securities  were  registered  under  the  Securities  Act  pursuant to this
     Agreement,  any  preliminary  prospectus  or  final  prospectus  contained
     therein,  or  any  amendment  or supplement thereof, or arise out of or are
     based  upon  the  omission  or alleged omission to state therein a material
     fact  required  to  be  stated  therein or necessary to make the statements
     therein  not  misleading,  and  will reimburse the Purchaser, and each such
     person  for  any  reasonable  legal  or  other expenses incurred by them in
     connection  with  investigating  or defending any such loss, claim, damage,
     liability or action; provided, however, that the Company will not be liable
     in  any such case if and to the extent that any such loss, claim, damage or
     liability  arises  out  of  or is based upon an untrue statement or alleged
     untrue statement or omission or alleged omission so made in conformity with
     information  furnished  by  the  Purchaser  or  any  such person in writing
     specifically  for  use  in  any  such  document.

          (b) In the event of a registration of the Registrable Securities under
     the Securities Act pursuant to this Agreement, the Purchaser will indemnify
     and  hold  harmless the Company, and its officers, directors and each other
     person,  if  any,  who  controls  the  Company  within  the  meaning of the
     Securities  Act,  against all losses, claims, damages or liabilities, joint
     or  several,  to which the Company or such persons may become subject under
     the Securities Act or otherwise, insofar as such losses, claims, damages or
     liabilities  (or actions in respect thereof) arise out of or are based upon
     any untrue statement or alleged untrue statement of any material fact which
     was  furnished in writing by the Purchaser to the Company expressly for use
     in  (and such information is contained in) the registration statement under
     which  such Registrable Securities were registered under the Securities Act
     pursuant  to this Agreement, any preliminary prospectus or final prospectus
     contained  therein, or any amendment or supplement thereof, or arise out of
     or  are  based  upon  the  omission  or alleged omission to state therein a
     material  fact  required  to  be  stated  therein  or necessary to make the
     statements  therein not misleading, and will reimburse the Company and each
     such  person for any reasonable legal or other expenses incurred by them in
     connection  with  investigating  or defending any such loss, claim, damage,
     liability  or  action, provided, however, that the Purchaser will be liable
     in  any  such  case  if  and  only to the extent that any such loss, claim,
     damage  or  liability arises out of or is based upon an untrue statement or
     alleged  untrue  statement  or  omission  or  alleged  omission  so made in
     conformity  with  information  furnished  in  writing to the Company by the
     Purchaser  specifically  for  use in any such document. Notwithstanding the
     provisions  of  this  paragraph,  the  Purchaser  shall  not be required to
     indemnify any person or entity in excess of the amount of the aggregate net
     proceeds  received by the Purchaser of Registrable Securities in connection
     with  any  such  registration  under  the  Securities  Act.

          (c) Promptly after receipt by an indemnified party hereunder of notice
     of the commencement of any action, such indemnified party shall, if a claim
     in  respect thereof is to be made against the indemnifying party hereunder,
     notify  the  indemnifying  party in writing thereof, but the omission so to
     notify the indemnifying party shall not relieve it from any liability which
     it  may  have  to such indemnified party other than under this Section 5(c)
     and  shall  only  relieve  it  from any liability which it may have to such
     indemnified  party  under  this  Section  5(c)  if  and  to  the extent the
     indemnifying  party is prejudiced by such omission. In case any such action
     shall  be  brought  against  any  indemnified party and it shall notify the
     indemnifying  party  of  the  commencement  thereof, the indemnifying party
     shall  be  entitled  to participate in and, to the extent it shall wish, to
     assume  and undertake the defense thereof with counsel satisfactory to such
     indemnified  party,  and,  after notice from the indemnifying party to such
     indemnified  party  of  its election so to assume and undertake the defense
     thereof,  the  indemnifying  party  shall not be liable to such indemnified
     party  under this Section 5(c) for any legal expenses subsequently incurred
     by  such  indemnified  party in connection with the defense thereof; if the
     indemnified party retains its own counsel, then the indemnified party shall
     pay  all fees, costs and expenses of such counsel, provided, however, that,
     if the defendants in any such action include both the indemnified party and
     the  indemnifying  party  and  the  indemnified party shall have reasonably
     concluded  that  there may be reasonable defenses available to it which are
     different  from  or additional to those available to the indemnifying party
     or  if  the  interests of the indemnified party reasonably may be deemed to
     conflict  with  the  interests  of  the indemnifying party, the indemnified
     parties  shall  have the right to select one separate counsel and to assume
     such  legal  defenses  and  otherwise to participate in the defense of such
     action,  with the reasonable expenses and fees of such separate counsel and
     other  expenses  related  to  such  participation  to  be reimbursed by the
     indemnifying  party  as  incurred.

          (d)  In  order  to  provide for just and equitable contribution in the
     event  of  joint  liability  under  the Securities Act in any case in which
     either (i) the Purchaser, or any controlling person of the Purchaser, makes
     a  claim  for  indemnification  pursuant  to  this  Section  5(c) but it is
     judicially  determined  (by  the  entry  of a final judgment or decree by a
     court of competent jurisdiction and the expiration of time to appeal or the
     denial  of  the  last right of appeal) that such indemnification may not be
     enforced  in  such  case  notwithstanding  the  fact that this Section 5(c)
     provides  for  indemnification in such case, or (ii) contribution under the
     Securities  Act may be required on the part of the Purchaser or controlling
     person  of  the  Purchaser  in  circumstances  for which indemnification is
     provided  under this Section 5(c); then, and in each such case, the Company
     and  the Purchaser will contribute to the aggregate losses, claims, damages
     or  liabilities  to  which  they  may  be  subject (after contribution from
     others)  in  such  proportion so that the Purchaser is responsible only for
     the portion represented by the percentage that the public offering price of
     its  securities  offered  by the registration statement bears to the public
     offering  price  of  all securities offered by such registration statement,
     provided,  however,  that,  in any such case, (A) the Purchaser will not be
     required to contribute any amount in excess of the public offering price of
     all  such securities offered by it pursuant to such registration statement;
     and  (B) no person or entity guilty of fraudulent misrepresentation (within
     the  meaning  of Section 10(f) of the Act) will be entitled to contribution
     from  any  person  or  entity  who  was  not  guilty  of  such  fraudulent
     misrepresentation.

     6.     REPRESENTATIONS  AND  WARRANTIES.

          (a)  The Common Stock of the Company is registered pursuant to Section
     12(b)  or  12(g)  of  the Exchange Act and the Company has timely filed all
     proxy statements, reports, schedules, forms, statements and other documents
     required  to  be  filed by it under the Exchange Act. The Company has filed
     (i) its Annual Report on Form 10-KSB for the fiscal year ended December 31,
     2002  and  (ii)  its Quarterly Report on Form 10-QSB for the fiscal quarter
     ended  March  31,  2003  (collectively, the "SEC Reports"). Each SEC Report
     was,  at  the  time  of  its  filing,  in  substantial  compliance with the
     requirements  of  its  respective form and none of the SEC Reports, nor the
     financial  statements  (and the notes thereto) included in the SEC Reports,
     as  of  their  respective filing dates, contained any untrue statement of a
     material  fact  or  omitted  to state a material fact required to be stated
     therein  or  necessary  to  make  the  statements  therein, in light of the
     circumstances  under  which  they  were made, not misleading. The financial
     statements  of the Company included in the SEC Reports comply as to form in
     all  material  respects  with  applicable  accounting  requirements and the
     published rules and regulations of the Commission or other applicable rules
     and  regulations  with respect thereto. Such financial statements have been
     prepared  in  accordance  with  generally  accepted  accounting  principles
     ("GAAP")  applied on a consistent basis during the periods involved (except
     (i) as may be otherwise indicated in such financial statements or the notes
     thereto  or (ii) in the case of unaudited interim statements, to the extent
     they  may  not include footnotes or may be condensed) and fairly present in
     all  material  respects  the financial condition, the results of operations
     and  the  cash flows of the Company and its subsidiaries, on a consolidated
     basis,  as  of,  and  for,  the  periods presented in each such SEC Report.

          (b)  The Company's Common Stock is listed for trading on the OTCBB and
     satisfies  all  requirements  for  the  continuation  of  such listing. The
     Company  has not received any notice that its Common Stock will be delisted
     from  the OTCBB or that the Common Stock does not meet all requirements for
     the  continuation  of  such  listing.

          (c)  Neither  the  Company,  nor any of its affiliates, nor any person
     acting  on  its or their behalf, has directly or indirectly made any offers
     or  sales of any security or solicited any offers to buy any security under
     circumstances  that  would cause the offering of the Securities pursuant to
     this  Agreement  to  be  integrated with prior offerings by the Company for
     purposes of the Securities Act which would prevent the Company from selling
     the  Common  Stock  pursuant  to  Rule 506 under the Securities Act, or any
     applicable  exchange-related  stockholder approval provisions. Nor will the
     Company  or  any of its affiliates or subsidiaries take any action or steps
     that would cause the offering of the Securities to be integrated with other
     offerings.

          (d)  The  Registrable  Securities  are restricted securities under the
     Securities Act as of the date of this Agreement. The Company will not issue
     any  stop  transfer  order or other order impeding the sale and delivery of
     any  of  the  Registrable  Securities  at  such  time  as  the  Registrable
     Securities are registered for public sale or an exemption from registration
     is  available,  except  as  required  by  federal or state securities laws.

          (e)  The  Company understands the nature of the Registrable Securities
     issuable  upon  the conversion of the Notes and the exercise of the Warrant
     and  the Additional Warrants and recognizes that the Registrable Securities
     may have a potential dilutive effect. The Company specifically acknowledges
     that its obligation to issue the Registrable Securities is binding upon the
     Company  and  enforceable regardless of the dilution such issuance may have
     on  the  ownership  interests  of  other  shareholders  of  the  Company.

          (f)  Except  for  agreements  made in the ordinary course of business,
     there is no agreement that has not been filed with the SEC as an exhibit to
     a  registration  statement or to a form required to be filed by the Company
     under the Securities Exchange Act the breach of which could have a material
     and  adverse  effect on the Company and its subsidiaries, or would prohibit
     or  otherwise  interfere  with the ability of the Company to enter into and
     perform  any  of  its  obligations  under  this  Agreement  in any material
     respect.

          (g) The Company will at its Annual Meeting of Stockholders on July 18,
     2003  obtain, and at all times thereafter maintain, an authorized, reserved
     and  sufficient number of shares of Common Stock for the full conversion of
     the  Notes  and  exercise  of  the  Warrant  and  the  Additional Warrants.

     7.     MISCELLANEOUS.

          (a)  REMEDIES. In the event of a breach by the Company or by a Holder,
     of  any  of  their  obligations  under  this  Agreement, each Holder or the
     Company,  as the case may be, in addition to being entitled to exercise all
     rights  granted  by  law  and  under  this Agreement, including recovery of
     damages,  will be entitled to specific performance of its rights under this
     Agreement.

          (b)  NO  PIGGYBACK ON REGISTRATIONS. Except for shares of Common Stock
     issuable  upon  exercise  of warrants sold as part of the Company's private
     placement  of  Common  Stock and Warrants, which commenced in November 2000
     and concluded in February 2003, neither the Company nor any of its security
     holders  (other  than  the  Holders  in  such capacity pursuant hereto) may
     include  securities of the Company in the Registration Statement other than
     the Registrable Securities, and the Company shall not after the date hereof
     enter  into  any agreement providing any such right for inclusion of shares
     in  the  Registration  Statement  to any of its security holders. Except as
     stated  herein,  the  Company has not previously entered into any agreement
     granting  any  registration rights with respect to any of its securities to
     any  Person  that  has  not  been  fully  satisfied.

          (c)  COMPLIANCE.  Each Holder covenants and agrees that it will comply
     with  the  prospectus  delivery  requirements  of  the  Securities  Act  as
     applicable  to  it  in  connection  with  sales  of  Registrable Securities
     pursuant  to  the  Registration  Statement.

          (d) DISCONTINUED DISPOSITION. Each Holder agrees by its acquisition of
     such Registrable Securities that, upon receipt of a notice from the Company
     of  the  occurrence  of a Discontinuation Event, such Holder will forthwith
     discontinue  disposition  of  such  Registrable  Securities  under  the
     Registration  Statement  until  such  Holder's receipt of the copies of the
     supplemented  Prospectus  and/or amended Registration Statement or until it
     is  advised  in  writing  (the "Advice") by the Company that the use of the
     applicable  Prospectus  may  be  resumed, and, in either case, has received
     copies  of  any additional or supplemental filings that are incorporated or
     deemed  to  be incorporated by reference in such Prospectus or Registration
     Statement.  The  Company may provide appropriate stop orders to enforce the
     provisions  of  this  paragraph.  For  purposes  of  this  Section  7(d), a
     "Discontinuation Event" shall mean when the Commission notifies the Company
     whether  there  will  be  a  "review"  of  such  Registration Statement and
     whenever  the Commission comments in writing on such Registration Statement
     (the Company shall provide true and complete copies thereof and all written
     responses  thereto  to  each  of  the  Holders);  (iii)  any request by the
     Commission  or  any  other  Federal  or  state  governmental  authority for
     amendments  or  supplements  to the Registration Statement or Prospectus or
     for additional information; (iv) the issuance by the Commission of any stop
     order  suspending  the effectiveness of the Registration Statement covering
     any  or  all  of  the  Registrable  Securities  or  the  initiation  of any
     Proceedings  for  that  purpose;  (v)  the  receipt  by  the Company of any
     notification  with  respect  to  the  suspension  of  the  qualification or
     exemption  from qualification of any of the Registrable Securities for sale
     in any jurisdiction, or the initiation or threatening of any Proceeding for
     such  purpose; and (vi) the occurrence of any event or passage of time that
     makes  the  financial  statements  included  in  the Registration Statement
     ineligible  for inclusion therein or any statement made in the Registration
     Statement  or  Prospectus  or  any  document  incorporated  or deemed to be
     incorporated  therein  by  reference untrue in any material respect or that
     requires  any  revisions to the Registration Statement, Prospectus or other
     documents  so  that,  in  the  case  of  the  Registration Statement or the
     Prospectus, as the case may be, it will not contain any untrue statement of
     a  material  fact  or omit to state any material fact required to be stated
     therein  or  necessary  to  make  the  statements  therein, in light of the
     circumstances  under  which  they  were  made,  not  misleading.

          (e)  PIGGY-BACK REGISTRATIONS. If at any time during the Effectiveness
     Period there is not an effective Registration Statement covering all of the
     Registrable  Securities and the Company shall determine to prepare and file
     with  the  Commission  a registration statement relating to an offering for
     its own account or the account of others under the Securities Act of any of
     its  equity  securities,  other  than  on  Form  S-4  or  Form S-8 (each as
     promulgated under the Securities Act) or their then equivalents relating to
     equity securities to be issued solely in connection with any acquisition of
     any  entity  or  business  or equity securities issuable in connection with
     stock  option  or other employee benefit plans, then the Company shall send
     to  each Holder written notice of such determination and, if within fifteen
     days  after  receipt  of  such  notice, any such Holder shall so request in
     writing,  the  Company  shall include in such registration statement all or
     any  part  of  such  Registrable  Securities  such  holder  requests  to be
     registered,  subject  to  customary  underwriter cutbacks applicable to all
     holders  of  registration  rights and subject to the consent of any selling
     stockholder(s)  under  such  registration  statement.

          (f)  AMENDMENTS  AND  WAIVERS.  The  provisions  of  this  Agreement,
     including  the provisions of this sentence, may not be amended, modified or
     supplemented,  and  waivers  or  consents to departures from the provisions
     hereof  may not be given, unless the same shall be in writing and signed by
     the Company and the Holders of the then outstanding Registrable Securities.
     Notwithstanding  the  foregoing,  a  waiver  or  consent to depart from the
     provisions  hereof with respect to a matter that relates exclusively to the
     rights  of  certain Holders and that does not directly or indirectly affect
     the  rights of other Holders may be given by Holders of at least a majority
     of  the  Registrable  Securities  to  which such waiver or consent relates;
     provided, however, that the provisions of this sentence may not be amended,
     modified,  or  supplemented except in accordance with the provisions of the
     immediately  preceding  sentence.

          (g)  NOTICES.  Any  notice  or  request  hereunder may be given to the
     Company  or Purchaser at the respective addresses set forth below or as may
     hereafter  be specified in a notice designated as a change of address under
     this  Section  7(g).  Any  notice  or  request  hereunder shall be given by
     registered  or  certified  mail,  return  receipt requested, hand delivery,
     overnight  mail or telecopy (confirmed by mail). Notices and requests shall
     be,  in  the case of those by hand delivery, deemed to have been given when
     delivered  to any officer of the party to whom it is addressed, in the case
     of  those  by  mail  or  overnight  mail,  deemed  to  have been given when
     deposited  in the mail or with the overnight mail carrier, and, in the case
     of  a  telecopy,  when  confirmed.  The  address  for  such  notices  and
     communications  shall  be  as  follows:

               If  to  the  Company:     SpaceDev,  Inc.
                                         13855  Stowe  Drive
                                         Poway,  CA  92064
                                         Attention:  Richard  B.  Slansky
                                         Facsimile:  (858)  375-1000

              With  a  copy  to:         Gretchen  Cowen
                                         Weintraub  &  Dillon
                                         12520  High  Bluff  Drive
                                         Suite  260
                                         San  Diego,  CA  92130
                                         Facsimile:  (858)  259-2868

              If  to  a  Purchaser:      To  the  address  set  forth  under
                                         such  Purchaser  name  on  the
                                         signature  pages  hereto.

              If  to  any  other  Person  who  is  then  the  registered Holder:

                                         To  the address of  such  Holder as  it
                                         appears  in  the  stock  transfer books
                                         of  the  Company

or  such  other  address  as may be designated in writing hereafter, in the same
manner,  by  such  Person.

          (h)  SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
     of  and be binding upon the successors and permitted assigns of each of the
     parties  and shall inure to the benefit of each Holder. The Company may not
     assign  its  rights  or  obligations  hereunder  without  the prior written
     consent  of  each Holder, which consent shall not be unreasonably withheld.
     Subject  to  applicable  securities  laws,  each  Holder  may  assign their
     respective  rights  hereunder in the manner and to the Persons as permitted
     under the Note with the prior written consent of the Company, which consent
     shall  not  be  unreasonably  withheld.

          (i)  EXECUTION AND COUNTERPARTS. This Agreement may be executed in any
     number  of  counterparts, each of which when so executed shall be deemed to
     be  an  original  and, all of which taken together shall constitute one and
     the  same  Agreement.  In  the  event  that  any  signature is delivered by
     facsimile  transmission,  such  signature  shall  create  a  valid  binding
     obligation  of  the  party  executing (or on whose behalf such signature is
     executed)  the  same  with  the  same force and effect as if such facsimile
     signature  were  the  original  thereof.

          (j)  GOVERNING  LAW.  All  questions  concerning  the  construction,
     validity,  enforcement  and  interpretation  of  this  Agreement  shall  be
     governed by and construed and enforced in accordance with the internal laws
     of  the State of New York, without regard to the principles of conflicts of
     law  thereof.  Each  party  agrees  that  all  Proceedings  concerning  the
     interpretations,  enforcement  and defense of the transactions contemplated
     by  this  Agreement shall be commenced exclusively in the state and federal
     courts  sitting  in  the City of New York, Borough of Manhattan. Each party
     hereto  hereby  irrevocably  submits  to  the exclusive jurisdiction of the
     state  and  federal  courts  sitting  in  the  City of New York, Borough of
     Manhattan  for  the  adjudication of any dispute hereunder or in connection
     herewith  or  with any transaction contemplated hereby or discussed herein,
     and  hereby irrevocably waives, and agrees not to assert in any Proceeding,
     any claim that it is not personally subject to the jurisdiction of any such
     court,  that  such  Proceeding  is  improper.  Each  party  hereto  hereby
     irrevocably  waives  personal  service  of  process and consents to process
     being  served  in  any  such  Proceeding  by  mailing  a  copy  thereof via
     registered  or  certified  mail  or  overnight  delivery  (with evidence of
     delivery)  to  such  party at the address in effect for notices to it under
     this  Agreement  and  agrees  that  such  service shall constitute good and
     sufficient  service of process and notice thereof. Nothing contained herein
     shall  be  deemed  to  limit  in  any way any right to serve process in any
     manner  permitted  by  law. Each party hereto hereby irrevocably waives, to
     the  fullest extent permitted by applicable law, any and all right to trial
     by  jury  in  any  legal  proceeding  arising  out  of  or relating to this
     Agreement  or  the  transactions contemplated hereby. If either party shall
     commence  a Proceeding to enforce any provisions of a Transaction Document,
     then  the  prevailing  party  in such Proceeding shall be reimbursed by the
     other  party for its reasonable attorneys fees and other costs and expenses
     incurred  with  the  investigation,  preparation  and  prosecution  of such
     Proceeding.

          (k)  CUMULATIVE  REMEDIES. The remedies provided herein are cumulative
     and  not  exclusive  of  any  remedies  provided  by  law.

          (l)  SEVERABILITY.  If any term, provision, covenant or restriction of
     this  Agreement is held by a court of competent jurisdiction to be invalid,
     illegal,  void  or  unenforceable,  the remainder of the terms, provisions,
     covenants  and restrictions set forth herein shall remain in full force and
     effect  and  shall  in no way be affected, impaired or invalidated, and the
     parties  hereto  shall  use  their reasonable efforts to find and employ an
     alternative  means  to achieve the same or substantially the same result as
     that  contemplated  by such term, provision, covenant or restriction. It is
     hereby stipulated and declared to be the intention of the parties that they
     would  have  executed  the  remaining  terms,  provisions,  covenants  and
     restrictions  without  including any of such that may be hereafter declared
     invalid,  illegal,  void  or  unenforceable.

          (m)  HEADINGS.  The  headings in this Agreement are for convenience of
     reference  only and shall not limit or otherwise affect the meaning hereof.

     IN  WITNESS  WHEREOF,  the  parties  have executed this Registration Rights
Agreement  as  of  the  date  first  written  above.

                                                  SPACEDEV,  INC.
                                                  By:     /s/  James  W.  Benson
                                                          ----------------------
                                                        Name:  James  W.  Benson
                                               Title:  Chief  Executive  Officer





                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                     SIGNATURE PAGES OF PURCHASER TO FOLLOW]

<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  have executed this Registration Rights
Agreement  as  of  the  date  first  written  above.

                                              LAURUS  MASTER  FUND,  LTD.
                                              By:          /s/  David  Grin
                                                           ----------------
                                                         Name:  David  Grin
                                                          Title:  President

                                                      Address  for  Notice:
                                     c/o  Laurus  Capital  Management,  LLC
                                       152  West  57th  Street,  4th  Floor
                                               New  York,  New  York  10019
                                                    Attention:  David  Grin