Exhibit  10.3



                                          3




THIS  WARRANT  AND  THE  SHARES  OF  COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT  HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT
BE  SOLD,  OFFERED  FOR  SALE,  PLEDGED  OR  HYPOTHECATED  IN  THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION
OF  COUNSEL  REASONABLY SATISFACTORY TO SPACEDEV, INC. THAT SUCH REGISTRATION IS
NOT  REQUIRED.

                                        Right  to  Purchase  200,000  Shares  of
                                        Common  Stock of SpaceDev, Inc. (subject
                                        to  adjustment  as  provided  herein)

                          COMMON STOCK PURCHASE WARRANT

No.  2003-1                                         Issue  Date:  June  3,  2003

     SpaceDev,  Inc.,  a  corporation  organized  under the laws of the State of
Colorado  (the  "Company"),  hereby  certifies  that, for value received, LAURUS
MASTER  FUND, LTD., or assigns (the "Holder"), is entitled, subject to the terms
set  forth  below, to purchase from the Company from and after the Issue Date of
this  Warrant  and  at  any time or from time to time before 5:00 p.m., New York
time,  through  five  (5)  years  after such date (the "Expiration Date"), up to
200,000  fully  paid  and  nonassessable  shares of Common Stock (as hereinafter
defined),  $.0001  par  value, of the Company, at the Exercise Price (as defined
below). The number and character of such shares of Common Stock and the Exercise
Price  are  subject  to  adjustment  as  provided  herein.

     As  used herein the following terms, unless the context otherwise requires,
have  the  following  respective  meanings:

     (a)  The  term  "Company"  shall include SpaceDev, Inc. and any corporation
which  shall  succeed  or  assume  the  obligations of SpaceDev, Inc. hereunder.

     (b)  The  term  "Common Stock" includes (a) the Company's Common Stock, par
value $.0001 per share, and (b) any other securities into which or for which any
of  the  securities described in (a) may be converted or exchanged pursuant to a
plan  of  recapitalization, reorganization, merger, sale of assets or otherwise.

     (c)  The  term  "Other  Securities"  refers to any stock (other than Common
Stock)  and  other  securities  of the Company or any other person (corporate or
otherwise)  which  the  holder  of  the Warrant at any time shall be entitled to
receive,  or  shall have received, on the exercise of the Warrant, in lieu of or
in  addition  to  Common  Stock, or which at any time shall be issuable or shall
have  been  issued  in  exchange  for or in replacement of Common Stock or Other
Securities  pursuant  to  Section  4  or  otherwise.

     (d)  The  term  "Exercise  Price"  shall  be  as  follows:

          a. 125,000 shares at 115% of the Fixed Conversion Price (as defined in
     the  Secured  Convertible  Note);

          b.      50,000  shares  at  125%  of  the Fixed Conversion Price; and,

          c.  25,000  shares  at  145%  of  the  Fixed  Conversion  Price

     1.     EXERCISE  OF  WARRANT.

     1.1     Number  of  Shares Issuable upon Exercise.  From and after the date
hereof  through  and including the Expiration Date, the Holder shall be entitled
to receive, upon exercise of this Warrant in whole or in part, by delivery of an
original  or  fax  copy of the exercise notice attached hereto as Exhibit A (the
"Exercise  Notice") and payment of the exercise price, shares of Common Stock of
the  Company,  subject  to  adjustment  pursuant  to  Section  4.

     1.2  For  every  ten  dollars ($10) in principal of the Note (as defined in
Section  9  below)  converted into equity, the Company shall issue to the Holder
additional  five-year  warrants  to  purchase  one share of the Company's Common
Stock at an exercise price equal to 125% of the then applicable Fixed Conversion
Price  (the  "Additional Warrants"). No more than an aggregate of 100,000 shares
of  the  Company's  Common  Stock may be purchased by the Holder pursuant to the
Additional  Warrants.  By  way  of  example,  in  the  event that the Holder has
converted $1,000,000 of the Note principal into shares of Common Stock, then the
Holder  will  be  permitted  to  exercise the Additional Warrants to purchase an
additional  100,000  shares  of  the  Company's  Common  Stock.

     1.3 Fair Market Value. Fair Market Value of a share of Common Stock as of a
particular  date  (the  "Determination  Date")  shall  mean:

          (a)  If  the  Company's  Common  Stock  is traded on an exchange or is
     quoted  on the National or SmallCap Market of The Nasdaq Stock Market, Inc.
     ("Nasdaq"), then the closing or last sale price, respectively, reported for
     the  last  business  day  immediately  preceding  the  Determination  Date.

          (b)  If  the Company's Common Stock is not traded on an exchange or on
     the  Nasdaq  but  is traded on the NASD OTC Bulletin Board or BBX Exchange,
     then  the average of the closing bid and asked prices reported for the last
     business  day  immediately  preceding  the  Determination  Date.

          (c)  Except  as  provided in clause (d) below, if the Company's Common
     Stock  is  not publicly traded, then as the Holder and the Company agree or
     in  the  absence  of  agreement by arbitration in accordance with the rules
     then  in  effect  of  the American Arbitration Association, before a single
     arbitrator  to be chosen from a panel of persons qualified by education and
     training  to  pass  on  the  matter  to  be  decided.

          (d)  If  the  Determination  Date  is  the  date  of  a  liquidation,
     dissolution  or  winding  up,  or  any  event  deemed  to be a liquidation,
     dissolution  or  winding  up  pursuant  to  the Company's charter, then all
     amounts  to be payable per share to holders of the Common Stock pursuant to
     the  charter  in  the event of such liquidation, dissolution or winding up,
     plus  all  other  amounts  to be payable per share in respect of the Common
     Stock  in  liquidation under the charter, assuming for the purposes of this
     clause  (d)  that  all  of  the  shares  of Common Stock then issuable upon
     exercise  of  the  Warrant  are  outstanding  at  the  Determination  Date.

     2.     PROCEDURE  FOR  EXERCISE.

     2.1     Delivery  of  Stock  Certificates,  etc.  on  Exercise. The Company
agrees  that  the shares of Common Stock purchased upon exercise of this Warrant
shall be deemed to be issued to the Holder as the record owner of such shares as
of  the  close  of  business  on  the date on which this Warrant shall have been
surrendered  and  payment  made  for  such  shares  as  aforesaid.  As  soon  as
practicable  after  the  exercise of this Warrant in full or in part, and in any
event  within  three  (3)  business  days thereafter, the Company at its expense
(including  the  payment  by  it of any applicable issue taxes) will cause to be
issued  in  the  name  of  and  delivered to the Holder, or as such Holder (upon
payment  by  such  holder  of  any  applicable  transfer  taxes)  may  direct in
compliance  with  applicable  securities laws, a certificate or certificates for
the  number  of  duly and validly issued, fully paid and nonassessable shares of
Common  Stock  (or  Other  Securities) to which such Holder shall be entitled on
such  exercise, plus, in lieu of any fractional share to which such holder would
otherwise  be  entitled, cash equal to such fraction multiplied by the then Fair
Market  Value  of  one  full  share,  together  with  any  other  stock or other
securities  and property (including cash, where applicable) to which such Holder
is  entitled  upon  such  exercise  pursuant  to  Section  1  or  otherwise.

2.2     Exercise.

     (a)     Payment  may be made either in (i) cash or by certified or official
bank check payable to the order of the Company equal to the applicable aggregate
Exercise  Price,  (ii)  by  delivery  of the Warrant, Common Stock and/or Common
Stock  receivable  upon  exercise  of the Warrant in accordance with Section (b)
below, or (iii) by a combination of any of the foregoing methods, for the number
of  Common  Shares  specified  in  such  form  (as such exercise number shall be
adjusted to reflect any adjustment in the total number of shares of Common Stock
issuable  to  the  holder  per  the  terms of this Warrant) and the Holder shall
thereupon  be entitled to receive the number of duly authorized, validly issued,
fully-paid  and  non-assessable  shares  of  Common  Stock (or Other Securities)
determined  as  provided  herein.

     (b)  Notwithstanding  any  provisions  herein  to the contrary, if the Fair
Market Value of one share of Common Stock is greater than the Exercise Price (at
the  date of calculation as set forth below), in lieu of exercising this Warrant
for  cash,  the  Holder  may  elect  to  receive  shares  equal to the value (as
determined  below)  of  this Warrant (or the portion thereof being exercised) by
surrender  of  this Warrant at the principal office of the Company together with
the  properly endorsed Exercise Notice in which event the Company shall issue to
the  Holder  a  number  of  shares  of Common Stock computed using the following
formula:

          X=Y  (A-B)
               -----
                  A
          ----------

Where  X = the   number  of  shares  of  Common   Stock  to  be  issued  to  the
           Holder

       Y = the number of shares of  Common Stock  purchasable under the  Warrant
           or, only a  portion of the Warrant is being exercised, the portion of
           the Warrant  being  exercised  (at  the  date  of  such  calculation)

       A = the Fair  Market Value of one share  of the  Company's Common   Stock
           (at the  date  of  such  calculation)

       B = Exercise  Price  (as  adjusted  to  the  date  of  such calculation)

     3.     EFFECT  OF  REORGANIZATION,  ETC.;  ADJUSTMENT  OF  EXERCISE  PRICE.

     3.1     Reorganization, Consolidation, Merger, etc.  In case at any time or
from  time  to  time,  the  Company  shall  (a)  effect  a  reorganization,  (b)
consolidate  with  or  merge  into  any  other  person,  or  (c) transfer all or
substantially all of its properties or assets to any other person under any plan
or  arrangement contemplating the dissolution of the Company, then, in each such
case,  as  a  condition  to  the  consummation of such a transaction, proper and
adequate  provision  shall  be  made  by  the Company whereby the Holder of this
Warrant,  on  the exercise hereof as provided in Section 1 at any time after the
consummation  of  such  reorganization, consolidation or merger or the effective
date  of  such  dissolution,  as  the case may be, shall receive, in lieu of the
Common  Stock  (or  Other  Securities)  issuable  on such exercise prior to such
consummation or such effective date, the stock and other securities and property
(including  cash)  to  which  such  Holder  would  have  been entitled upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder  had so exercised this Warrant, immediately prior thereto, all subject to
further  adjustment  thereafter  as  provided  in  Section  4.

     3.2  Dissolution.  In the event of any dissolution of the Company following
the  transfer  of  all  or  substantially  all  of its properties or assets, the
Company,  prior to such dissolution, shall at its expense deliver or cause to be
delivered  the  stock  and  other securities and property (including cash, where
applicable)  receivable by the Holder of the Warrant after the effective date of
such  dissolution  pursuant to Section 3.1 to a bank or trust company having its
principal  office  in  New  York,  NY, as trustee for the Holder of the Warrant.

     3.3  Continuation  of Terms. Upon any reorganization, consolidation, merger
or  transfer  (and  any  dissolution following any transfer) referred to in this
Section  3,  this  Warrant shall continue in full force and effect and the terms
hereof  shall  be  applicable  to  the  shares of stock and other securities and
property  receivable  on  the exercise of this Warrant after the consummation of
such  reorganization,  consolidation   or  merger  or  the  effective   date  of
dissolution  following  any  such  transfer,  as  the  case may be, and shall be
binding upon the issuer of any such stock or other securities, including, in the
case  of any such transfer, the person acquiring all or substantially all of the
properties  or  assets  of  the  Company,  whether or not such person shall have
expressly  assumed  the  terms  of this Warrant as provided in Section 4. In the
event  this  Warrant  does  not  continue  in  full  force  and effect after the
consummation  of the transactions described in this Section 3, then only in such
event  will  the  Company's  securities  and  property  (including  cash,  where
applicable) receivable by the holders of the Warrant be delivered to the Trustee
as  contemplated  by  Section  3.2.

     4.     EXTRAORDINARY  EVENTS REGARDING COMMON STOCK.  In the event that the
Company  shall  (a) issue additional shares of the Common Stock as a dividend or
other  distribution  on  outstanding Common Stock, (b) subdivide its outstanding
shares  of  Common  Stock,  or  (c) combine its outstanding shares of the Common
Stock  into  a  smaller number of shares of the Common Stock, then, in each such
event,  the  Exercise  Price  shall,  simultaneously  with the happening of such
event,  be  adjusted  by  multiplying the then Exercise Price by a fraction, the
numerator  of  which  shall  be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of  shares  of  Common  Stock  outstanding immediately after such event, and the
product  so  obtained shall thereafter be the Exercise Price then in effect. The
Exercise  Price, as so adjusted, shall be readjusted in the same manner upon the
happening  of any successive event or events described herein in this Section 4.
The  number  of  shares  of  Common  Stock that the holder of this Warrant shall
thereafter,  on  the  exercise  hereof  as provided in Section 1, be entitled to
receive  shall  be increased to a number determined by multiplying the number of
shares  of  Common  Stock  that  would otherwise (but for the provisions of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is  the  Exercise  Price  that  would  otherwise (but for the provisions of this
Section 4) be in effect, and (b) the denominator is the Exercise Price in effect
on  the  date  of  such  exercise.

     5.  CERTIFICATE  AS  TO  ADJUSTMENTS.  In  each  case  of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise  of  the  Warrant,  the  Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with  the  terms  of the Warrant and prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the  facts  upon  which  such  adjustment  or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to  have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities)  outstanding or deemed to be outstanding, and (c) the Exercise Price
and  the  number  of shares of Common Stock to be received upon exercise of this
Warrant,  in  effect immediately prior to such adjustment or readjustment and as
adjusted  or  readjusted as provided in this Warrant. The Company will forthwith
mail  a  copy  of  each  such  certificate  to the holder of the Warrant and any
Warrant  agent  of  the  Company  (appointed  pursuant  to  Section  11 hereof).

     6.  RESERVATION OF STOCK, ETC. ISSUABLE ON EXERCISE OF WARRANT. The Company
will  at  all times reserve and keep available, solely for issuance and delivery
on  the  exercise  of  the Warrant, shares of Common Stock (or Other Securities)
from  time  to  time  issuable  on  the  exercise  of  the  Warrant.

     7.  ASSIGNMENT;  EXCHANGE OF WARRANT. Subject to compliance with applicable
securities  laws,  this  Warrant,  and  the  rights  evidenced  hereby,  may  be
transferred by any registered holder hereof (a "Transferor") with respect to any
or  all  of  the Shares. On the surrender for exchange of this Warrant, with the
Transferor's  endorsement  in  the  form  of  Exhibit  B  attached  hereto  (the
"Transferor  Endorsement  Form")  and    together     with  evidence  reasonably
satisfactory  to the Company demonstrating compliance with applicable securities
laws,  which  shall  include,  without  limitation,  a  legal  opinion  from the
Transferor's  counsel  that  such  transfer  is  exempt  from  the  registration
requirements of applicable securities laws, the Company at its expense (but with
payment  by  the  Transferor  of  any  applicable transfer taxes) will issue and
deliver  to  or  on  the  order  of the Transferor thereof a new Warrant of like
tenor,  in the name of the Transferor and/or the transferee(s) specified in such
Transferor  Endorsement  Form (each a "Transferee"), calling in the aggregate on
the face or faces thereof for the number of shares of Common Stock called for on
the  face  or  faces  of  the  Warrant  so  surrendered  by  the  Transferor.

     8.  REPLACEMENT  OF WARRANT. On receipt of evidence reasonably satisfactory
to  the  Company  of  the loss, theft, destruction or mutilation of this Warrant
and,  in  the  case  of  any such loss, theft or destruction of this Warrant, on
delivery  of  an indemnity agreement or security reasonably satisfactory in form
and  amount  to the Company or, in the case of any such mutilation, on surrender
and  cancellation  of  this Warrant, the Company at its expense will execute and
deliver,  in  lieu  thereof,  a  new  Warrant  of  like  tenor.

     9. REGISTRATION RIGHTS. The Holder of this Warrant has been granted certain
registration rights by the Company. These registration rights are set forth in a
Registration  Rights  Agreement entered into by the Company and Purchaser of the
Company's  Convertible  Note  (the "Note") at or prior to the issue date of this
Warrant.

     10.  MAXIMUM  EXERCISE.  The  Holder shall not be entitled to exercise this
Warrant  on an exercise date, in connection with that number of shares of Common
Stock  which would be in excess of the sum of (i) the number of shares of Common
Stock  beneficially  owned by the Holder and its affiliates on an exercise date,
and (ii) the number of shares of Common Stock issuable upon the exercise of this
Warrant with respect to which the determination of this proviso is being made on
an  exercise  date, which would result in beneficial ownership by the Holder and
its  affiliates  of more than 4.99% of the outstanding shares of Common Stock of
the  Company  on  such  date. For the purposes of the proviso to the immediately
preceding  sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation
13d-3  thereunder.  Subject to the foregoing, the Holder shall not be limited to
aggregate  exercises  which would result in the issuance of more than 4.99%. The
restriction described in this paragraph may be revoked upon 75 days prior notice
from  the Holder to the Company and is automatically null and void upon an Event
of  Default  under  the  Note.

     11. WARRANT AGENT. The Company may, by written notice to the each holder of
the  Warrant, appoint an agent for the purpose of issuing Common Stock (or Other
Securities)  on  the  exercise of this Warrant pursuant to Section 1, exchanging
this  Warrant  pursuant  to  Section  7,  and replacing this Warrant pursuant to
Section  8,  or any of the foregoing, and thereafter any such issuance, exchange
or  replacement, as the case may be, shall be made at such office by such agent.

     12.  TRANSFER  ON THE COMPANY'S BOOKS. Until this Warrant is transferred on
the  books of the Company, the Company may treat the registered holder hereof as
the  absolute  owner  hereof for all purposes, notwithstanding any notice to the
contrary.

     13.  NOTICES, ETC. All notices and other communications from the Company to
the  Holder  of  this  Warrant  shall  be  mailed  by  first class registered or
certified  mail,  postage prepaid, at such address as may have been furnished to
the Company in writing by such holder or, until any such Holder furnishes to the
Company  an  address,  then  to,  and at the address of, the last Holder of this
Warrant  who  has  so  furnished  an  address  to  the  Company.

     14. VOLUNTARY ADJUSTMENT BY THE COMPANY. The Company may at any time during
the  term  of  this Warrant reduce the then current Exercise Price to any amount
and  for  any period of time deemed appropriate by the Board of Directors of the
Company.

     15. MISCELLANEOUS. This Warrant and any term hereof may be changed, waived,
discharged  or  terminated  only by an instrument in writing signed by the party
against  which  enforcement  of such change, waiver, discharge or termination is
sought.  This  Warrant shall be governed by and construed in accordance with the
laws of State of New York without regard to principles of conflicts of laws. Any
action brought concerning the transactions contemplated by this Warrant shall be
brought only in the state courts of New York or in the federal courts located in
the  state  of  New York; provided, however, that the Holder may choose to waive
this  provision  and  bring  an  action  outside  the  state  of  New  York. The
individuals  executing  this Warrant on behalf of the Company agree to submit to
the  jurisdiction  of  such courts and waive trial by jury. The prevailing party
shall be entitled to recover from the other party its reasonable attorney's fees
and  costs.  In  the  event  that  any  provision  of this Warrant is invalid or
unenforceable  under  any applicable statute or rule of law, then such provision
shall  be  deemed  inoperative  to the extent that it may conflict therewith and
shall  be  deemed modified to conform with such statute or rule of law. Any such
provision  which  may  prove  invalid  or  unenforceable under any law shall not
affect  the  validity  or enforceability of any other provision of this Warrant.
The  headings  in this Warrant are for purposes of reference only, and shall not
limit  or  otherwise  affect  any  of  the  terms  hereof.  The  invalidity  or
unenforceability  of any provision hereof shall in no way affect the validity or
enforceability  of  any  other  provision.  The  Company acknowledges that legal
counsel  participated  in  the  preparation  of  this  Warrant  and,  therefore,
stipulates  that  the  rule  of construction that ambiguities are to be resolved
against  the  drafting  party shall not be applied in the interpretation of this
Warrant  to  favor  any  party  against  the  other  party.


     IN  WITNESS WHEREOF, the Company has executed this Warrant under seal as of
the  date  first  written  above.
SPACEDEV,  INC.

                                             By:  /s/  James  W. Benson
                                                ------------------------
                                                       James  W. Benson
                                                       -----------------
Witness:
/s/  Richard  B.  Slansky
-------------------------
Richard  B.  Slansky
<PAGE>
                                                                       EXHIBIT A
                                 EXERCISE NOTICE
                   (To be signed only on exercise of Warrant)

TO:     SpaceDev,  Inc.

The  undersigned,  pursuant  to the provisions set forth in the attached Warrant
(No.____),  hereby  irrevocably  elects  to  purchase  (check  applicable  box):

___     ________  shares  of  the  Common  Stock  covered  by  such  Warrant; or

___     the  maximum  number  of  shares of Common Stock covered by such Warrant
pursuant  to  the  cashless  exercise  procedure  set  forth  in  Section  2.

The  undersigned  herewith  makes  payment  of  the full Exercise Price for such
shares  at  the  price  per  share  provided  for  in  such  Warrant,  which  is
$___________.  Such  payment  takes the form of (check applicable box or boxes):
___     $__________  in  lawful  money  of  the  United  States;  and/or

___     the  cancellation  of  such  portion  of  the  attached  Warrant  as  is
exercisable  for  a total of _______ shares of Common Stock (using a Fair Market
Value  of  $_______  per  share  for  purposes  of  this  calculation);  and/or

___     the  cancellation  of  such  number  of  shares  of  Common  Stock as is
necessary,  in  accordance  with the formula set forth in Section 2, to exercise
this  Warrant  with  respect  to  the  maximum  number of shares of Common Stock
purchaseable pursuant to the cashless exercise procedure set forth in Section 2.

The  undersigned requests that the certificates for such shares be issued in the
name  of,  and  delivered  to  ____________________  whose  address  is
______________________________

____________________________________.

The  undersigned  represents  and  warrants  that  all  offers  and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as  amended  (the  "Securities  Act")  or  pursuant  to an exemption from
registration  under  the  Securities  Act.

Dated:___________________          _______________________________________
                                   (Signature  must  conform  to  name of holder
                                   as specified on the face of the Warrant)

                                    _______________________________________
                                   (Address)
<PAGE>
                                                                       EXHIBIT B
                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)

     For  value  received,  the undersigned hereby sells, assigns, and transfers
unto  the  person(s)  named  below  under  the  heading  "Transferees" the right
represented  by  the  within  Warrant  to  purchase the percentage and number of
shares  of  Common  Stock  of  SpaceDev,  Incto which the within Warrant relates
specified  under the headings "Percentage Transferred" and "Number Transferred,"
respectively,  opposite  the  name(s)  of  such person(s) and appoints each such
person  Attorney to transfer its respective right on the books of SpaceDev, Inc.
with  full  power  of  substitution  in  the  premises.
<TABLE>
<CAPTION>



Transferees  Percentage Transferred  Number Transferrred
-----------  ----------------------  -------------------
<S>          <C>                     <C>







</TABLE>


Dated:_______________                   ______________________________________
                                        (Signature  must  conform  to  name of
                                        holder as specified on the face of the
                                        Warrant)

Signed  in  the  presence  of:
___________________                     ______________________________________
          (Name)                                       (address)
ACCEPTED  AND  AGREED:
[TRANSFEREE]

___________________                     ______________________________________
     (Name)                                            (address)