Exhibit  10.6

2

                                                                    NEWS RELEASE
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FOR  FURTHER  INFORMATION:
Susan  Benson
SpaceDev
(858)  375-2038

susan.benson@spacedev.com

             SPACEDEV CLOSES ON $1 MILLION REVOLVING CREDIT FACILITY

          LAURUS MASTER FUND SUPPORTS SPACEDEV'S WORKING CAPITAL NEEDS

Poway,  California  (June 18, 2003) - SpaceDev (OTCBB: SPDV), has entered into a
$1  million  revolving  credit  facility in the form of a three-year Convertible
Note  with  the  Laurus Master Fund, Ltd. ("Laurus").  The net proceeds from the
Convertible  Note,  secured  by the assets of SpaceDev, will be used for general
working  capital  purposes.  Advances  on  the Convertible Note may be repaid in
cash  or  through  the  issuance of the Company's common stock.  The Convertible
Note  also  includes  a  right  of  conversion  in  favor  of  Laurus at a fixed
conversion  price  of  $0.55  per  share, which will be adjusted if and when the
first  $1  million  is  converted.  In conjunction with this transaction, Laurus
received  a  five-year  warrant  to  purchase up to 200,000 shares of SpaceDev's
common  stock.  SpaceDev  will  also issue up to an additional 100,000 shares of
SpaceDev's  common  stock  with  respect to conversion amounts. The note and the
warrant(s)  contain  anti-dilution  provisions.  Documents related to the credit
facility  will  be  described  in  and attached to a current report on Form 8-K.
"We  are  very pleased to have formed a financial partnership with Laurus Fund,"
said  James  W.  Benson,  founding  chairman  and  chief  executive.  "With this
financing  in  place,  SpaceDev  has  achieved another important milestone as it
marshals  its  resources to commercialize micro satellites and hybrid propulsion
technology."

David  Grin,  fund manager of Laurus stated, "We are excited about the future of
SpaceDev and are impressed with their management team, vision and business plan.
We feel the Company's technology makes this an attractive investment opportunity
for  us  and  look  forward  to  a  long-term  relationship  with  SpaceDev."

Laurus  is  a  private  institutional equity fund, based in New York City, which
specializes  in  providing  financing  to  growing, small and mid-capitalization
companies.

ABOUT  SPACEDEV

SpaceDev  (OTCBB:  SPDV)  provides  affordable and innovative space products and
solutions  to  government  and  commercial  enterprises.  SpaceDev  products and
solutions  include  the  design,  manufacture,  marketing  and  operation  of
sophisticated micro and nano satellites, hybrid rocket-based orbital maneuvering
and  orbital  transfer  vehicles  (MTVs) as well as safe sub-orbital and orbital
hybrid rocket-based propulsion systems. SpaceDev has been awarded contracts from
the  Air  Force,  NASA,  National  Reconnaissance  Office  (NRO),  Boeing,  Jet
Propulsion Laboratory (JPL), California Space Authority (CSA), Scaled Composites
and  other  commercial  customers. For more information, visit www.spacedev.com.
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This  news  release  may  contain  forward-looking  statements  concerning  the
company's business and future prospects and other similar statements that do not
concern  matters  of  historical  fact.  Forward-looking  statements relating to
product  development,  business prospects and development of a commercial market
for  technological advances are based on the company's current expectations. The
company's current expectations are subject to all of the uncertainties and risks
customarily associated with new business ventures including, but not limited to,
risks  associated with new product development and availability of raw resources
and  suppliers,  risks  to  marketed  products and availability of financing and
other  sources  of  income, as well as risks discussed in the company's periodic
reports  filed  with  the  U.S.  Securities & Exchange Commission. The company's
actual  results  may  differ  materially  from current expectations. Readers are
cautioned  not  to put undue reliance on forward-looking statements contained in
this  release  and to read it in conjunction with the Company's annual report on
Form  10-KSB,  including  the consolidated financial statements filed therewith.
The  company  disclaims  any  intent  or  obligation  to  update  publicly these
forward-looking  statements,  whether  as  a  result  of new information, future
events  or  for  any  other  reason.


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