Exhibit  10.2

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

                            SECURED CONVERTIBLE NOTE
                            ------------------------

     FOR  VALUE  RECEIVED,  SpaceDev,  Inc., a Colorado corporation (hereinafter
called  the "BORROWER"), hereby promises to pay to LAURUS MASTER FUND, LTD., c/o
Ironshore  Corporate  Services Ltd., P.O. Box 1234 G.T., Queensgate House, South
Church Street, Grand Cayman, Cayman Islands, Fax: 345-949-9877 (the "HOLDER") or
its registered assigns, on order, without demand, the sum of ONE MILLION DOLLARS
($1,000,000),  or such other amount as may be due and owing from time to time by
Borrower to Holder pursuant to the terms of the Security Agreement (as hereafter
defined)  (the  "PRINCIPAL  AMOUNT"),  together  with  any  accrued  and  unpaid
interest,  on  June  3,  2005  (the  "MATURITY  DATE").

     Capitalized  terms  used  herein without definition shall have the meanings
ascribed  to  such  terms in the Security Agreement between the Borrower and the
Holder dated the date hereof (as amended, modified and supplemented from time to
time,  the  "SECURITY  AGREEMENT").

     The  following  terms  shall  apply  to  this  Note:
                                    ARTICLE I

                                    INTEREST
     1.1.       Interest  Rate.  Subject to Section 1.2 hereof, interest on this
Note  shall  be payable at the Contract Rate in accordance with the terms of the
Security  Agreement.

     1.2.  Default  Rate. Following the occurrence and during the continuance of
an Event of Default, interest on this Note shall be payable at the Default Rate.

                                   ARTICLE II

                               ADVANCES UNDER NOTE
     2.1.       Mechanics  of Advances.  All Revolving Credit Advances evidenced
by  this  note  shall be made in accordance with the terms and provisions of the
Security  Agreement.

                                   ARTICLE III

                                CONVERSION RIGHTS

     3.1.     Optional Conversion. Subject to the terms of this Article III, the
Holder  shall  have  the  right,  but  not the obligation, at any time until the
Maturity  Date  or  thereafter during an Event of Default (as defined in Article
V),  to  convert  all  or any portion of the outstanding Principal Amount and/or
accrued  interest  and  fees  due  and payable into fully paid and nonassessable
shares  of  Common  Stock  at the conversion price set forth in Section 3.2 (the
"CONVERSION  PRICE").  The  shares  of  Common  Stock  to  be  issued  upon such
conversion  are  herein  referred  to  as  the  "CONVERSION  SHARES."

     3.2.  Conversion  Price.  Subject  to adjustment as provided in Section 3.7
hereof,  the  Conversion  Price  per share shall be $0.54 (the "FIXED CONVERSION
PRICE")  which  price  shall  be determined at closing by multiplying the volume
weighted  average  closing price of the Borrower's Common Stock for the ten (10)
trading  days  prior to closing by 103%. If an Event of Default has occurred and
shall  be  continuing hereunder, then the Conversion Price shall be equal to the
lower  of  (i) the Fixed Conversion Price; or (ii) eighty three percent (83%) of
the  average  of  the  three  lowest  closing prices for the Common Stock on the
principal  trading  exchange  or  market  for  the Common Stock, (the "PRINCIPAL
MARKET"),  or on any securities exchange or other securities market on which the
Common  Stock  is  then being listed or traded, for the thirty (30) trading days
prior  to  but  not  including  the  Conversion  Date.  For  every $1 million of
conversions  made  hereunder,  the  fixed  Conversion  Price shall thereafter be
adjusted  upward  to equal 103% of the volume weighted average closing price for
the  ten (10) trading days prior to the last day of the period during which such
$1  million  has  been  converted.

     3.3.  Conversion  Limitation.  Notwithstanding anything contained herein to
the  contrary,  the  Holder  shall  not  be  entitled  to convert, nor shall the
Borrower  be permitted to require the Holder to accept, pursuant to the terms of
this  Note  an  amount  that would be convertible into that number of Conversion
Shares  which would exceed the difference between the number of shares of Common
Stock  beneficially  owned  by such holder or issuable upon exercise of warrants
held  by  such holder and 4.99% of the outstanding shares of Common Stock of the
Borrower.  For  the  purposes  of the immediately preceding sentence, beneficial
ownership  shall  be determined in accordance with Section 13(d) of the Exchange
Act  and  Regulation  13d-3 thereunder. The Holder may void the Conversion Share
limitation  described  in  this  Section  3.3  upon  75 days prior notice to the
Borrower  or  without  any  notice  requirement  upon  an  Event  of  Default.

     3.4.       Mechanics  of Conversion. In the event that the Holder elects to
convert  this  Note  into  Common  Stock,  the  Holder shall give notice of such
election  by  delivering an executed and completed notice of conversion ("NOTICE
OF  CONVERSION")  to  the Borrower and such Notice of Conversion shall provide a
breakdown  in  reasonable  detail  of  the  amount  of Principal Amount, accrued
interest  and  fees  that  are  being  converted.  On  each  Conversion Date (as
hereinafter defined) and in accordance with its Notice of Conversion, the Holder
shall  make  the appropriate reduction to the Principal Amount, accrued interest
and  fees  as entered in its records and shall provide written notice thereof to
the  Borrower within two (2) business days after the Conversion Date.  Each date
on  which  a  Notice of Conversion is delivered or telecopied to the Borrower in
accordance  with  the  provisions  hereof shall be deemed a Conversion Date (the
"CONVERSION  DATE").  A form of Notice of Conversion that may be employed by the
Holder  is  annexed  hereto  as Exhibit A.  The Borrower will cause the transfer
agent  to  transmit  the  certificates representing the Conversion Shares to the
Holder  by  crediting  the  account  of  the Holder's designated broker with the
Depository  Trust  Corporation  ("DTC")  through  its  Deposit  Withdrawal Agent
Commission  ("DWAC")  system within three (3) business days after receipt by the
Borrower  of  the  Notice  of  Conversion  (the  "DELIVERY  DATE").

     In  the  case of the exercise of the conversion rights set forth herein the
conversion  privilege  shall be deemed to have been exercised and the Conversion
Shares  issuable  upon  such conversion shall be deemed to have been issued upon
the  date  of  receipt  by the Borrower of the Notice of Conversion.  The Holder
shall  be  treated  for  all purposes as the record holder of such Common Stock,
unless  the  Holder  provides the Borrower written instructions to the contrary.

     3.5.       Late  Payments.  The  Borrower  understands  that a delay in the
delivery  of  the  shares  of Common Stock in the form required pursuant to this
Article  beyond  the  Delivery Date could result in economic loss to the Holder.
As  compensation  to  the  Holder for such loss, the Borrower agrees to pay late
payments to the Holder for late issuance of the such shares in the form required
pursuant to this Article III upon conversion of the Note, in the amount equal to
the  greater  of  (i)  $500 per business day after the Delivery Date or (ii) the
Borrower's  actual  damages  from such delayed delivery.  The Borrower shall pay
any  payments  incurred  under  this Section in immediately available funds upon
demand  and,  in  the  case  of  actual  damages,  accompanied    by  reasonable
documentation  of  the  amount  of  such  damages.

     3.6.  Adjustment Provisions. The Fixed Conversion Price and number and kind
of  shares  or other securities to be issued upon conversion determined pursuant
to  Sections  3.1 and 3.2, shall be subject to adjustment from time to time upon
the happening of certain events while this conversion right remains outstanding,
as  follows:

     A.     Reclassification,  etc.  If  the  Borrower  at  any  time  shall, by
reclassification  or  otherwise,  change  the  Common  Stock  into the same or a
different  number  of  securities  of any class or classes, this Note, as to the
unpaid Principal Amount and accrued interest thereon, shall thereafter be deemed
to evidence the right to purchase an adjusted number of such securities and kind
of  securities  as  would  have  been issuable as the result of such change with
respect  to the Common Stock immediately prior to such reclassification or other
change.


     B.  Stock Splits, Combinations and Dividends. If the shares of Common Stock
are  subdivided or combined into a greater or smaller number of shares of Common
Stock,  or  if a dividend is paid on the Common Stock in shares of Common Stock,
the  Fixed  Conversion  Price  shall  be  proportionately  reduced  in  case  of
subdivision of shares or stock dividend or proportionately increased in the case
of  combination of shares, in each such case by the ratio which the total number
of  shares of Common Stock outstanding immediately after such event bears to the
total  number  of  shares  of Common Stock outstanding immediately prior to such
event.

     C.  Share  Issuances. Subject to the provisions of this Section 3.6, if the
Borrower  shall  at any time prior to the conversion or repayment in full of the
Principal  Amount  issue  any  shares of Common Stock to a person other than the
Holder  (otherwise  than (i) pursuant to Subsections A or B above; (ii) pursuant
to  options,  warrants,  or other obligations to issue shares outstanding on the
date hereof as disclosed to Holder in writing; or (iii) pursuant to options that
may  be  issued  under  any employee incentive stock option and/or any qualified
stock  option  plan  adopted  by the Borrower for a consideration per share (the
"Offer  Price"))  less  than the Fixed Conversion Price in effect at the time of
such  issuance,  then  the  Fixed Conversion Price shall be immediately reset to
such lower Offer Price. For purposes hereof, the issuance of any security of the
Borrower  convertible into or exercisable or exchangeable for Common Stock shall
result  in an adjustment to the Fixed Conversion Price only upon the conversion,
exercise  or  exchange  of  such  securities.

     D. Computation of Consideration. For purposes of any computation respecting
consideration  received  pursuant  to  Subsection  C  above, the following shall
apply:

          (a)  in  the  case of the issuance of shares of Common Stock for cash,
     the  consideration  shall  be  the amount of such cash, provided that in no
     case  shall  any  deduction be made for any commissions, discounts or other
     expenses  incurred  by  the  Borrower  for any underwriting of the issue or
     otherwise  in  connection  therewith;

          (b)  in  the  case  of  the  issuance  of shares of Common Stock for a
     consideration  in whole or in part other than cash, the consideration other
     than cash shall be deemed to be the fair market value thereof as determined
     in  good  faith  by the Board of Directors of the Borrower (irrespective of
     the  accounting  treatment  thereof);  and

          (c)  in  the  case  of  the issuance of securities convertible into or
     exchangeable  for  shares  of  Common  Stock,  the  aggregate consideration
     received  therefor  shall be deemed to be the consideration received by the
     Borrower  for  the  issuance of such securities plus the additional minimum
     consideration,  if  any, to be received by the Borrower upon the conversion
     or exchange thereof (the consideration in each case to be determined in the
     same  manner  as  provided  in clauses (a) and (b) of this Subsection (D)).

     3.7.       Reservation  of  Shares.  Except  as  otherwise  provided in the
Securities  Agreement,  during  the  period  the  conversion  right  exists, the
Borrower will reserve from its authorized and unissued Common Stock a sufficient
number  of  shares  to  provide  for  the issuance of Common Stock upon the full
conversion  of  this  Note.  The  Borrower  represents  that upon issuance, such
shares  will  be  duly  and  validly issued, fully paid and non-assessable.  The
Borrower  agrees  that its issuance of this Note shall constitute full authority
to  its  officers,  agents, and transfer agents who are charged with the duty of
executing  and  issuing  stock  certificates  to execute and issue the necessary
certificates  for  shares  of  Common  Stock  upon  the conversion of this Note.

     3.8.  Registration  Rights. The Holder has been granted registration rights
with respect to the shares of Common Stock issuable upon conversion of this Note
as  more  fully  set  forth  in  a  Registration Rights Agreement dated the date
hereof.

     3.9.  Required Conversion. In the event that the Common Stock trades on the
Principal  Market at a price greater than 118% of the Fixed Conversion Price for
a  period  of at least five (5) consecutive trading days, then the Borrower may,
at  its  sole  option,  provide  the  Holder  irrevocable  written notice ("CALL
NOTICE")  requiring  the  conversion  at  the Fixed Conversion Price of all or a
portion  of  the Note held by the Holder (subject to the limitation provided for
in  Section 3.3) as of the date set forth in such Call Notice (the "CALL DATE").
The  Call  Date shall be at least eleven (11) trading days following the date of
the  Call  Notice,  provided  a  registration statement covering resales of that
number  of  Conversion  Shares provided for in the Call Notice has been declared
effective and is available for use. The number of Conversion Shares to be issued
in  connection  with  any  such  conversion pursuant to a particular Call Notice
pursuant  to  this  Section  3.9  shall  not  exceed 25% of the aggregate dollar
trading  volume of the Common Stock for the eleven (11) trading days immediately
preceding  the  Call  Date. If the price of the Common Stock falls below 118% of
the  Conversion  Price  during  the eleven (11) trading day period preceding the
Call  Date,  then  the  Holder  will  no  longer be required to convert the Note
pursuant  to  such  Call  Notice. The Company shall not be permitted to give the
Investor  more  than  one  notice  during  any  twenty-two  (22)  day  period.

                                   ARTICLE IV

                                EVENT OF DEFAULT
     The  occurrence  of  any  of  the  following  events is an Event of Default
("EVENT  OF  DEFAULT"):

     4.1.       Failure  to Pay Principal, Interest or other Fees.  The Borrower
fails  to  pay any installment of principal, interest or other fees hereon or on
any  other  promissory note issued pursuant to the Security Agreement, when due;
or  fails  to  make  any  payment,  when  due, arising from the occurrence of an
Overadvance provided, however, the Borrower shall have five (5) business days to
cure  any  such  failure.

     4.2.  Breach  of Covenant. The Borrower breaches any covenant or other term
or condition of this Note in any material respect and such breach, if subject to
cure,  continues  for  a  period  of ten (10) days after the occurrence thereof.

     4.3.  Breach of Representations and Warranties. Any material representation
or  warranty  of  the  Borrower  made  herein, or in any agreement, statement or
certificate  given in writing pursuant hereto or in connection herewith shall be
false  or  misleading;  provided,  however,  the  Borrower  shall  have ten (10)
business  days  to  cure  such  failure.

     4.4.  Receiver  or  Trustee.  The Borrower shall make an assignment for the
benefit  of  creditors, or apply for or consent to the appointment of a receiver
or trustee for it or for a substantial part of its property or business; or such
a  receiver  or  trustee  shall  otherwise  be  appointed.

     4.5.  Judgments. Any money judgment, writ or similar final process shall be
entered or filed against the Borrower or any of its property or other assets for
more  than  $250,000,  and  shall  remain  unvacated, unbonded or unstayed for a
period  of  ninety  (90)  days.

     4.6.  Bankruptcy.  Bankruptcy,  insolvency,  reorganization  or liquidation
proceedings  or other proceedings for relief under any bankruptcy law or any law
for  the  relief  of  debtors  shall  be  instituted by or against the Borrower;
provided, however, that where such action is instituted against the Borrower but
is  dismissed  within  thirty  (30) days after the filing of such petition, this
provision  shall  not  apply  to  such  action.

     4.7.  Stop  Trade.  An  SEC  stop  trade  order or Principal Market trading
suspension of the Common Stock for five (5) consecutive trading days or five (5)
days  during  a  period of 10 consecutive trading days, excluding in all cases a
suspension  of  all  trading  on  a  Principal  Market.

     4.8. Default Under Related Agreement. The occurrence of an Event of Default
under  and  as  defined  in  the  Security  Agreement.

                                    ARTICLE V

                                 DEFAULT PAYMENT

     5.1.  Default  Payment.  If  an Event of Default occurs, the Holder, at its
option,  may  elect,  in addition to all rights and remedies of Holder under the
Security Agreement and all obligations of Borrower under the Security Agreement,
to  require  the  Borrower  to  make  a Default Payment ("DEFAULT PAYMENT"). The
Default  Payment  shall be 125% of the outstanding principal amount of the Note,
plus  accrued but unpaid interest, all other fees then remaining unpaid, and all
other  amounts  payable hereunder. The Default Payment shall be applied first to
any  fees due and payable to the Holder, then to accrued and unpaid interest due
on  the  Note  and  then  to  the  principal  balance  of  the  Note.

     5.2.  Default  Payment  Date and Default Notice Period. The Default Payment
shall  be  due  and  payable  on the eleventh (11th) business day after the date
written notice is sent from the Holder to the Borrower of an Event of Default as
defined  in  Article IV ("DEFAULT PAYMENT DATE"). The period between the date of
the  written  notice  from the Holder to the Borrower of an Event of Default and
the  Default  Payment  Date  shall be the "DEFAULT NOTICE PERIOD." If during the
Default  Notice  Period,  the  Borrower cures the Event of Default, the Event of
Default  will  no  longer  exist and any rights the Holder had pertaining to the
Event  of  Default  will  no  longer exist. If the Event of Default is not cured
during the Default Notice Period, all amounts payable hereunder shall be due and
payable  on the Default Payment Date, all without further demand, presentment or
notice,  or  grace  period,  all  of  which  hereby  are  expressly  waived.

     5.3. Cumulative Remedies. The remedies under this Note shall be cumulative.

                                   ARTICLE VI

                                  MISCELLANEOUS

     6.1.       Failure  or  Indulgence  Not Waiver.  No failure or delay on the
part  of  the  Holder  hereof  in  the exercise of any power, right or privilege
hereunder  shall  operate  as  a waiver thereof, nor shall any single or partial
exercise  of  any  such  power,  right  or  privilege  preclude other or further
exercise  thereof  or  of  any  other right, power or privilege.  All rights and
remedies  existing hereunder are cumulative to, and not exclusive of, any rights
or  remedies  otherwise  available.

     6.2.  Notices. Any notice herein required or permitted to be given shall be
in  writing and provided in accordance with the terms of the Security Agreement.

     6.3.  Amendment  Provision.  The  term "Note" and all reference thereto, as
used  throughout  this  instrument,  shall  mean  this  instrument as originally
executed,  or  if  later  amended  or  supplemented,  then  as  so  amended  or
supplemented.

     6.4.  Assignability.  This  Note shall be binding upon the Borrower and its
successors  and  assigns,  and  shall inure to the benefit of the Holder and its
successors and assigns, and may be assigned by the Holder with the prior written
consent  of  the  Borrower,  which  consent  shall not be unreasonably withheld.

     6.5.  Cost  of  Collection. If default is made in the payment of this Note,
the  Borrower  shall  pay  the  Holder  hereof  reasonable  costs of collection,
including  reasonable  attorneys'  fees.

     6.6.  Governing  Law.  This  Note  shall  be  governed  by and construed in
accordance  with the laws of the State of New York, without regard to principles
of  conflicts  of  laws.  Any  action  brought by either party against the other
concerning the transactions contemplated by this Agreement shall be brought only
in the state courts of New York or in the federal courts located in the state of
New  York.  Both  parties  and the individual signing this Note on behalf of the
Borrower  agree  to  submit  to  the jurisdiction of such courts. 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 Note 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 unenforceability of any other provision of this
Note. Nothing contained herein shall be deemed or operate to preclude the Holder
from  bringing  suit  or  taking  other legal action against the Borrower in any
other  jurisdiction  to  collect  on  the  Borrower's  obligations to Holder, to
realize  on  any  collateral  or  any other security for such obligations, or to
enforce  a  judgment  or  other  court  order  in  favor  of  Holder.

     6.7.  Maximum  Payments.  Nothing  contained  herein  shall  be  deemed  to
establish  or  require  the  payment  of  a rate of interest or other charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest  required  to  be  paid  or  other charges hereunder exceed the maximum
permitted  by such law, any payments in excess of such maximum shall be credited
against  amounts  owed  by  the  Borrower to the Holder and thus refunded to the
Borrower.

     6.8. Security Interest. The holder of this Note has been granted a security
interest  in certain assets of the Borrower more fully described in the Security
Agreement.

     6.9.  Construction.  Each  party  acknowledges  that  its  legal  counsel
participated in the preparation of this Note 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 Note to favor any party
against  the  other.

<PAGE>
IN  WITNESS  WHEREOF, the Borrower has caused this Note to be signed in its name
effective  as  of  this  3rd  day  of  June,  2003.
SPACEDEV,  INC.

                            By: /s/ James W. Benson
                             ----------------------
                            WITNESS: James W. Benson
                             /s/ Richard B. Slansky
                            -------------------------
                               Richard B. Slansky

<PAGE>
                                     ------
                              NOTICE OF CONVERSION
                              --------------------
(To  be  executed  by  the  Holder  in  order  to  convert  the  Note)
     The  undersigned  hereby  elects to convert $_________ of the principal and
$_________  of  the  interest  due  on  the  Note  issued  by  ____________ on [
]  ___,  2003  into  Shares  of  Common  Stock  of ____________ (the "Borrower")
according  to  the  conditions  set  forth  in such Note, as of the date written
below.

Date  of  Conversion:                             ------------------------------

Conversion  Price:                                ------------------------------

Shares  To  Be  Delivered:                        ------------------------------

Signature:                                        ------------------------------

Print  Name:                                      ------------------------------

Address:                                          ------------------------------


<PAGE>