AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1.  CONTRACT ID CODE:   Pages
                                                   U-CPFF  PAGE  1  OF  7  PAGES
2.  AMENDMENT/MODIFICATION  NO.:  P00008      3.  EFFECTIVE  DATE:  July 7, 2004
4.  REQUISITION/PURCHASE  REQ.  NO.:  SEE  SCHEDULE     5.  PROJECT  NO.  (if
applicable)
6.  ISSUED  BY  AFRL/PK8VI     CODE:  FA9453
     DET  8  AF  RESEARCH  LABORATORY
     DIRECTORATE  OF  CONTRACTING/PK
     2251  MAXWELL  AVE  SE
     KIRTLAND  AFB,  NM  87117-5773
     SHARI  D.  BARNETT  (505)  846-6189
     Shari.Barnett@kirtland.af.mil
7.  ADMINISTERED  BY  (if  other  than  item  6)     CODE:  S0514A
     DCMA  SAN  DIEGO
     7675  DAGGET  ST  SUITE  200
     SAN  DIEGO,  CA  92111-2241
8.  NAME  AND  ADDRESS  OF CONTRACTOR (no., street, country, state and ZIP code)
CODE:  1J2T1     FACILITY  CODE
     SPACEDEV,  INC.
     13855  STOWE  DR
     POWAY  CA  92064
     (858)  375-2011
9A.  AMENDMENT  OF  SOLICITATION  NO.     9B.  DATED  (SEE  ITEM  11)
10A.  MODIFICATION  OF CONTRACT/ORDER NO.:  F29601-03-C-0036     10B. DATED (SEE
ITEM  13):  28  MAR  2003
11.  THIS  ITEM  ONLY  APPLIES  TO  AMENDMENTS  OF  SOLICITATIONS
[  ]  The  above  numbered solicitation is amended as set forth in Item 14.  The
hour  and  date  specified for receipt of Offers  [  ] is extended,  [  ] is not
extended.
Offers  must  acknowledge  receipt  of this amendment prior to the hour and date
specified  in  the  solicitation or as amended, by one of the following methods:
(a)  By  completing Items 8 and 15, and returningcopies of the amendment; (b) By
acknowledging  receipt of this amendment on each copy of the offer submitted; or
(c)  By  separate  letter  or  telegram  which  includes  a  reference  to  the
solicitation  and  amendment  numbers.  FAILURE  OF  YOUR  ACKNOWLEDGMENT  TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE  SPECIFIED  MAY  RESULT  IN  REJECTION OF YOUR OFFER.  If by virtue of this
amendment  you  desire  to change an offer already submitted, such change may be
made  by telegram or letter, provided each telegram or letter makes reference to
the  solicitation  and this amendment, and is received prior to the opening hour
and  date  specified.
12.   ACCOUNTING  AND  APPROPRIATION  DATA  (If  required):  SEE  SCHEDULE
13.  THIS ITEM APPLIES ONLY TO MODIFICATION OF CONTRACTS/ORDERS, IT MODIFIES THE
CONTRACT/ORDER  NO.  AS  DESCRIBED  IN  ITEM  14.
(X)  A.  THIS  CHANGE  ORDER IS ISSUED PURSUANT TO:  () THE CHANGES SET FORTH IN
ITEM  14  ARE  MADE  IN  THE  CONTRACT  ORDER  NO.  ITEM  10A.
      B.  THE  ABOVE  NUMBERED  CONTRACT/ORDER  IS  MODIFIED  TO  REFLECT  THE
ADMINISTRATIVE  CHANGES  (such  as changes in paying office, appropriation data,
etc.)  SET  FORTH  IN  ITEM  14,  PURSUANT  TO  THE  AUTHORITY OF FAR 43.103(b).
      C.  THIS  SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
(X)  D.  OTHER  (Specify  type  of  modification and authority):  FAR 52.232-22,
Limitation  of  Funds  and  52.243-2  Changes  --  Cost  Reimbursement
      E.  IMPORTANT:  Contractor  [   ]  is  not,  [X]  is required to sign this
document  and  return  1  copies  to  the  issuing  office.
14.   DESCRIPTION  OF AMENDMENT/MODIFICATION (Organized by UCF section headings,
including  solicitation/contract  subject  matter  where  feasible.)
SUBJECT:  EXTENSION,  COST  GROWTH,  AND  DESCOPE  OF  OPTION  STATEMENT OF WORK
Except  as  provided herein, all terms and conditions of the document referenced
in  Item  9A  or 10A, as heretofore changed, remains unchanged and in full force
and  effect.
15A.  NAME  AND  TITLE  OF  SIGNER  (Type  or print)
/s/ Richard B. Slansky, CFO
15B. CONTRACTOR/OFFEROR
/s/ Richard B. Slansky
15C.  DATE  SIGNED
July 6, 2004
16A.  NAME AND TITLE OF SIGNER (Type or print)
Shari D. Barnett
16B. UNITED STATES OF AMERICA
/s/ Shari D. Barnett
SHARI  D.  BARNETT,  Contracting  Officer
16C.  DATE  SIGNED
July 7, 2004
NSN  7540-01-152-8070     30-105
STANDARD  FORM  30  (REV.10-83)
PREVIOUS  EDITION  UNUSABLE
Prescribed  by  GSA
ConWrite  Version  6.1.5
FAR  (48  CFR)  53.243
Created  01  Jul  2004   4:40  PM

PAGE

1. PURPOSE:  The contract is hereby modified to extend the period of performance
for  CLINs  0001-0006,   incorporate the cost growth on CLINs 0001-0003, descope
the  effort  for  CLINs  0004-0006,  transfer  funding  from  InfoCLIN 000401 to
InfoCLIN  000105  and  decrease  the  overall  contract price as a result of the
aforementioned  changes. As a result of this action, the contract is modified in
the  following  particulars.

2.  CONTRACT  PRICE:  The  contract  price  is  decreased  by-$87,593.00

3.  AMOUNT  OBLIGATED:   The  total  amount  obligated  to  the  contract is not
changed  as  a  result of this modification. However, funds are transferred from
InfoCLIN  000401  to  000105  to  fully  fund  CLINs  0001-0003.

4.  CHANGES  TO  THE  CONTRACT:

     a.  Globally  change  all references to Lt. Jessy Jones to Lt. John Madsen.

     b.  SF26,  Block  15G - Delete $2,565,004.00 and replace with $2,477,411.00

     c.  PART  I  -  THE  SCHEDULE,  SECTION  B  -  SUPPLIES  OR  SERVICES  AND
PRICES/COSTS

      (1)  Revise  as  follows:


                                   Qty                         Unit  Price
ITEM     SUPPLIES  OR  SERVICES    Purch Unit          Total  Item  Amount
----     ----------------------    -----------         -------------------

0001     CLIN  Change                                         $1,670,913.00
                                      Lot                 NTE  +$119,927.00
          Noun:                       SMALL SHUTTLE-COMPATIBLE PROPULSION MODULE
          Total  Quantity:            1
          New  Total  Item  Amount:   $1,670,913.00
          ACRN:                       9
          NSN:                        N  -  Not  Applicable
          Contract  type:             U  -  COST  PLUS  FIXED  FEE
          Inspection:                 DESTINATION
          Acceptance:                 DESTINATION
          FOB:                        DESTINATION
          Descriptive  Data:
          THE  CONTRACTOR  SHALL  FURNISH  ALL  LABOR  ,   SUPPLIES,   HARDWARE,
          MATERIALS,  TRAVEL,  FACILITIES,  AND  OTHER  DIRECT  COSTS REASONABLY
          REQUIRED  TO  ACCOMPLISH  THE  CONTRACTOR'S STATEMENT OF WORK ENTITLED
          "SMALL  SHUTTLE-COMPATIBLE  PROPULSION MODULE", DATED 30 AUG 02, TASKS
          1-9,  HEREBY  INCORPORATED  BY  REFERENCE.

          INCREASE  IN  VALUE  AS  A  RESULT  OF  SETTLEMENT  OF COST GROWTH AND
          EXTENSION.

000105     CLIN                       Change
           Noun:                      Funding  Info  Only
           ACRN:                      AE     +$119,927.00
           PR/MIPR:                   GAFRL04X                       $119,927.00

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                                   Qty                         Unit  Price
ITEM     SUPPLIES  OR  SERVICES    Purch Unit          Total  Item  Amount
----     ----------------------    -----------         -------------------

0004      CLIN  Change                                     EST  $806,498.00
                                    Lot                   EST  -$207,520.00
          Noun:                       CONTINUATION OF THE NOMINAL MTV DESIGN
          Total  Quantity:            1
          New  Total  Item  Amount:   $806,498.00
          ACRN:                       9
          NSN:                        N  -  Not  Applicable
          Contract  type:             U  -  COST  PLUS  FIXED  FEE
          Inspection:                 DESTINATION
          Acceptance:                 DESTINATION
          FOB:                        DESTINATION

          Descriptive  Data:
          THE CONTRACTOR SHALL FURNISH ALL LABOR, SUPPLIES, HARDWARE, MATERIALS,
          TRAVEL,  FACILITIES,  AND  OTHER  DIRECT  COSTS REASONABLY REQUIRED TO
          ACCOMPLISH  THE  CONTRACTOR'S  STATEMENT  OF  WORK  ENTITLED  "SMALL
          SHUTTLE-COMPATIBLE  PROPULSION  MODULE",  DATED  30 AUG 02, TASK 10 AS
          AMENDED  ON  15  APR  04,  HEREBY  INCORPORATED  BY  REFERENCE.

          CLIN  IS  DECREASED  AS  A RESULT OF THE DESCOPE TO THE OPTION EFFORT.

000401     CLIN  Change

          Noun:                      Funding  Info  Only
          ACRN:                      AE     -$119,927.00
          PR/MIPR:                   GAFRL04Y                       -$119,927.00


     (2)  Revise  AFMC  5352.216-9001 PAYMENT OF FEE (AFMC) (CPFF) (Jul 1997) as
follows:

The  estimated  cost  and fee for this contract are shown below.  The applicable
fixed  fee  or  target fee set forth below may be increased or decreased only by
negotiation  and  modification  of  the  contract for added or deleted work.  As
determined  by  the  contracting  officer,  it  shall  be paid as it accrues, in
regular  installments  based  upon  the percentage of completion of work (or the
expiration  of  the  agreed-upon  period(s)  for  term  contracts).

BASIC  EFFORT:
Estimated  Cost:  $1,575,671
Fixed  Fee:  $95,242.00

Applicable  to  following  Line  Items:  CLINs  0001-0003

OPTION  1:

Estimated  Cost:  $757,275.00
Fixed  Fee:  $49,223.00

Applicable  to  following  Line  Items:  CLINs  0004-0006

     (3)  Revise  B054  IMPLEMENTATION  OF  LIMITATION  OF  FUNDS  (Feb 2003) as
follows:

          (a)  The  sum  allotted  to this contract and available for payment of
     costs  under  CLINs  0001-0003  through  completion  in accordance with the
     clause  in  Section I entitled "Limitation of Funds" is $1,575,671. The sum
     allotted  to  this  contract and available for payment of costs under CLINs
     0004-0006  through  15  Oct  04  in accordance with the clause in Section I
     entitled  "Limitation  of  Funds"  is  $525,423.00.

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          (b) In addition to the amount allotted under the "Limitation of Funds"
     clause, the additional amount of $95,242.00 is obligated for payment of fee
     for  work  completed  under  CLINs  0001-0003.  In  addition  to the amount
     allotted  under  the "Limitation of Funds" clause, the additional amount of
     $34,152.00  is  obligated for payment of fee for work completed under CLINs
     0004-0006.

     (4)  Add PRS-B002 COST CAP (Jul 2004) as follows:

As  a  result  of negotiations, the labor overhead and G&A rates shall be capped
for  the lifetime of this contract. The Labor Overhead rate is capped at 110.00%
and the G&A rate is capped at 40.00%. All costs in excess of the said caps shall
be  borne  by  the  Contractor  and  shall  not  be charged to this or any other
Government  contract  directly  or  indirectly.  Billings  are  subject  to DCMA
confirmation.

     d.  PART I - THE SCHEDULE, SECTION C - DESCRIPTION/SPECS/STATEMENT OF WORK:

     Revise  C003 INCORPORATED DOCUMENTS/REQUIREMENTS (Apr 1998), paragraph 1 as
follows:


1.  Work  called  for by the contract line items specified in SECTION B shall be
performed  in  accordance  with  the  following:

     The  contractor's  technical  proposal  entitled  "Small Shuttle-Compatible
Propulsion  Module", dated 30 August 02, is hereby incorporated by reference and
constitutes  the  Statement  of  Work  (SOW)  as  amended  15  Apr  04 for CLINs
0004-0006.


     e.  PART  I  -  THE  SCHEDULE  SECTION  F  -  DELIVERIES  OR  PERFORMANCE

          Revise  as  follows:




                                               SHIP      MARK      TRANS
ITEM      SUPPLIES SCHEDULE DATA      QTY      TO        FOR       PRI      DATE
----      ------------------------    ---      --        ---       ---     -----
0001                                  1        FA9453              29  NOV  2004

          Noun:                       SMALL SHUTTLE-COMPATIBLE PROPULSION MODULE
          ACRN:                       9
          Descriptive  Data:
          TECHNICAL  COMPLETION  DATE  30  AUG  04
          CONTRACT  COMPLETION  DATE  29  NOV  04



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                                               SHIP      MARK      TRANS
ITEM      SUPPLIES SCHEDULE DATA      QTY      TO        FOR       PRI      DATE
----      ------------------------    ---      --        ---       ---     -----

0003                                  1        FA9453              30  AUG  2004

          Noun:                       HARDWARE
          ACRN:                       U
          Descriptive  Data:
          THE  CONTRACTOR  SHALL  DELIVER  A  PROTOTYPE MANEUVERING AND TRANSFER
          VEHICLE  PROPULSION  MODULE  TO:

          AFRL/PSLS
          4600  RANDOLPH  AVE  SE  (BLDG  1010W)
          KIRTLAND  AFB  NM  87117-6008

          MARKED  FOR:  F29601-03-C-0036

          INCLUDE  THE  FOLLOWING  INFORMATION  ON  THE  SHIPPING  LABEL(S):

          INSTRUCTIONS  TO  RECEIVING  PERSONNEL:  DO  NOT  OPEN.  CONTENTS  ARE
          SENSITIVE  WHEN  IMPROPERLY OPENED OR HANDLED. CONTACT THE RESPONSIBLE
          TECHNICAL  PROJECT  OFFICER  IMMEDIATELY  UPON  RECEIPT.

          TPOC:  LT  JOHN  MADSEN
          ORGANIZATION:  AFRL/VSE-L
          PHONE  NUMBER:  505-853-2947


0004                                  1        FA9453              04  APR  2005

          Noun:                       CONTINUATION OF THE NOMINAL MTV DESIGN
          ACRN:                       9
          Descriptive  Data:
          TECHNICAL  COMPLETION:  3  JAN  05
          CONTRACT  COMPLETION:  4  APR  05


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                                               SHIP      MARK      TRANS
ITEM      SUPPLIES SCHEDULE DATA      QTY      TO        FOR       PRI      DATE
----      ------------------------    ---      --        ---       ---     -----

0006                                  1        FA9453              03  FEB  2005

          Noun:                       HARDWARE
          ACRN:                       U
          Descriptive  Data:
          Delivery  of  breadboard  test  devices.  The  shipping  address  is:
          AFRL/PSOLS  (LMCA),  Bldg 1010W, 4600 Randolph, Kirtland AFB NM 87117.
          Include the contract number and the AFRL Project Manager's name, phone
          number  and  office  symbol  on  the  shipping  documents. Include the
          following  Special  Instructions:

          RECEIVING  PERSONNEL:  DO  NOT  OPEN. Contents are Sensitive to Damage
          When  Improperly  Opened  or  Handled.  Contract  the Responsible AFRL
          Project  Manager  immediately.

f.  PART  I  -  THE  SCHEDULE,  SECTION  G  -  CONTRACT  ADMINISTRATION  DATA

          (1)  Revise  as  follows:


                                                                      Obligation
ACRN     Appropriation/Lmt  Subhead/Supplemental  Accounting  Data        Amount
----     ---------------------------------------------------------        ------

AE       ACRN  Change                                                     +$0.00
         57   33600  293  4735  635077  6VE0SU  58800  63401F  503000  F03000
         Total  ACRN  Amount:     $800,000.00
         Funding  breakdown:      On  CLIN  000105:     +$119,927.00
                                  On  CLIN  000401:     -$119,927.00
         PR/MIPR:                 GAFRL04X               $119,927.00
                                  GAFRL04Y              -$119,927.00
         JON:  5077SUAA

          (2)  Revise  the  table  in  G005  PAYMENT  INSTRUCTIONS  FOR MULTIPLE
     ACCOUNTING  CLASSIFICATION  CITATIONS  (Mar  2001)  as  follows:

Payment  for  all  effort  under  this  contract should be made in the order and
amounts  shown  in  the informational subline item(s) in Section B, CLIN 0001 of
the  contract  and  recapped below.  Exhaust the funds in each ACRN before using
funds  from  the  next  listed  ACRN.

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                                                                     PAGE 6 OF 7

ACRN        SUBCLIN  NO.          TOTAL  OBLIGATED
AA          000101                     $375,000.00
AB          000102                    -$375,000.00
AC          000103                     $680,488.00
AD          000104                     $375,000.00
AE          000105                     $240,425.00
AE          000401                     $559,575.00

Total                                $2,230,488.00


     g.  PART  I,  THE  SCHEDULE  -  SECTION  H - SPECIAL CONTRACT REQUIREMENTS:

     Revise  H032  PRINCIPAL  INVESTIGATOR  (Mar  1998)  as  follows:

The  SpaceDev  Principal  Investigator  for  this  effort is Chris Grainger.  No
substitution  shall  be made without the prior written approval of the Air Force
Procuring  Contracting  Officer  (PCO).

     h.  PART  II,  CONTRACT  CLAUSES  -  SECTION  I  CONTRACT  CLAUSES:

     Revise  AFMC 5352.215-9005 INCORPORATION OF CONTRACTOR'S TECHNICAL PROPOSAL
(AFMC)  (Aug  1998)  as  follows:

          Para  (a),  Paragraph  Numbers:  '5.0'
          Para  (a),  Paragraph Numbers: '6 Tasks 1-9 and Task 10, as amended 15
          Apr  04'
          Para  (a),  Version  Number(s):  'F021-0503'
          Para  (a),  Dated:  '30  AUG  2002'
          Para  (a),  Entitled:  'Small  Shuttle-Compatible  Propulsion  Module'
          Para  (b),  Rank  order:  'last'

5.  This  Supplemental Agreement constitutes a full and equitable adjustment and
the  Contractor  releases  the  Government  from any and all liability under the
contract  for further equitable adjustments arising out of or in connection with
the changes effected hereby.  All other terms and conditions remain unchanged as
a  result  of  this  modification.

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