SEPARATION AGREEMENT AND GENERAL RELEASE
                    ----------------------------------------
     THIS  SEPARATION AGREEMENT AND GENERAL RELEASE (hereinafter "AGREEMENT") is
made  and entered into by and between Stuart Schaffer ("Schaffer") and SpaceDev,
Inc.  ("EMPLOYER"),  and  inures  to  the benefit of each of EMPLOYER's current,
former  and  future  parents,  subsidiaries,  related entities, employee benefit
plans  and  their  fiduciaries,  predecessors,  successors, officers, directors,
shareholders,  agents,  employees  and  assigns.

                                    RECITALS

     A.  Schaffer  has been, for a period of time, a Director and an employee of
EMPLOYER, most recently as its Vice President of Marketing & Product Management;

     B.  Schaffer  has  agreed  to  tender  his  resignation as an employee with
EMPLOYER,  effective  on  August 8, 2003 (referred to herein as the "Resignation
Date"),  and  EMPLOYER  has  agreed  to  accept  Schaffer's resignation upon its
tender,  subject  to  the  terms  and  conditions  set  forth  herein;

     C.  Schaffer  has  agreed  to  remain  on  the  Board  of Directors without
additional  compensation,  other  than  as set forth herein, for a period of one
year;  and,  further agrees to immediately resign from the Board of Directors at
the  request  of  the  Chairman  of  the  Board  at  any  time;

     D.  Schaffer has also agreed that, beginning on July 2, 2003 and continuing
through  the  Resignation  Date  (the  "Transition  Period"),  he  will  perform
transition  support for EMPLOYER, according to the following schedule: up to ten
(10)  hours  per  week through July 18, 2003 and no more than four (4) hours per
week thereafter until Resignation Date, as reasonably requested by EMPLOYER, and
that  beginning  July  2, 2003, Schaffer agrees to a cessation of vesting of all
granted stock options, and beginning on July 19, 2003 and continuing through the
Resignation  Date, Schaffer will receive 50% of his salary plus full benefits as
stated  herein  (the  "Modified  Salary  Terms"),  which  transition support and
Modified  Salary  Terms  are  accepted  by  EMPLOYER,  subject  to the terms and
conditions  hereof;

     E.  Schaffer and EMPLOYER wish permanently to resolve any and all potential
disputes  arising out of Schaffer's employment with EMPLOYER or the cessation of
that  employment.

     NOW, THEREFORE, for and in consideration of the execution of this AGREEMENT
and  the  mutual  covenants  contained in the following paragraphs, EMPLOYER and
Schaffer  agree  as  follows:

     1.  INCORPORATION  OF  RECITALS.  The  Recitals  and  identification of the
parties  to,  and beneficiaries of, this AGREEMENT are incorporated by reference
as  though  fully  set  forth  herein.

     2.  NO  ADMISSION  OF LIABILITY. The parties agree that this AGREEMENT, and
performance  of  the  acts  required  by it, does not constitute an admission of
liability, culpability, negligence or wrongdoing on the part of anyone, and will
not  be  construed  for  any  purpose as an admission of liability, culpability,
negligence  or  wrongdoing by any party and/or by any party's current, former or
future  parents,  subsidiaries,  related  entities,  predecessors,   successors,
officers,  directors,  shareholders,  agents,  employees  and  assigns.

     3.  SEVERANCE  BENEFIT.  EMPLOYER agrees that, upon this AGREEMENT becoming
effective  (as defined in Section 30, herein), it will pay to Schaffer severance
in the form of continued salary payment, according to the Modified Salary Terms,
through  August  8,  2003 (the "Severance Benefit"), less applicable withholding
taxes,  which  Severance  Benefit Schaffer is not otherwise entitled to receive.
The  Severance  Benefit  shall be paid in equal installments, corresponding with
EMPLOYER's  regular  payroll  schedule.  Severance  payments  and  benefits will
terminate  on  August  8,  2003.

     4.  DUTIES  DURING  TRANSITION  PERIOD.  Schaffer  agrees  that  during the
Transition  Period  he  will  assist  EMPLOYER  in  its  Marketing  efforts,  as
requested,  including  specifically  an  orderly  transition  of  all  marketing
contacts,  leads and open correspondence and by rendering all EMPLOYER documents
accessible  and  usable  to  designated  employees  of  EMPLOYER,  and assisting
EMPLOYER  in  such  other  areas  and  manners  as  are  reasonably  requested.

     5.  AT-WILL  STATUS.  Nothing  in  this AGREEMENT is intended to modify the
at-will  nature  of  Schaffer's employment with EMPLOYER. Specifically, EMPLOYER
reserves  the  right  to  effect  Schaffer's separation prior to the Resignation
Date.  Such  separation  will  not  alter EMPLOYER's obligations - including for
Severance  and  benefit  continuation  -  set  forth  herein,  provided that the
separation  is  not the result of Schaffer's material breach of any provision of
this  AGREEMENT.

     6.  WAGES  AND  VACATION  TIME PAID. Schaffer acknowledges that he will use
accrued  vacation during the Transition Period and EMPLOYER will not be required
to  pay  him  for any remaining accrued and unused vacation time, if any, on the
Resignation  Date.  Schaffer  agrees that he will cease accruing vacation and/or
paid  time  off  (PTO)  effective  July  2,  2003.

     7.  RESIGNATION SCRIPT. During the Transition Period, the parties will work
cooperatively  on  the preparation of resignation scripts to use by EMPLOYER and
Schaffer to describe Schaffer's separation from EMPLOYER, which scripts shall be
used  following  the  Resignation  Date.

     8.  REFERENCE  REQUESTS.  EMPLOYER  agrees  that  if  it  is  contacted  by
prospective  employers  of  Schaffer  without prior notice from Schaffer of such
contact,  EMPLOYER  will  only  release  information  concerning  the  dates  of
Schaffer's employment and the last position held, and will state that EMPLOYER's
company  policy  is to release only such information. In the event that Schaffer
provides  EMPLOYER with advance notice of a prospective employer's request for a
reference,  EMPLOYER  will  respond  to  the  reference request according to the
mutually-acceptable  resignation  script  described  in  Section  7,  above.

     9.  OPTION EXERCISE PERIOD. In addition to the Severance Benefit, described
above in Section 3 and as further consideration for the Releases granted herein,
Schaffer  shall be permitted to extend the expiration date on options for 90,000
shares  (the  "Extended  Options")  from  ninety  (90) days after termination of
employment  to the earlier of (i) eighteen (18) months from his resignation as a
member  of  the  Board  of  Directors  of  SpaceDev,  Inc.  or  other subsequent
consulting  relationship  with the Company, or (ii) July 19, 2008 (the "Extended
Expiration  Date").  Any  portion  of  the Extended Options not purchased at the
Extended  Expiration Date will be forfeit. All other options held by Schaffer as
of  July  2,  2003 shall cease to vest as of that date. Schaffer understands and
acknowledges  that  the  Extended  Options  will   no  longer  be  eligible  for
preferential  tax  treatment as Incentive Stock Options (ISOs) under Section 422
of  the  Internal Revenue Code of 1986, as amended, with respect to any exercise
occurring  after the Resignation Date, and he will be taxed upon exercise of the
Extended Options after such date as though they had been issued as Non-Qualified
Stock  Options  (NQLs).

     10.  EQUIPMENT  & MATERIALS. Schaffer will return all property of Employer,
including  keys,  credit  cards,  books,  manuals,  records,  notes,  contracts,
customer  lists,  passwords,  access  to  electronic newsletters, website tools,
Proprietary  Matter  (as  defined  in  that certain Employment Agreement between
Schaffer  and  Employer dated May 17, 2002), documents (in electronic, hard copy
or  other media), copies of any of the foregoing, and any equipment furnished to
Schaffer  during  his  employment  to  EMPLOYER  on the Resignation Date or such
earlier  date  mutually  agreed  to  between  Schaffer  and EMPLOYER in writing.

     11. SCHAFFER'S GENERAL RELEASE. Schaffer for himself, his heirs, executors,
administrators,   assigns  and  successors,  fully  and  forever   releases  and
discharges  EMPLOYER  and  each  of  its  current,  former  and  future parents,
subsidiaries,  related  entities,  employee benefit plans and their fiduciaries,
predecessors,  successors,  officers, directors, shareholders, agents, employees
and  assigns  (collectively,  "Releasees"),  with respect to any and all claims,
liabilities and causes of action, of every nature, kind and description, in law,
equity or otherwise, which have arisen, occurred or existed at any time prior to
the  signing  of  this  AGREEMENT,  including,  without  limitation, any and all
claims,  liabilities  and  causes  of  action  arising  out  of  or  relating to
Schaffer's  employment  with  EMPLOYER  or  the  cessation  of  that employment.
Notwithstanding the foregoing, the releases provided for herein and in Exhibit A
shall not apply to unknown claims with respect to the repayment or conversion of
that  certain  Series  A  Subordinated  Convertible  Note  of EMPLOYER issued to
Schaffer  on  October  29, 2002. In the event that this AGREEMENT is executed by
Schaffer  prior to the Resignation Date, Schaffer agrees that on the Resignation
Date  he  will sign the document entitled "Restated Waiver and General Release,"
attached  hereto  as  Exhibit "A," and incorporated herein as a material part of
this  AGREEMENT.  In  the  event that Schaffer does not sign Exhibit A, EMPLOYER
will  not  be  obligated  to  extend  the exercise period for the vested options
previously  granted  to  Schaffer.

     12.  KNOWING  WAIVER OF EMPLOYMENT-RELATED CLAIMS. Schaffer understands and
agrees  that,  with   the  exception  of   potential  employment-related  claims
identified  below, he is waiving any and all rights he may have had, now has, or
in  the  future  may  have,  to  pursue against any of the Releasees any and all
remedies  available  to  him  under  any  employment-related  causes  of action,
including  without limitation, claims of wrongful discharge, breach of contract,
breach  of  the  covenant  of  good  faith and fair dealing, fraud, violation of
public  policy,  defamation,  discrimination,  personal injury, physical injury,
emotional  distress,  claims under Title VII of the Civil Rights Act of 1964, as
amended,  the  Age  Discrimination   in  Employment  Act,  the  Americans   With
Disabilities  Act,  the Federal Rehabilitation Act, the Family and Medical Leave
Act,  the  California  Fair  Employment  and  Housing Act, the California Family
Rights  Act,  the  Equal Pay Act of 1963, the provisions of the California Labor
Code  and  any  other  federal,  state or local laws and regulations relating to
employment,  conditions  of  employment  (including  wage  and hour laws) and/or
employment  discrimination. Claims not covered by the release provisions of this
AGREEMENT  are  (i)  claims for unemployment insurance benefits, and (ii) claims
under  the  California  Workers'  Compensation  Act.

     13.  WAIVER  OF CIVIL CODE SEC. 1542. Schaffer expressly waives any and all
rights  and benefits conferred upon him by Section 1542 of the Civil Code of the
State of California, which states as follows: "A GENERAL RELEASE DOES NOT EXTEND
TO  CLAIMS  WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE  TIME  OF  EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED  HIS  SETTLEMENT  WITH  THE  DEBTOR."  Schaffer  expressly  agrees  and
understands  that the Release given by him pursuant to this AGREEMENT applies to
all  unknown,  unsuspected  and  unanticipated claims, liabilities and causes of
action,  which  he  may  have  against  EMPLOYER.

     14.  EMPLOYER'S  RELEASE.  As  of  the date of this AGREEMENT, EMPLOYER for
itself and each of its current, former and future parents, subsidiaries, related
entities,   employee   benefit   plans   and  their  fiduciaries,  predecessors,
successors,  officers,  directors,  shareholders, agents, employees and assigns,
fully  and  forever  releases  and  discharges  Schaffer,  his heirs, executors,
administrators,  assigns  and  successors,  with  respect to any and all claims,
liabilities and causes of action, of every nature, kind and description, in law,
equity  or  otherwise,  by  EMPLOYER, including, without limitation, any and all
claims,  liabilities  and  causes  of  action  arising  out  of  or  relating to
Schaffer's  employment  with  EMPLOYER  or  the  cessation  of  that employment.
Notwithstanding  the foregoing, EMPLOYER does not release any claims it may have
against  Schaffer  for  fraud,  intentional  misconduct  or breach of EMPLOYER's
confidential  information  or  for  breach  of  Schaffer's  fiduciary duty as an
officer  and/or  director  of  EMPLOYER  prior  to or following the date of this
Agreement,  which  has  damaged  EMPLOYER.

     15.  SEVERABILITY  OF  RELEASE  PROVISIONS.  The  parties agree that if any
provision  of  the  releases  given  by them under this AGREEMENT is found to be
unenforceable, it will not affect the enforceability of the remaining provisions
and  the  courts may enforce all remaining provisions to the extent permitted by
law.

     16.  PROMISE  TO  REFRAIN  FROM  SUIT  OR  ADMINISTRATIVE  ACTION. Schaffer
promises  and  agrees  that  he  will  never  sue  EMPLOYER  or any of the other
Releasees,  or  otherwise  institute  or  participate  in  any legal proceedings
against  EMPLOYER  or  any  of  the  other  Releasees, with respect to any claim
covered  by  the release provisions of this AGREEMENT, including but not limited
to  claims arising out of Schaffer's employment with EMPLOYER or the termination
of  that  employment, unless he is compelled by legal process to do so. Schaffer
also  represents and warrants that he does not believe he has the basis to file,
nor  does he intend to file, any charge or claim with any administrative agency,
including  the  United  States  Equal  Employment Opportunity Commission and the
California  Department  of  Fair  Employment  and  Housing.

     17.  PROMISE  TO  REFRAIN  FROM ASSISTING IN SUIT OR ADMINISTRATIVE ACTION.
Schaffer  promises  and  agrees  that  he  shall  not  advocate  or  incite  the
institution  of,  or  assist  or  participate in, any suit, complaint, charge or
administrative  proceeding  by  any  other person against EMPLOYER or any of the
other  Releasees,  unless  compelled  by  legal  process  to  do  so.

     18. CONFIDENTIALITY OF AGREEMENT. Schaffer promises and agrees that, unless
compelled  by  legal  process,  he  will  not  disclose  to others and will keep
confidential  both  the  fact  of and the terms of this AGREEMENT, including the
amounts  referred to herein, except that he may disclose this information to his
attorneys, accountants and other professional advisors to whom the disclosure is
necessary  to  accomplish  the  purposes  for  which Schaffer has consulted such
professional  advisors.  Schaffer  expressly  promises  and  agrees that, unless
compelled  by  legal  process,  he  will  not  disclose to any present or former
employees  of  EMPLOYER  the  fact  or  the  terms  of  this  settlement.

     19.  PROMISE  TO   MAINTAIN  CONFIDENTIALITY  OF   EMPLOYER'S  CONFIDENTIAL
INFORMATION.  Schaffer acknowledges that due to the position he has occupied and
the  responsibilities  he  has  had  at  EMPLOYER,  he has received confidential
information  concerning  EMPLOYER's  products,  procedures,   customers,  sales,
prices,  contracts,  and  the  like.  Schaffer  hereby promises and agrees that,
unless  compelled by legal process, he will not disclose to others and will keep
confidential  all  information  he  has  received  while  employed  by  EMPLOYER
concerning  its products and procedures, the identities of its customers, sales,
prices,  the  terms  of  any  of its contracts with third parties, and the like.
Schaffer  agrees that a violation by him of the foregoing obligation to maintain
the  confidentiality  of  EMPLOYER's  confidential information will constitute a
material  breach  of this AGREEMENT. Schaffer specifically confirms that he will
continue  to comply with the terms of the EMPLOYER's proprietary information and
inventions  policy.  Schaffer  agrees  that  it would be difficult to compensate
EMPLOYER  fully  for  damages  for any violation of this provision. Accordingly,
Schaffer  specifically  agrees  that EMPLOYER shall be entitled to temporary and
permanent  injunctive  relief  to enforce the provisions of this Agreement. This
provision  with  respect  to  injunctive relief shall not, however, diminish the
right of EMPLOYER to claim and recover damages in addition to injunctive relief.

     20.  INTEGRATED  AGREEMENT.  The  parties  acknowledge  and  agree  that no
promises or representations were made to them which do not appear written herein
and  that  this  AGREEMENT  contains  the entire agreement of the parties on the
subject  matter  thereof.  The  parties further acknowledge and agree that parol
evidence  shall  not  be  required  to  interpret  the  intent  of  the parties.

     21. VOLUNTARY EXECUTION. The parties hereby acknowledge that they have read
and  understand this AGREEMENT and that they sign this AGREEMENT voluntarily and
without  coercion.

     22. WAIVER, AMENDMENT AND MODIFICATION OF AGREEMENT. The parties agree that
no waiver, amendment or modification of any of the terms of this AGREEMENT shall
be effective unless in writing and signed by all parties affected by the waiver,
amendment  or  modification.  No waiver of any term, condition or default of any
term  of  this  AGREEMENT  shall  be  construed  as  a waiver of any other term,
condition  or  default.

     23. REPRESENTATION BY COUNSEL. The parties represent that they have had the
opportunity  to be represented in negotiations for, and the preparation of, this
AGREEMENT by counsel of their own choosing, and that they have entered into this
AGREEMENT  based  upon  their  own  judgment  and  not  in  reliance   upon  any
representations  or promises made by the other party, other than those contained
within  this  AGREEMENT.  The  parties further agree that if any of the facts or
matters  upon which they now rely in making this AGREEMENT hereafter prove to be
otherwise,  this  AGREEMENT  will  nonetheless  remain in full force and effect.

     24.  CALIFORNIA  LAW.  The  parties agree that this AGREEMENT and its terms
shall  be  construed  under  California  law.

     25. AGREEMENT TO ARBITRATE CLAIMS ARISING FROM AGREEMENT. The parties agree
that  if  any dispute arises concerning interpretation and/or enforcement of the
terms  of  this AGREEMENT, said dispute shall be resolved by binding arbitration
conducted  in  San Diego, California in accordance with the American Arbitration
Association's  National Rules for the Resolution of Employment Disputes, then in
effect  ("AAA's  National  Rules").  In  the  event  that such a dispute arises,
counsel for both parties will attempt to jointly select an arbitrator. If unable
to  do  so,  the  procedures  outlined in the AAA's National Rules shall govern.

     26.  DRAFTING.  The  parties  agree  that this AGREEMENT shall be construed
without  regard to the drafter of the same and shall be construed as though each
party  to this AGREEMENT participated equally in the preparation and drafting of
this  AGREEMENT.

     27.  COUNTERPARTS.  This  AGREEMENT  may be signed in counterparts and said
counterparts  shall  be  treated  as  though  signed  as  one  document.

     28.  PERIOD TO CONSIDER TERMS OF AGREEMENT. Schaffer acknowledges that this
AGREEMENT  was  presented to him on July 2, 2003 and that he is entitled to have
21  days' time in which to consider the AGREEMENT. Schaffer acknowledges that he
has  obtained  or  had the opportunity to obtain the advice and counsel from the
legal  representative  of  his  choice  and  executes  this AGREEMENT having had
sufficient  time within which to consider its terms. Schaffer represents that if
he  executes this AGREEMENT before 21 days have elapsed, he does so voluntarily,
upon  the  advice  and  with  the  approval  of  his  legal counsel, and that he
voluntarily  waives  any  remaining  consideration  period.

     29. REVOCATION OF AGREEMENT. Schaffer understands that after executing this
AGREEMENT,  he  has  the  right  to  revoke  it  within seven (7) days after his
execution  of  it.  Schaffer  understands  that  this  AGREEMENT will not become
effective  and  enforceable  unless  the  seven-day revocation period passes and
Schaffer  does  not  revoke  the AGREEMENT in writing. Schaffer understands that
this  AGREEMENT  may  not  be  revoked after the seven-day revocation period has
passed.  Schaffer understands that any revocation of this AGREEMENT must be made
in  writing  and  delivered  to  EMPLOYER at 13855 Stowe Drive, Poway, CA 92064,
within  the  seven-day  period.


     30.  EFFECTIVE DATE. This AGREEMENT shall become effective and binding upon
the  parties eight (8) days after Schaffer's execution hereof, so long as he has
not  revoked  it within the time period and in the manner specified in paragraph
29,  above.


By: /s/  Stuart  Schaffer
--------------------------
Stuart Schaffer
Dated: July 2, 2003

SPACEDEV,  INC.

By: /s/ James W. Benson
--------------------------
James  W.  Benson
Chief  Executive  Officer
Dated: July 2, 2003

<PAGE>
                                   EXHIBIT "A"

                       RESTATED WAIVER AND GENERAL RELEASE
                       -----------------------------------
     This  Restated  Waiver  and  General  Release  (the  "Restated Release") is
executed  by  Stuart  Schaffer  ("Schaffer"),  for  the  benefit  of  his former
employer,  SpaceDev, Inc. ("Employer"), and is intended to be a material part of
the  consideration  proffered  by  Schaffer  and received by Employer under that
certain  Separation  Agreement  and  General  Release (the "Release Agreement").

A.     Schaffer  executed  the  Release  Agreement  on  July  2,  2003;

B.     The Resignation Date (as defined in the Release Agreement) occurred after
Schaffer's  execution  of  the  Release  Agreement;

C.     Pursuant  to  Section  12  of  the  Release Agreement, Schaffer agreed to
execute  this  Restated Release, under the circumstances described in Recital B.
NOW  THEREFORE,  in  exchange for his continued receipt of the Severance Benefit
(as  described  in  the Release Agreement), Schaffer reaffirms and represents as
follows:

1.  Schaffer  for  himself,  his  heirs,  executors, administrators, assigns and
successors,  fully  and forever releases and discharges Employer and each of its
current,  former  and  future  parents, subsidiaries, related entities, employee
benefit  plans   and  their  fiduciaries,  predecessors,  successors,  officers,
directors,   shareholders,   agents,  employees   and   assigns   (collectively,
"Releasees"),  with  respect  to  any  and all claims, liabilities and causes of
action,  of  every  nature,  kind  and description, in law, equity or otherwise,
which  have arisen, occurred or existed at any time prior to the signing of this
Restated Release, including, without limitation, any and all claims, liabilities
and  causes  of  action arising out of or relating to Schaffer's employment with
Employment  or  the  cessation  of  that  employment.

2.     With  the  exception of potential employment-related claims identified in
the  Release  Agreement, Schaffer is waiving any and all rights he may have had,
now  has,  or in the future may have, to pursue against any of the Releasees any
and all remedies available to him under any employment-related causes of action,
including  without limitation, claims of wrongful discharge, breach of contract,
breach  of  the  covenant  of  good  faith and fair dealing, fraud, violation of
public  policy,  defamation,  discrimination,  personal injury, physical injury,
emotional  distress,  claims under Title VII of the Civil Rights Act of 1964, as
amended,  the  Age  Discrimination  in  Employment   Act,  the  Americans   With
Disabilities  Act,  the Federal Rehabilitation Act, the Family and Medical Leave
Act,  the  California  Fair  Employment  and  Housing Act, the California Family
Rights  Act,  the  Equal Pay Act of 1963, the provisions of the California Labor
Code  and  any  other  federal,  state or local laws and regulations relating to
employment,  conditions  of  employment  (including  wage  and hour laws) and/or
employment  discrimination.

3.  Schaffer expressly waives any and all rights and benefits conferred upon him
by  Section  1542  of the Civil Code of the State of California, which states as
follows:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT  TO  EXIST  IN  HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN  BY  HIM  MUST  HAVE  MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
Schaffer expressly agrees and understands that the Release given by him pursuant
to  this  Restated Release applies to all unknown, unsuspected and unanticipated
claims,  liabilities and causes of action, which he may have against Employer or
any  of the other Releasees; provided, however, that the Release shall not apply
to  unknown  claims  with respect to the repayment or conversion of that certain
Series A Subordinated Convertible Note of Employer issued to Schaffer on October
29,  2002.

4.  Schaffer  represents  and  warrants  that,  as  of the date he executes this
Restated  Release,  he  does  not  believe he has the basis to file, nor does he
intend  to  file,  any charge or claim with any administrative agency, including
the  United  States  Equal  Employment Opportunity Commission and the California
Department  of  Fair  Employment  and  Housing,  regarding  his  employment with
Employer,  or  the  cessation  of  that  employment.

Dated:  July 2, 2003                   By:  /s/ Stuart Schaffer
        --------------------------          -------------------------------
                                            Stuart  Schaffer