EXHIBIT 10.1

                                 LOAN AGREEMENT

     THIS LOAN AGREEMENT (the "AGREEMENT"), is entered into as of the 8th day of
September  2005,  by  and  between  STARSYS  RESEARCH  CORPORATION,  a  Colorado
corporation  (the  "BORROWER"),  with  an  address  at  4909 Nautilus Ct. North,
Boulder,  Colorado  80301,  and  SPACEDEV,  INC.,  a  Colorado  corporation (the
"LENDER"),  with  an  address  at  13855  Stowe  Drive, Poway, California 92064.

     The  Borrower and the Lender, with the intent to be legally bound, agree as
follows:

     1.  LOAN.  The  Lender  shall  make  a  loan  in  the  principal  amount of
$1,200,000.00  (the  "LOAN")  to the Borrower for the purpose of paying down the
Borrower's  existing  credit  facilities  (together  with  all other obligations
outstanding  to  Vectra Bank Colorado, National Association ("VECTRA"), pursuant
to  that certain Revolving Credit and Term Loan Agreement, dated as of March 30,
2005,  between  Vectra  and  the  Borrower, and all "Loan Documents" (as defined
therein)  executed  in  connection  therewith,  the  "VECTRA  OBLIGATIONS") with
Vectra,  subject  to  the  terms   and  conditions  and  in  reliance  upon  the
representations  and warranties of the Borrower set forth in this Agreement. The
Loan is or will be evidenced by a promissory note of the Borrower (together with
all renewals, extensions, amendments and restatements thereof, collectively, the
"NOTE")  acceptable  to  the  Lender,  which  shall set forth the interest rate,
repayment  and  other provisions related to the making of the Loan, the terms of
which  are  incorporated  into  this  Agreement  by  reference.

     2.  SECURITY.  The security for repayment of the Loan shall include but not
be  limited  to  the  collateral  set  forth  in that certain Security Agreement
between  the  Borrower  and  the  Lender  of  even  date herewith (the "Security
Agreement"),  including all financing statements, riders and exhibits related or
attached  thereto  (collectively,  the "SECURITY DOCUMENTS"), which shall secure
repayment  of  the  Loan,  the  Note  and  all  other  loans,  advances,  debts,
liabilities,  obligations,  covenants  and  duties  owing by the Borrower to the
Lender  or  to any other direct or indirect subsidiary of the Lender of any kind
or  nature,  present  or  future  (including any interest accruing thereon after
maturity, or after the filing of any petition in bankruptcy, or the commencement
of  any  insolvency, reorganization or like proceeding relating to the Borrower,
whether  or  not a claim for post-filing or post-petition interest is allowed in
such  proceeding),  whether  direct  or  indirect  (including  those acquired by
assignment  or  participation), absolute or contingent, joint or several, due or
to  become  due, now existing or hereafter arising, whether or not (i) evidenced
by  any  note,  guaranty  or other instrument, (ii) arising under any agreement,
instrument  or  document, (iii) for the payment of money, (iv) arising by reason
of  an  extension  of credit, loan, equipment lease or guarantee, or (v) arising
out of electronic funds transfers (whether by wire transfer or through automated
clearing  houses  or  otherwise) or other failure of the Lender to receive final
payment  for,  any  check,  item,  instrument, payment order or other deposit or
credit  to  a deposit or other account, or out of the Lender's non-receipt of or
inability  to collect funds or otherwise not being made whole in connection with
other  similar  arrangements;  and  any  amendments,  extensions,  renewals  and
increases  of  or  to  any  of  the foregoing, and all costs and expenses of the
Lender  incurred in the enforcement, collection and otherwise in connection with
any  of  the  foregoing,  including  reasonable  attorneys'  fees  and  expenses
(hereinafter  referred  to  collectively as the "OBLIGATIONS"). Unless expressly
provided to the contrary in documentation for any other loan or loans, it is the
express  intent  of  the Lender and the Borrower that all Obligations, including
the  Loan,  be  cross-collateralized  and  cross-defaulted, such that collateral
securing  any of the Obligations shall secure repayment of all Obligations and a
default  under  any  Obligation  shall  be  a  default  under  all  Obligations.

     This  Agreement,  the Note, the Security Documents and all other agreements
and documents executed and/or delivered pursuant hereto, as each may be amended,
modified, extended or renewed from time to time, are collectively referred to as
the  "LOAN  DOCUMENTS."  Capitalized  terms  not  defined  herein shall have the
meanings  ascribed  to  them  in  the  Loan  Documents.

     3.  REPRESENTATIONS AND WARRANTIES. The Borrower hereby makes the following
representations  and  warranties  on  the date of the closing of the Loan and on
each  date  on which the certificates referenced under Section 4.3 are delivered
to  the  Lender,  which  shall  be  true and correct on each such date except as
otherwise  set  forth on the Addendum attached hereto and incorporated herein by
reference  (the  "ADDENDUM"):

          3.1.  NO  DEFAULTS  OR  VIOLATIONS.  There does not exist any Event of
     Default under this Agreement or any default or violation by the Borrower of
     or  under  any of the material terms, conditions or obligations of: (i) its


                                      PAGE 1


     certificate  of  incorporation,   regulations   or   bylaws  or  its  other
     organizational  documents,  as  applicable;  (ii)  any  material indenture,
     mortgage,  deed  of trust, franchise, permit, contract, agreement, or other
     instrument  to  which  it  is a party or by which it is bound; or (iii) any
     law, ordinance, regulation, ruling, order, injunction, decree, condition or
     other  requirement  applicable to or imposed upon it by any law, the action
     of  any court or any governmental authority or agency; and the consummation
     of  this Agreement and the transactions set forth herein will not result in
     any  such default or violation or Event of Default; provided, however, that
     the  Borrower  will permit any officer, employee or agent authorized by the
     Lender  to  visit  and inspect the Borrower's books and records at any time
     during   normal   business   hours  for  the  purpose  of  determining  the
     materiality,  in  the Lender's discretion, of any indenture, mortgage, deed
     of  trust,  franchise,  permit,  contract, agreement or other instrument to
     which  the  Borrower  is  a  party  or  by  which  it  is  bound.

          3.2.  EXISTENCE,  POWER AND AUTHORITY. The Borrower is duly organized,
     validly  existing  and  in good standing under the laws of the State of its
     incorporation  or  organization, and has the power and authority to own and
     operate  its  assets  and to conduct its business as now carried on, and is
     duly  qualified,  licensed  and  in  good  standing  to  do business in all
     jurisdictions where its ownership of property or the nature of its business
     requires  such  qualification or licensing. The Borrower is duly authorized
     to  execute  and  deliver  the  Loan Documents, all necessary action of its
     Board  of  Directors  or  as  may  be  required  by  applicable  law or the
     Borrower's  organizational  documents,   to  authorize  the  execution  and
     delivery of the Loan Documents has been properly taken, and the Borrower is
     and  will continue to be duly authorized to borrow under this Agreement and
     to  perform  all  of  the other terms and provisions of the Loan Documents.

          3.3.  NO  MATERIAL  ADVERSE  CHANGE. Since the date of the most recent
     Financial  Statements  (as defined in Section 4.3) delivered to the Lender,
     the Borrower has not suffered any damage, destruction or loss, and no event
     or  condition has occurred or exists, which has resulted or could result in
     a  material  adverse  change in its business, assets, operations, condition
     (financial  or  otherwise)  or  results  of  operation.

          3.4. BINDING OBLIGATIONS. The Borrower has full power and authority to
     enter  into  the  transactions provided for in this Agreement; and the Loan
     Documents, when executed and delivered by the Borrower, will constitute the
     legal,  valid  and  binding  obligations  of  the  Borrower, enforceable in
     accordance  with  their terms, except to the extent that enforceability may
     be limited by applicable bankruptcy, insolvency, moratorium, reorganization
     or  other  similar  laws affecting the enforcement of creditors' rights and
     subject  to  general  equitable  principles  (regardless  of  whether  such
     enforceability  is  considered  in  a  proceeding  in  equity  or  at law).

          3.5.  FINANCIAL STATEMENTS. The Borrower has delivered or caused to be
     delivered to the Lender its most recent balance sheet, income statement and
     statement  of  cash  flows,  (as  applicable,  the  "HISTORICAL   FINANCIAL
     STATEMENTS").  The  Historical  Financial Statements are true, complete and
     accurate  in  all  material  respects  and  fairly  present  the  financial
     condition, assets and liabilities, whether accrued, absolute, contingent or
     otherwise  and  the  results  of  the  Borrower's operations for the period
     specified  therein.  The Historical Financial Statements have been prepared
     in  accordance  with  generally  accepted  accounting  principles  ("GAAP")
     consistently  applied from period to period, subject in the case of interim
     statements  to  normal  year-end  adjustments and to any comments and notes
     acceptable  to  the  Lender  in  its  sole  discretion.

          3.6.  TAX RETURNS. The Borrower has filed all returns and reports that
     are  required  to  be  filed by it in connection with any federal, state or
     local  tax,  duty  or  charge  levied,  assessed  or imposed upon it or its
     property or withheld by it, including income, unemployment, social security
     and  similar taxes, and all of such taxes have been either paid or adequate
     reserve  or  other  provision  has  been  made  therefore.

          3.7.  TITLE  TO  ASSETS;  PERMITTED  LIENS.  The Borrower has good and
     marketable  title  to  the  assets  reflected  on the most recent Financial
     Statements,  free  and  clear of all liens and encumbrances, except for (i)
     current taxes and assessments not yet due and payable, (ii) assets disposed
     of by the Borrower in the ordinary course of business since the date of the
     most recent Financial Statements, and (iii) those liens or encumbrances, if
     any,  specified  on the Addendum (such items contained in subparagraphs (i)
     and  (iii)  hereof,  collectively,  "PERMITTED  LIENS").

          3.8.  INTELLECTUAL  PROPERTY.  The Borrower owns or is licensed to use
     all  patents,  patent  rights,  trademarks,  trade  names,  service  marks,
     copyrights,  intellectual  property,  technology,  know-how  and  processes


                                      PAGE 2


     necessary  for  the conduct of its business as currently conducted that are
     material  to the condition (financial or otherwise), business or operations
     of  the  Borrower.

          3.9.  ENVIRONMENTAL  MATTERS.  The  Borrower  is in compliance, in all
     material  respects,  with  all Environmental Laws (as hereinafter defined),
     including,  without  limitation, all Environmental Laws in jurisdictions in
     which  the  Borrower owns or operates, or has owned or operated, a facility
     or  site,  stores  collateral  granted  by  the Borrower under the Security
     Agreement  (the  "COLLATERAL"),  arranges  or  has arranged for disposal or
     treatment  of  hazardous substances, solid waste or other waste, accepts or
     has  accepted  for transport any hazardous substances, solid waste or other
     wastes  or  holds  or  has held any interest in real property or otherwise.
     Except  as otherwise disclosed on the Addendum, no litigation or proceeding
     arising  under,  relating to or in connection with any Environmental Law is
     pending or, to the best of the Borrower's knowledge, threatened against the
     Borrower,  any  real  property  which  the  Borrower  holds  or has held an
     interest  or  any  past  or  present operation of the Borrower. No release,
     threatened  release  or  disposal  of hazardous waste, solid waste or other
     wastes  is  occurring,  or  to  the  best  of  the Borrower's knowledge has
     occurred,  on, under or to any real property in which the Borrower holds or
     has  held  any interest or performs or has performed any of its operations,
     in violation of any Environmental Law. As used in this Section, "LITIGATION
     OR  PROCEEDING"  means any written demand, written claim notice, suit, suit
     in  equity, action, administrative action, investigation or inquiry whether
     brought  by  a  governmental  authority or other person, and "ENVIRONMENTAL
     LAWS"  means  all  provisions  of  laws,   statutes,   ordinances,   rules,
     regulations,  permits,  licenses,  judgments,  writs, injunctions, decrees,
     orders,  awards  and  standards  promulgated  by any governmental authority
     concerning health, safety and protection of, or regulation of the discharge
     of  substances  into,  the  environment.

          3.10.  EMPLOYEE  BENEFIT PLANS. Each employee benefit plan as to which
     the  Borrower may have any liability complies in all material respects with
     all applicable provisions of the Employee Retirement Income Security Act of
     1974  (as  amended  from  time to time, "ERISA"), including minimum funding
     requirements,  and  (i)  no Prohibited Transaction (as defined under ERISA)
     has  occurred  with  respect to any such plan, (ii) no Reportable Event (as
     defined  under Section 4043 of ERISA) has occurred with respect to any such
     plan  which  would  cause  the  Pension  Benefit  Guaranty  Corporation  to
     institute  proceedings  under Section 4042 of ERISA, (iii) the Borrower has
     not  withdrawn  from any such plan or initiated steps to do so, and (iv) no
     steps  have  been  taken  to  terminate  any  such  plan.

          3.11.  LITIGATION.  There  are  no  actions,   suits,  proceedings  or
     governmental  investigations  pending or, to the knowledge of the Borrower,
     threatened  against  the Borrower, which could result in a material adverse
     change  in  its  business,  assets,  operations,  condition  (financial  or
     otherwise) or results of operations, and there is no reasonable basis known
     to  the  Borrower  for  any action, suit, proceeding or investigation which
     could  reasonably  be expected to result in such a material adverse change.
     All pending and threatened litigation against the Borrower is listed on the
     Addendum.

          3.12.  NO  CONSENT.  No  consent  of, approval from, qualification of,
     order  of,  authorization  of  or filing with any governmental authority is
     required  in  connection with any of the Borrower's Obligations pursuant to
     this  Agreement or any of the other Loan Documents other than the filing of
     financing  statements  or  similar  documents  to  evidence and perfect the
     Lender's  lien  on  and  security  interest  in  the  Collateral.

          3.13.  REGULATION  U. No part of the proceeds of the Loan will be used
     for  "purchasing"  or  "carrying"  any "margin stock" within the respective
     meanings  of  each  of  the quoted terms under Regulation U of the Board of
     Governors  of  the  Federal  Reserve System as now and from time to time in
     effect  or for any purpose which violates the provisions of the Regulations
     of  such  Board  of  Governors.

          3.14.  [RESERVED.]

          3.15.  DISCLOSURE. None of the representations made by the Borrower in
     the  Loan  Documents  contains  or  will  contain  any  untrue statement of
     material  fact  or omits or will omit to state a material fact necessary in
     order  to  make  the  statements  contained  in  this Agreement or the Loan


                                      PAGE 3


     Documents  not  misleading.  There  is  no fact known to the Borrower which
     materially  adversely affects or, so far as the Borrower can now reasonably
     foresee,  might  reasonably  be expected to materially adversely affect the
     business, assets, operations, condition (financial or otherwise) or results
     of  operation  of  the  Borrower and which has not otherwise been fully set
     forth  in  this  Agreement  or  in  the  Loan  Documents.

          3.16.  USE  OF PROCEEDS. All proceeds of the Loan shall be used by the
     Borrower  to  make  partial  repayment  of the existing Vectra Obligations.

     4.  AFFIRMATIVE  COVENANTS.  The  Borrower  agrees  that  from  the date of
execution of this Agreement until all Obligations have been paid in full and any
commitments  of  the  Lender  to the Borrower have been terminated, the Borrower
will:

          4.1.  BOOKS AND RECORDS. Maintain books and records in accordance with
     GAAP  and  give  representatives  of  the  Lender  access  thereto  at  all
     reasonable  times, including permission to examine, copy and make abstracts
     from any of such books and records and such other information as the Lender
     may  from  time  to  time  reasonably  request,  and the Borrower will make
     available  to  the Lender for examination copies of any reports, statements
     and  returns which the Borrower may make to or file with any federal, state
     or  local  governmental  department,  bureau  or  agency.

          4.2.  ANNUAL  FINANCIAL  STATEMENTS.  Furnish the Borrower's Financial
     Statements  to  the  Lender  within  sixty  (60) days after the end of each
     fiscal  year. Those Financial Statements will be prepared, if requested, on
     an audited basis in accordance with GAAP by an independent certified public
     accountant selected by the Borrower and satisfactory to the Lender. Audited
     Financial   Statements   shall   contain  the  unqualified  opinion  of  an
     independent  certified  public  accountant  and all accountant examinations
     shall  have  been  made  in  accordance with GAAP consistently applied from
     period  to  period.

          4.3.  INTERIM FINANCIAL STATEMENTS; CERTIFICATE OF NO DEFAULT. Furnish
     the Lender within ten (10) days after the end of each month, the Borrower's
     Financial Statements for such period, in reasonable detail, certified by an
     authorized  officer  of  the  Borrower and prepared in accordance with GAAP
     consistently applied from period to period. The Borrower shall also deliver
     a  certificate  as  to  its  compliance with applicable financial covenants
     (containing  detailed  calculations  of  all  financial  covenants) for the
     period  then ended and whether any Event of Default exists, and, if so, the
     nature  thereof  and the corrective measures the Borrower proposes to take.
     As  used  in  this  Agreement,  "FINANCIAL STATEMENTS" means the Borrower's
     consolidated  and,  if  required  by  the  Lender  in  its sole discretion,
     consolidating  balance  sheets,  income  statements  and statements of cash
     flows for the year, month or quarter together with year-to-date figures and
     comparative  figures  for  the  corresponding  periods  of  the prior year.

          4.4.  PAYMENT  OF  TAXES AND OTHER CHARGES. Pay and discharge when due
     all  indebtedness  and  all  taxes,  assessments, charges, levies and other
     liabilities  imposed  upon  the  Borrower, its income, profits, property or
     business, except those which currently are being contested in good faith by
     appropriate  proceedings  and  for  which the Borrower shall have set aside
     adequate  reserves  or  made  other adequate provision with respect thereto
     acceptable  to  the  Lender  in  its  sole  discretion.

          4.5.  FINANCIAL  COVENANTS. Comply with all of the financial and other
     covenants,  if  any,  set  forth  on  the  Addendum.

          4.6.  INSURANCE.   Maintain,  with  financially  sound  and  reputable
     insurers,  insurance with respect to its property and business against such
     casualties  and  contingencies,  of  such  types and in such amounts, as is
     customary for established companies engaged in the same or similar business
     and  similarly  situated. In the event of a conflict between the provisions
     of  this  Section  and  the  terms  of  any  Security Documents relating to
     insurance,  the  provisions  in  the  Security  Documents  will  control.

          4.7.  MAINTENANCE  OF  EXISTENCE,  OPERATION AND ASSETS. Do all things
     necessary  to  (i)  maintain,  renew  and keep in full force and effect its
     organizational  existence  and all rights, permits and franchises necessary
     to enable it to continue its business as currently conducted; (ii) continue
     in operation in substantially the same manner as at present; (iii) keep its
     properties  in  good  operating  condition  and  repair;  and (iv) make all
     necessary  and  proper  repairs,  renewals,   replacements,  additions  and
     improvements  thereto.


                                      PAGE 4



          4.8.  COMPLIANCE  WITH  LAWS. Comply in all material respects with all
     laws  applicable  to  the  Borrower  and  to  the operation of its business
     (including  without  limitation  any statute, ordinance, rule or regulation
     relating  to  employment  practices,  pension  benefits  or  environmental,
     occupational  and  health  standards  and  controls).

          4.9.  ADDITIONAL  REPORTS. Provide prompt written notice to the Lender
     of  the  occurrence of any of the following (together with a description of
     the  action  which the Borrower proposes to take with respect thereto): (i)
     any Event of Default or any event, act or condition which, with the passage
     of  time  or  the  giving  of notice, or both, would constitute an Event of
     Default  (a  "Default"),  (ii)  any  litigation  filed  by  or  against the
     Borrower, (iii) any Reportable Event or Prohibited Transaction with respect
     to  any  Employee  Benefit  Plan(s) (as defined in ERISA) or (iv) any event
     which  might  reasonably be expected to result in a material adverse change
     in  the business, assets, operations, condition (financial or otherwise) or
     results  of  operation  of  the  Borrower.

     5. NEGATIVE COVENANTS. The Borrower covenants and agrees that from the date
of  this  Agreement  until  all  Obligations  have  been  paid  in  full and any
commitments  of  the Lender to the Borrower have been terminated, and, except as
set  forth  in  the  Addendum,  the  Borrower  will  not,  without  the Lender's
prior  written  consent:

          5.1.  INDEBTEDNESS.  Create,  incur,  assume  or  suffer  to exist any
     indebtedness for borrowed money other than: (i) the Loan and any subsequent
     indebtedness  to  the  Lender; (ii) open account trade debt incurred in the
     ordinary  course  of  business and not past due, and (iii) the indebtedness
     described  on  the  Addendum.

          5.2. LOANS OR ADVANCES. Purchase or hold beneficially any stock, other
     securities  or  evidences  of indebtedness of, or make or have outstanding,
     any  loans  or  advances  to,  or  otherwise  extend credit to, or make any
     investment  or  acquire any interest whatsoever in, any other person, firm,
     corporation or other entity, except investments disclosed on the Borrower's
     Historical  Financial  Statements  or  acceptable to the Lender in its sole
     discretion.

          5.3.  LIENS  AND  ENCUMBRANCES.  Except  for  Permitted Liens, create,
     assume,  incur  or  permit  to  exist  any  mortgage,  pledge, encumbrance,
     security interest, lien or charge of any kind upon any of its property, now
     owned  or  hereafter  acquired,  or acquire or agree to acquire any kind of
     property  subject  to  any  conditional  sales  or  other  title  retention
     agreement.

          5.4.  MERGER OR TRANSFER OF ASSETS. Liquidate or dissolve, or merge or
     consolidate  with or into any person, firm, corporation or other entity, or
     sell,  lease,  transfer,  abandon  or  otherwise  dispose  of  all  or  any
     substantial  part  of its property, assets, operations or business, whether
     now  owned  or  hereafter acquired without the prior written consent of the
     Lender.

          5.5.  ACQUISITIONS.  Make  acquisitions of all or substantially all of
     the  property  or  assets  of any person, firm, corporation or other entity
     without  the  prior  written  consent  of  the  Lender.

          5.6.  CHANGE  IN BUSINESS, MANAGEMENT OR OWNERSHIP. Make or permit any
     change  in  its form of organization, the nature of its business as carried
     on  as  of  the  date  hereof,  in the composition of its current executive
     management, or in its equity ownership without the prior written consent of
     the  Lender.

          5.7.  GUARANTEES. Guarantee, endorse or become contingently liable for
     the obligations of any person, firm, corporation or other entity, except in
     connection  with  the  endorsement  and  deposit  of checks in the ordinary
     course  of  business  for  collection.

          5.8.  DIVIDENDS.  Declare  or  pay  any  dividends  on  or  make  any
     distribution with respect to any class of its equity or ownership interest,
     or  purchase,  redeem,  retire  or  otherwise  acquire  any  of its equity.

          5.9.  MANAGEMENT  FEES.  Pay  or  obligate  itself to pay, directly or
     indirectly,  any compensation to any person not previously disclosed to the
     Lender, or any increased compensation to any director, officer, shareholder
     or  employee  of the Borrower other than regular compensation increases for
     non-executive  employees  of  the  Borrower  made  in  accordance  with the
     Borrower's  past  business  practices.


                                      PAGE 5


     6.     EVENTS  OF  DEFAULT.  The occurrence of any of the following will be
deemed  to  be  an  EVENT  OF  DEFAULT:

          6.1.  COVENANT  DEFAULT. The Borrower shall fail to perform any of the
     covenants  or  agreements  contained  in this Agreement and such failure to
     perform  shall not have been cured by the Borrower within ten (10) business
     days  after  Lender's  written  notice  of  such  failure;

          6.2.  BREACH  OF  WARRANTY.  Any  Financial Statement, representation,
     warranty  or certificate made or furnished by the Borrower to the Lender in
     connection  with  this Agreement shall be false, incorrect or incomplete in
     any  material  respect  when  made;  provided,  however,  that  if any such
     Financial Statement, representation, warranty or certificate made after the
     date  hereof  is  capable  of being remedied, the Borrower may correct such
     Financial  Statement, representation, warranty or certificate by delivering
     a  written  correction  thereof  to  the Lender within ten business days of
     obtaining  knowledge  of its falseness, incorrectness or incompleteness; or

          6.3.  OTHER  DEFAULT. The occurrence of an Event of Default as defined
     in  the  Note  or  any  of  the  other  Loan  Documents.

Upon  the occurrence of an Event of Default, the Lender will have all rights and
remedies  specified  in  the  Note  and  the  Loan  Documents and all rights and
remedies (which are cumulative and not exclusive) available under applicable law
or  in  equity.

     7.  CONDITIONS.  The Lender's obligation to make the advance of the Loan is
subject  to  the  conditions  that  as  of  the  date  of  the  advance:

          7.1.  NO EVENT OF DEFAULT. No Event of Default or event which with the
     passage  of time, the giving of notice or both would constitute an Event of
     Default  shall  have  occurred  and  be  continuing;

          7.2. AUTHORIZATION DOCUMENTS. The Lender shall have received certified
     copies  of  resolutions of the board of directors of the Borrower, or other
     proof  of  authorization  satisfactory  to  the  Lender;  and

          7.3.  RECEIPT  OF  LOAN  DOCUMENTS. The Lender shall have received the
     Loan  Documents  and  such other instruments and documents which the Lender
     may  reasonably request in connection with the transactions provided for in
     this  Agreement, which may include an opinion of counsel to the Borrower in
     form  and  substance  satisfactory  to  the  Lender.

     8.  EXPENSES.  The Borrower hereby agrees to pay the Lender a premium equal
to  One Hundred Twenty Thousand Dollars ($120,000) as a placement fee for making
the  Loan  represented by the Note and to cover the Lender's expenses, including
legal  and  accounting expenses, associated with the preparation and negotiation
of  the  Loan  Documents  and  the  making  of  the  Loan  to  the Borrower (the
"PREMIUM").

The Borrower and the Lender are contemplating a business transaction which could
include  but may not be limited to (a) acquisition of (i) all of the outstanding
voting  stock  of  the Borrower, or (b) all of the assets of the Borrower or (2)
merger  of  the  Borrower  with  and  into  the  Lender pursuant to that certain
non-binding  Letter  of  Intent between the Borrower and the Lender dated August
23,  2005  (the  "LETTER  OF  INTENT") absent a violation by the Borrower of the
Exclusivity  Agreement of even date herewith between the Lender and the Borrower
(each  representing  a  "Reorganization  Event");  (an  "Event")

The  Borrower  further  hereby agrees and acknowledges that the Premium shall be
added  to  the  principal  balance of the Note at funding of the Loan; provided,
however,  that  the Lender agrees to reduce the principal balance of the Note by
the amount of the Premium and to forgive payment of the Premium immediately upon
the  occurrence  of  any  of  the  following:

     (a)  The  Lender unilaterally withdraws from negotiations with the Borrower
for  an  Event.

     (b)  The  Borrower  and  the  Lender  mutually  agree to cease negotiations
regarding  any  Event;


                                      PAGE 6


     (c)  The  closing of any Event on or before October 31, 2005, or such other
date  as  the  parties  shall  mutually  agree  upon;  or

     (d)  The  parties  are  unable  to complete any Event as a result of either
party's  inability  to  obtain  necessary  government  approvals  therefor.

In  addition,  the  Borrower  agrees  to pay the Lender on demand, all costs and
expenses  incurred by the Lender in connection with the collection of all of the
Obligations,  including  but not limited to enforcement actions, relating to the
Loan,  whether  through  judicial  proceedings  or otherwise, or in defending or
prosecuting  any  actions  or  proceedings  arising  out  of or relating to this
Agreement,  including  reasonable  fees  and  expenses of outside counsel to the
Lender,  expenses  for  expert witnesses, auditors, appraisers and environmental
consultants, and expenses for lien searches, recording and filing fees and taxes
necessary  for  such  collection.


     9.  [RESERVED.]

     10.  MISCELLANEOUS.

          10.1.  MODIFICATIONS  AND  AMENDMENTS.  No  modification, amendment or
     waiver  of, or consent to any departure by the Borrower from, any provision
     of  this Agreement will be effective unless made in a writing signed by the
     party  to  be  charged,  and then such waiver or consent shall be effective
     only  in  the  specific  instance  and  for the purpose for which given. No
     notice  to or demand on the Borrower will entitle the Borrower to any other
     or  further  notice  or  demand  in the same, similar or other circumstance
     unless  specifically  provided  for  in  the  Loan  Documents.

          10.2.  SUCCESSORS AND ASSIGNS. This Agreement will be binding upon and
     inure  to  the  benefit of the Borrower and the Lender and their respective
     heirs,  executors,  administrators,   successors  and  assigns;   provided,
     however,  that  neither party may assign this Agreement in whole or in part
     without  the  other  party's  prior  written  consent.  Upon receipt of the
     Borrower's written consent therefor, the Lender may sell, assign, transfer,
     negotiate, grant participations in, or otherwise dispose of all or any part
     of  the  Lender's  interest  in  the Loan as permitted in such consent. The
     Borrower  hereby  authorizes  the  Lender  to  provide,  with notice to the
     Borrower,  any  information  concerning the Borrower, including information
     pertaining  to  the  Borrower's financial condition, business operations or
     general  creditworthiness,  to any person or entity which may succeed to or
     participate  in  all  or  any  part  of  the Lender's interest in the Loan.

          10.3.  INTERPRETATION.  In  this  Agreement, unless the Lender and the
     Borrower  otherwise  agree in writing, the singular includes the plural and
     the  plural  the  singular;  words  importing  any gender include the other
     genders;  references  to  statutes  are  to  be  construed as including all
     statutory  provisions  consolidating,  amending  or  replacing  the statute
     referred  to;  the word "or" shall be deemed to include "and/or", the words
     "including", "includes" and "include" shall be deemed to be followed by the
     words  "without   limitation";   references  to  articles,   sections   (or
     subdivisions  of  sections) or exhibits are to those of this Agreement; and
     references  to agreements and other contractual instruments shall be deemed
     to  include  all  subsequent  amendments  and  other  modifications to such
     instruments, but only to the extent such amendments and other modifications
     are  not  prohibited  by, and entered into in accordance with, the terms of
     this  Agreement.  Section  headings  in  this  Agreement  are  included for
     convenience  of  reference  only  and  shall  not constitute a part of this
     Agreement  for  any  other  purpose.  Unless  otherwise  specified  in this
     Agreement,  all  accounting  terms  shall be interpreted and all accounting
     determinations  shall be made in accordance with GAAP. If this Agreement is
     executed  by  more  than  one  party  as  Borrower, the obligations of such
     persons  or  entities  will be joint and several. The language used in this
     Agreement  will  be  deemed  to  be  the  language chosen by the parties to
     express  their  mutual  intent, and no rules of strict construction will be
     applied  against  any  party.

          10.4.  NO  CONSEQUENTIAL  DAMAGES,  ETC.  Neither  the  Lender nor the
     Borrower  (except  as  provided below) will be responsible for any damages,
     consequential,  incidental,  special,  punitive  or  otherwise, that may be
     incurred  or alleged by any person or entity, including the Borrower or the
     Lender,  as  applicable,  as  a  result  of  this Agreement, the other Loan
     Documents,  the  transactions contemplated hereby or thereby, or the use of
     the  proceeds  of  the  Loan; provided, however, that the Borrower shall be


                                      PAGE 7


     responsible  to  the  Lender  for  any  consequential  damages  that may be
     incurred  by the Lender as a result of a material misrepresentation made by
     the Borrower to the Lender under this Agreement or any other Loan Document.

          10.5.  PUBLICITY.  The Lender and the Borrower shall have the right to
     approve,   before  issuance  any  public  statement  with  respect  to  the
     transactions contemplated hereby made by any party; provided, however, that
     the  Lender  shall be entitled, without the prior approval of the Borrower,
     to  issue  any public disclosure with respect to such transactions required
     under  applicable securities or other laws or regulations (the Lender shall
     use  its  best  efforts to consult the Borrower in connection with any such
     press  release or other public disclosure prior to its release and Borrower
     shall  be  provided  with  a  copy  thereof  upon  release  thereof).

          10.6.  ENTIRE  AGREEMENT.  This Agreement (including the documents and
     instruments  referred  to  herein)  constitutes  the  entire  agreement and
     supersedes  all other prior agreements and understandings, both written and
     oral,  between  the  parties  with  respect  to  the subject matter hereof.

          10.7.  PRESERVATION  OF  RIGHTS.  No delay or omission on the Lender's
     part  to exercise any right or power arising hereunder will impair any such
     right  or  power  or be considered a waiver of any such right or power, nor
     will  the  Lender's  action or inaction impair any such right or power. The
     Lender's  rights and remedies hereunder are cumulative and not exclusive of
     any  other  rights  or  remedies  which  the  Lender  may  have under other
     agreements,  at  law  or  in  equity.

          10.8.  SEVERABILITY.  If  any  provision  contained  in this Agreement
     should  be  invalid,  illegal or unenforceable in any respect, it shall not
     affect or impair the validity, legality and enforceability of the remaining
     provisions  of  this  Agreement.

          10.9. NOTICES. All notices, demands, requests, consents, approvals and
     other communications required or permitted hereunder ("NOTICES") must be in
     writing  and  will  be  effective upon receipt. Notices may be given in any
     manner  to  which  the  parties  may separately agree, including electronic
     mail.  Without  limiting  the   foregoing,   first-class  mail,   facsimile
     transmission  and  commercial  courier  service  are  hereby  agreed  to as
     acceptable  methods  for  giving Notices. Regardless of the manner in which
     provided, Notices may be sent to a party's address as set forth above or to
     such  other  address as any party may give to the other for such purpose in
     accordance  with  this  section.

          10.10.  GOVERNING  LAW  AND  JURISDICTION.  This  Agreement  has  been
     delivered  to  and  accepted  by  the  Lender  and  shall  be  construed in
     accordance  with,  and governed in all respects by the laws of the State of
     California,  County  of San Diego as applied to agreements entered into and
     to  be  performed  entirely in such state, between residents of such state.
     Nothing  contained  in this Agreement will prevent the Lender from bringing
     any  action,  enforcing  any  award  or  judgment  or exercising any rights
     against  the  Borrower  individually,  against  any security or against any
     property of the Borrower within any other county, state or other foreign or
     domestic  jurisdiction.  The  Lender  and the Borrower agree that the venue
     provided  above  is  the  most convenient forum for both the Lender and the
     Borrower.  The  Borrower  waives  any  objection to venue and any objection
     based  on  a  more  convenient  forum  in  any action instituted under this
     Agreement.

          10.11  WAIVER  OF  JURY TRIAL. THE BORROWER IRREVOCABLY WAIVES ANY AND
     ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM
     OF  ANY  NATURE  RELATING  TO  THIS  AGREEMENT,  ANY  DOCUMENTS EXECUTED IN
     CONNECTION  WITH  THIS  AGREEMENT OR ANY TRANSACTION CONTEMPLATED IN ANY OF
     SUCH  DOCUMENTS.  THE  BORROWER  ACKNOWLEDGES  THAT THE FOREGOING WAIVER IS
     KNOWING  AND  VOLUNTARY.

          10.12.  COUNTERPARTS.  This  Agreement  may be signed in any number of
     counterpart  copies and by the parties hereto on separate counterparts, but
     all  such  copies shall constitute one and the same instrument. Delivery of
     an  executed counterpart of a signature page to this Agreement by facsimile
     transmission  shall  be  effective  as  delivery  of  a  manually  executed
     counterpart.   Any   party   so   executing  this  Agreement  by  facsimile
     transmission  shall  promptly  deliver  a  manually  executed  counterpart,
     provided  that  any  failure  to do so shall not affect the validity of the
     counterpart  executed  by  facsimile  transmission.


                                      PAGE 8


     THE  BORROWER  ACKNOWLEDGES  THAT  IT  HAS  READ  AND  UNDERSTOOD  ALL  THE
PROVISIONS  OF  THIS AGREEMENT, INCLUDING THE WAIVER OF JURY TRIAL, AND HAS BEEN
ADVISED  BY  COUNSEL  AS  NECESSARY  OR  APPROPRIATE.

     WITNESS  the  due execution hereof as a document under seal, as of the date
first  written  above.

                                           STARSYS  RESEARCH  CORPORATION


    /s/ Janet Bongard                      By:  /s/ Scott F. Tibbetts
----------------------------                   ---------------------------------
                                               Scott  F.  Tibbitts
                                               Chief  Executive  Officer



                                           SPACEDEV,  INC.


                                           By:  /s/ Richard B. Slansky
                                               --------------------------------
                                               Richard  B.  Slansky
                                               President


                                      PAGE 9


                           ADDENDUM TO LOAN AGREEMENT

     ADDENDUM  to  that  certain  Loan Agreement entered into as of September 8,
2005 between STARSYS RESEARCH CORPORATION as the Borrower and SPACEDEV, INC., as
the  Lender.  Capitalized  terms used in this Addendum and not otherwise defined
shall have the meanings given them in the Agreement. Section numbers below refer
to  the  sections  of  the  Agreement.

     3.1 - Defaults/Violations: (1) defaults existing with respect to the Vectra
Obligations  and  described  in  the Forbearance Agreement, dated as of June 24,
2005,  between  Vectra,  the  Borrower  and  Scott  F. Tibbitts as guarantor, as
amended  by  the  First  Amendment to Forbearance Agreement, made as of July 25,
2005,  between  Vectra,  the Borrower and Scott F. Tibbitts as guarantor, and as
extended  by  the letter dated August 31, 2005, from Vectra to the Borrower (and
as further amended, extended or modified from time to time); and (2) the consent
of  Vectra to the making of the Loan evidenced in the Intercreditor Agreement of
even  date  herewith,  between  Vectra,  the  Lender  and  the  Borrower.

     3.7  -  Permitted Liens and Encumbrances: (1) liens in favor of Vectra; (2)
liens  in  favor  of  the  Lender;  (3) liens incurred in the ordinary course of
business  in  connection  with  workers'  compensation,  unemployment insurance,
social  security  and  other  governmental  rules that do not, in the aggregate,
materially  impair  the  use or value of the property or assets of the Borrower;
(4)  minor  defects,  easements,  rights-of-way,  restrictions and other similar
encumbrances  incurred  in  the  ordinary  course  of  business and encumbrances
consisting of zoning restrictions, licenses, restrictions on the use of property
or  minor  imperfections  in  title  which do not materially impair the property
affected  thereby  for  the  purpose  for which title was acquired or materially
interfere with the operation of the Borrower's business; (5) interest in a joint
patent  application  ("Highly  Compact,  Precision  Lightweight Deployable Truss
Which  Accommodates  Side  Mounted  Components") held by Harris Corporation; (6)
interest  in  certain  assigned  technology  of  the  Borrower  in favor of SAAB
Ericsson Space AB ("SES") pursuant to that certain Proprietary Rights Agreement,
made October 25, 1999, by the Borrower and SES; (7) interest in certain assigned
technology  of  the Borrower in favor of SES pursuant to that certain Technology
License  and Cooperation Agreement, dated December 19, 2000, by the Borrower and
SES; and (8) rights of Lockheed Martin Corporation ("LMC") to certain technology
developed  by  the  Borrower  and  described  in  that  certain  Patent  License
Agreement,  made  February  27,  1996, between the Borrower and LMC, as amended.

     3.11  -  Pending  and  Threatened  Litigation:

<TABLE>
<CAPTION>



<S>        <C>                   <C>         <C>
Date       Name                  Type        Description
--------   ------------------    -------     --------------------------------------------
08/30/05   Qualified Pension     Action      Small claims  court  for  $3K unpaid invoice
           Services                          that is about one year old; the invoice will
                                             be paid in 09/05 for  services  rendered and
                                             the judgment will be rescinded.

2003       Doug Peterscak       Threatened   Threatened  to  sue  for non-compliance with
                                Action       an   existing  employment  and   non-compete
                                             agreement.

</TABLE>






     3.15 - Disclosure: defaults existing with respect to the Vectra Obligations
and  described  in the Forbearance Agreement, dated as of June 24, 2005, between
Vectra, the Borrower and Scott F. Tibbitts as guarantor, as amended by the First
Amendment  to  Forbearance  Agreement, made as of July 25, 2005, between Vectra,
the  Borrower  and Scott F. Tibbitts as guarantor, and as extended by the letter
dated  August  31,  2005,  from  Vectra to the Borrower (and as further amended,
extended  or  modified  from  time  to  time).

     5.1 - Existing Debt: (1) the Vectra Obligations; (2) debt evidenced by that
certain  Subordinated Promissory Note, dated July 22, 2005, from the Borrower to
Ted  Tibbitts,  in  the principal amount of $100,000; (3) debt evidenced by that
certain  Subordinated Promissory Note, dated July 22, 2005, from the Borrower to
Steve  Tibbitts, in the principal amount of $100,000; (4) debt evidenced by that
certain  Subordinated Promissory Note, dated July 22, 2005, from the Borrower to
Jack  Tibbitts,  in  the principal amount of $100,000; and (5) debt evidenced by


                                    PAGE A-1


                                      Addendum to Loan Agreement between Starsys
                              Research Corporation and SpaceDev, Inc., CONTINUED



that  certain  Subordinated  Promissory  Note,  dated  July  22,  2005, from the
Borrower  to  Frank  Tai,  in  the  principal  amount  of  $500,000.

     5.9 - Management Fees: (1) $5,000/month fee payable to St. Charles; and (2)
country  club  dues  paid  or  reimbursable  to Scott F. Tibbitts as part of his
compensation.



                                    PAGE A-2