ATTACHMENT A-1

           NASA HUMAN & ROBOTICS TECHNOLOGY SMALL TUG PROGRAM PHASE I
                  STATEMENT OF WORK FOR SPACEDEV SPACECRAFT BUS

                       Contract #: N0405-SC-NNM05AAS92C-01
                              DATED: JUNE 27, 2005


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                           SPACEDEV STATEMENT OF WORK
                             SmallTug Spacecraft Bus

                            Reviewed and Accepted by:

                      /S/: KEITH BEALS          29 JUNE 05
                      ----------------          ----------
                                                      Date
                        /S/: ERIC WETZEL           6/27/05
                      ----------------          ----------
                                                      Date



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                                TABLE OF CONTENTS

1         INTRODUCTION                                   1
2         SCOPE                                          2
3         PROGRAM  SCHEDULE  MILESTONES                  2
4         GENERAL  REQUIREMENTS                          2
4.1       PROGRAM  DIRECTION                             2
4.2       SCHEDULE                                       2
4.3       STATUS  REPORTING                              2
4.3.1     Weekly  teleconference                         2
4.3.2     Data  availability                             2
4.3.3     Data  format                                   3
4.3.4     Periodic  meetings                             3
4.3.5     Travel                                         3
5         STUDY  TASKS                                   3
6         STUDY  DELIVERABLES                            5



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1     INTRODUCTION
The  Human  and  Robotic  Technology (HR&T) program administered by the National
Aeronautics  and  Space Administration (NASA) explores new space technologies in
support  of  our  nation's  Vision  of  Space Exploration. The SmallTug CisLunar
Flight  Experiment  (SmallTug)  is  one  of  the  first  experiments of the HR&T
program.

To  realize  the Nation's Vision of Space Exploration, sustainable and efficient
transportation  architecture  will be required.  As identified by NASA's Level 0
Requirements,  separation  of  cargo  and  crew  transport will be a fundamental
characteristic  of  the  transportation  architecture.  Recent  advances  in the
analysis  and  design of multi-body (n-body) trajectories indicate the potential
for delta v savings of between 15% and 70% over conventional transfer orbits. As
one  component  of  the  architecture, dedicated tugs can utilize these advanced
trajectories  for  highly  efficient  cargo  transfer  along periodic (repeating
trajectories.  Another factor in low cost cargo transport is safe, reliable, yet
affordable  production  of  large  power  using  photo-voltaic  arrays.

The SmallTug CisLunar Flight Experiment is a miniature scale demonstration of an
Exploration-class  cargo  tug on a cyclic (1 year) n-body trajectory between the
Earth  and  the  Moon  L1  point.  The  spacecraft  will  utilize solar electric
propulsion  and carry a small (~1.5 kg) highly sophisticated science instrument,
CEASE  II.  The SmallTug Technology Flight Experiment (TFE) will integrate three
mid-Technology  Readiness Level (TRL) technologies: 1) photovoltaic solar array,
2)electromagnetic  propulsion  and  3)  cyclic  n-body  trajectory  design.  The
ultimate goal is to reduce the delta v between LEO and L1 by between 15% and 70%
over  conventional  transfer  orbits.  While  this  demonstration  mission is in
cislunar space, the trajectory design methodologies demonstrated by SmallTug are
applicable  to  all  other  desired destinations in the Solar System (e.g. Mars,
Jupiter,  etc.).

SmallTug's payload, Compact Environmental Anomaly SEnsor (CEASE II), is a small,
low power instrument that provides operators with fully processed, real time, in
situ  measurements  and  autonomously  generated  warnings of the space radiaton
environment  threats.  CEASE  reports  to  SmallTug:1)  Inonizing radiation dose
rates,  (2)  Single event effects, (3) Surface and deep dielectric charging. The
CEASE  output  is  updated  once per minute in a 10-byte Engineering Data packet
quantifying  the  levels  associated  with  those  space  hazards.

The  SmallTug program is divided into two phases. The overall goal of Phase I is
to  confirm the feasibility and benefits of the SmallTug concept to support H&RT
objectives.  Phase  I  will stress the completion of design trades, analyses and
integration of the applicable technology. Phase II will fabricate, test, launch,
and  operate  the  demonstration vehicle from Phase I.  Completing both SmallTug
phases  will enable the development of full-scale solar electric space tugs that
can affordably transport cargo in support of a sustained exploration campaign on
a  timeline  that  is  consistent  with  returning  humans  to the Moon in 2020.

                                        1
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2     SCOPE

This SOW describes the tasks to be performed and the products to be delivered by
SpaceDev  as  subcontractor  to  Andrews  Space for Phase I of the H&RT SmallTug
program.  The  duration  of  Phase  I  is  April 2005 through March 2006.    The
objective  of Phase I is to successfully complete a Preliminary Design Review as
the  basis  for  continuation  to  detailed  design  and  production.

3     PROGRAM  SCHEDULE  MILESTONES

Andrews Space's authority to proceed (ATP) on the H&RT SmallTug (Phase I period)
study  is  April  14,  2005.  Key  program  milestones  are:

-     Kickoff  meeting-May,  2005

-     Quarterly  Review  #1,  August  17,  2005

-     Quarterly  Review  #2,  November  16,  2005

-     Project  Continuation  Review,  February  28,  2006

-     Preliminary  Design  Review,  March  29,  2006

4     GENERAL  REQUIREMENTS

4.1     PROGRAM  DIRECTION

Andrews Space will be the sole source of program direction to SpaceDev.  Program
direction  includes,  but  is  not  limited  to,  issues  relating to contracts,
schedule  and  technical  requirements.

4.2     SCHEDULE

SpaceDev  shall  deliver  the  products  identified  in  this SOW (Section 6) in
accordance with the Program Schedule Milestones listed in Section 3. Contractual
deliverables  shall  be  submitted 2 weeks prior to associated Program Scheduled
Milestones  to  facilitate  integration,  iteration  and Andrews Space requested
updates.

4.3     STATUS  REPORTING

SpaceDev  shall provide a monthly status report to Andrews Space.  These reports
will  provide  technical  status,  schedule  status, and cost expenditures.  The
monthly  reports  are  due  on  the  5th  of  each month.     A baseline program
schedule and budget shall be provided in the first month's report.  In addition,
cost  expenditure  reports  shall  be  provided  two weeks following the monthly
report  to  facilitate  program  tracking.  These  interim  cost  reports may be
estimated.

4.3.1     WEEKLY  TELECONFERENCE

SpaceDev  shall  support  weekly  Andrews  Space  CE&R  telecoms.

4.3.2     DATA  AVAILABILITY

SpaceDev  shall  utilize  Andrews  Space's  web based Windchill ProjectLink data
management  system  for  the  transfer  of information.  Andrews Space will make
account  access  available  to  SpaceDev.

4.3.3     DATA  FORMAT

SpaceDev shall provide data in native file format as appropriate (e.g., MS Word,
MS  PowerPoint,  MS  Excel,  CAD  files  such  as  ProE  or  .igs format, etc.).
SpaceDev  shall  respond to communication from Andrews Space in a timely manner.

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4.3.4     PERIODIC  MEETINGS
SpaceDev  shall  support  the  meetings  listed  in  Section 3, Program Schedule
Milestones.  The  scope  of the meeting support is in accordance with Section 5,
Study  Support  Tasks.

4.3.5     TRAVEL

SpaceDev  shall provide 4 personnel to travel in support of the 4 reviews listed
in  Section  3.0.  for  a  one  day  duration  for  each  meeting

5     STUDY  TASKS

The  following  tasks  are  to  be performed during the Phase I period.  The WBS
levels  are defined for cost reporting purposes.  The tasks included in each WBS
are  listed

 WBS  1.1  MILESTONES  AND  REVIEWS
-----------------------------------

-Support  program  review  meetings  as  listed  in  Section  3.

-Provide  inputs  to  Andrews Space for the program reviews listed in Section 3.

WBS  1.2  PROGRAM  MANAGEMENT
-----------------------------

 PROGRAM  DELIVERABLES

-Prepare  monthly  technical  progress and financial reports per Section 4.3 and
conduct  quarterly  management  reviews  with  Andrews  Space.
 COST  ASSESSMENT  (BY  FEBRUARY  17,  2006)

-Provide  planning  input  and  cost  estimates  for  Phase  II  effort.

WBS  2.1  SYSTEMS  ENGINEERING  MANAGEMENT
------------------------------------------

CONFIGURATION  AND  DATA  MANAGEMENT  (AS  REQUIRED,  CONCEPT  BASELINE  TO  BE
UPDATED/ESTABLISHED  BY  AUGUST  8,  2005)

-Participate  in  Andrews Space configuration management process, provide SC bus
configuration  data  for  inclusion  in system, and participate in control board
discussions

MASS  PROPERTIES  (INITIAL  INPUT  BY  JUNE 30, 2005, UPDATE MONTHLY THEREAFTER)
-Provide  SC  bus  mass  properties  input to Andrews Space, participate in mass
properties  management  process  (e.g.,  define  weight  growth  allowances,
define/implement  weight  trades)

RISK  ANALYSIS  &  MANAGEMENT  (INPUT  BY JUNE 30, 2005, UPDATE 2 WEEKS PRIOR TO
MAJOR  REVIEWS)

-Provide  input  to Andrews Space program risk analysis process (e.g., risk list
inputs,  recommended  steps  to  address)

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WBS  2.2  SYSTEM  REQUIREMENTS  DEFINITION:
-------------------------------------------

SYSTEM  REQUIREMENTS  DOCUMENT  (SRD) (INITIAL INPUT BY JUNE 30, 2005, UPDATE BY
AUGUST  8,  2005,  FINAL  INPUT  BY  FEB.  28,  2006)

-  Review/comment  on  the  following  specifications  and  provide   input   as
appropriate  (Andrews  is  lead  in  drafting  and controlling these documents):

     >System  Performance  Specification
     >Spacecraft  Specification
     >Avionics/GN&C/CD&H  Subsystem  Specification
     >Propulsion  Subsystem  Specification
     >Mechanical  Subsystem  Specification  (structure,  thermal  management,
     mechanisms,  LV  interface,  etc.)
     >Communications  Subsystem  Specification
     >Software  Specification
     >Preliminary  Component  Specifications  (by  February  28,  2006)

 ENVIRONMENTS  SPECIFICATION  (REVIEW  AND  COMMENT  BY  JUNE  30,  2005)

-Review/comment  on  System  Environments  Specification

 INTERFACE  CONTROL  DOCUMENTS  (ICD)  (PROVIDE  BY  FEBRUARY  15,  2006)

-Draft  Spacecraft-to-LV  and  intra-spacecraft  ICD's

WBS  3.2  CONFIGURATION  DEVELOPMENT  AND  VEHICLE  DESIGN
----------------------------------------------------------

FAILURE  MODE  AND  EFFECTS  ANALYSIS  (FMEA)  (INPUT  BY  DECEMBER  16,  2005)

-Review and comment on the preliminary FMEA analysis developed by Andrews Space.
SPACECRAFT  BUS  CONCEPT  DESIGN  (BY  AUGUST  8,  2005)

-Conduct  concept  design  trades  and analyses on the spacecraft bus, avionics,
navigation sensors, power subsystem, communication subsystem, thermal management
approach,  mechanisms, attitude control systems (e.g., RW and ACS).  The concept
design  of  the solar array and associated drive, the power conditioning for the
propulsion  system, the Hall thruster, and the Hall thruster Xe feed system will
be  completed  by  other  team  members  and  provided  to  SpaceDev  for design
integration.

-Provide  recommended  concept  configuration  by first Quarterly Program Review

-Provide  top  level trade summaries showing analyses, assumptions, results, and
conclusions.

-Provide  initial  concept  budgets  and  allocation  of power, propellant, data
handling,  link  budget,  processing,  and  memory.

-Provide  CAD  models  depicting  the  SC  concept  design

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SPACECRAFT  PRELIMINARY  DESIGN  (BY  MARCH  1,  2006)

-Conduct preliminary design of the spacecraft bus, avionics, navigation sensors,
power  subsystem,  communication   subsystem,   thermal   management   approach,
mechanisms, attitude control systems (e.g., RW and ACS).  The preliminary design
of  the  solar  array  and  associated  drive,  the  power  conditioning for the
propulsion  system, the Hall thruster, and the Hall thruster Xe feed system will
be  completed  by  other  team  members  and  provided  to  SpaceDev  for design
integration. All technical input will be completed by PCR. SpaceDev will provide
updates  between  PCR  and  PDR.

-Perform  preliminary  structural  and  thermal  analyses  of preliminary design

-Provide  design  data/models  of  preliminary  design

-Provide  system  schematics

-Provide  preliminary  design  budgets and allocation of power, propellant, data
handling,  link  budget,  processing,  memory,  etc

-Provide requirements assessment results (verify preliminary design meets specs.
and  environments)

-Provide  CAD  models  depicting  the  SC  preliminary  design

-Provide  definition  of  software  architecture  and  design  approach
-.
WBS  3.3  SYSTEM  PLANNING
--------------------------

OPERATIONS  PLAN (REVIEW CONCEPT OPERATIONS PLAN BY AUGUST 8, REVIEW PRELIMINARY
OPERATIONS  PLAN  BY  MARCH  15)

-Review  and  comment  on  Andrews  Space's  Operation  Plan

DEVELOPMENT  AND  INTEGRATION PLAN (PRELIMINARY DEVELOPMENT AND INTEGRATION PLAN
BY  FEBRUARY  17,  2006)

-Provide  input  to  preliminary  Small Tug Development and Integration Plan, to
include  all  Phase  II  and  onwards  design and development activities for the
spacecraft  bus  (e.g.,  project  schedule,  long  lead,
assembly/integration/verification  plans)

6     STUDY  DELIVERABLES

The  following table summarizes the program deliverables described in Section 5.

                     TABLE 6-1. PHASE I PROGRAM DELIVERABLES

<TABLE>
<CAPTION>




<S>                                       <C>                                           <C>

Item . . . . . . . . . . . . . . . .      Description . . . . . . . . . . . . . . .     Due Date
-------------------------------------     -----------------------------------------     ------------------
Major Review                              Presentation material for two quarterly           2 weeks prior
Documentation                             reviews, program continuation review,                  to review
                                          and PDR
-------------------------------------     -----------------------------------------     ------------------
Monthly Cost and                          Provide technical status, schedule status,                5th of
Status Reports.                           and cost expenditures                                each month.

                                        5
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Item . . . . . . . . . . . . . . . .      Description . . . . . . . . . . . . . . .     Due Date
-------------------------------------     -----------------------------------------     ------------------
Cost Assessment                           Phase II spacecraft bus program cost estimates February 16, 2006
-------------------------------------     -----------------------------------------     ------------------
Mass Properties Input                     Spacecraft bus mass properties input             Initial-June 30
                                                                                            Update monthly
-------------------------------------     -----------------------------------------     ------------------
Risk Management Plan Inputs               Provide risk list inputs on the spacecraft bus  Initial input by
                                                                                             June 30, 2005
                                                                                            update 2 weeks
                                                                                                  prior to
                                                                                            major reviews.
-------------------------------------     -----------------------------------------     ------------------
Requirements Input                        Provide input to SRD on the spacecraft bus      Initial-June 30,
                                                                                      2005-Update-August 8
                                                                                       2005 Final February
                                                                                                  28, 2006
-------------------------------------     -----------------------------------------     ------------------
Environmental Spec. Comments              Review/comment on Environmental Spec.              June 30, 2006
-------------------------------------     -----------------------------------------     ------------------
ICD's                                     Draft SC to LV and intra-SC ICD's              February 15, 2005
-------------------------------------     -----------------------------------------     ------------------
FMEA Comments                             Review/comment on Andrews FMEA                 December 16, 2006
-------------------------------------     -----------------------------------------     ------------------
Concept Design Data                       Recommended concept bus design, top level         August 8, 2006
                                          trade summaries, concept resource budgets
-------------------------------------     -----------------------------------------     ------------------
Preliminary Design Data                   Preliminary bus design, preliminary                March 1, 2006
                                          structural/thermal analysis results,
                                          bus system schematics, preliminary resource
                                          budgets, preliminary SW architecture/
                                          development plan.
-------------------------------------     -----------------------------------------     ------------------
Development  and Integration Plan         Spacecraft bus development and integration     February 17, 2006
                                           plan  for  Phase  II  effort.
-------------------------------------     -----------------------------------------     ------------------

</TABLE>

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