EXHIBIT 10.2


                          STARSYS RESEARCH CORPORATION
                             SECURED PROMISSORY NOTE

$1,320,000.00                                                  September 8, 2005

     For  value  received,  STARSYS RESEARCH CORPORATION, a Colorado corporation
with  an  address  at  4909  Nautilus  Ct.  North,  Boulder, Colorado 80301 (the
"COMPANY"),  hereby  promises  to  pay to SPACEDEV, INC., a Colorado corporation
(hereinafter referred to as the "HOLDER") the principal sum of One Million Three
Hundred  Twenty  Thousand  Dollars  ($1,320,000.00), subject to Section 8 of the
Loan  Agreement  referenced  below,  with  interest  from the date hereof on the
unpaid  balance  at  a  per annum rate of Eight Percent (8.00%). The outstanding
principal  amount  of  this  Note, together with any interest accrued but unpaid
thereon  (the  "OUTSTANDING AMOUNT"), shall be due and payable on the earlier of
(a)  December  31,  2005;  (b)  the closing date of an Event (as defined in that
certain Loan Agreement of even date herewith, between the Company and the Holder
(the "LOAN AGREEMENT"); (c) in whole or in part, immediately upon funding of any
new  capital raised by the Company if no Event is closed by October 31, 2005; or
(d) upon any violation of the Exclusivity Addendum attached to this document and
incorporated  thereby  (the  "MATURITY DATE"). This Promissory Note, as the same
may  be  amended or supplemented from time to time is hereinafter referred to as
the  "NOTE".  Capitalized terms used herein and not otherwise defined shall have
the  meanings  ascribed  to  such  terms  in  the  Loan  Agreement.

     1. PAYMENTS. Principal and interest shall be payable in lawful money of the
United  States  of America, by wire transfer to a bank account designated by the
Holder  or  by  bank check delivered to the principal office of the Holder or at
such other place as the Holder may designate from time to time in writing to the
Company.  Interest  will  be  calculated based on the actual number of days that
principal  is  outstanding  over  a  year of 360 days. Interest shall be due and
payable  on  the  Maturity  Date,  on  which  date all outstanding principal and
accrued  interest  shall  be  due  and  payable  in  full.

     2.  DEFAULT  RATE.  Upon  maturity,  whether  by  acceleration,  demand  or
otherwise,  and  at  the  Holder's  option  upon  the occurrence of any Event of
Default  (as  hereinafter  defined)  and  during  the  continuance  thereof, the
Outstanding  Amount  of this Note shall bear interest at a rate per annum (based
on  the  actual  number of days that principal is outstanding over a year of 360
days)  which  shall  be four percentage points (4.00%) in excess of the interest
rate  in  effect from time to time under this Note but not more than the maximum
rate  allowed  by  law  (the "DEFAULT RATE"). The Default Rate shall continue to
apply whether or not judgment shall be entered on this Note. The Default Rate is
imposed as liquidated damages for the purpose of defraying the Holder's expenses
incident to the handling of delinquent payments, but are in addition to, and not
in  lieu  of,  the Holder's exercise of any rights and remedies hereunder, under
the  other  Loan Documents or under applicable law, and any fees and expenses of
any  agents  or  attorneys  and expert witnesses which the Holder may employ for
which the Company is obligated to reimburse the Holder under the Loan Documents.
In  addition,  the Default Rate reflects the increased credit risk to the Holder
of  carrying a loan that is in default. The Company agrees that the Default Rate
is  a  reasonable  forecast of just compensation for anticipated and actual harm
incurred  by  the Holder, and that the actual harm incurred by the Holder cannot
be  estimated  with  certainty  and  without  difficulty.

     3.  LIQUIDATED DAMAGES. The Company agrees to make all payments (other than
(i)  regular  monthly  installments  of principal or interest, and (ii) payments
made  with  the  proceeds  of  this  Note)  to  Vectra  Bank  Colorado, National
Association  (the  "BANK"),  on  the Vectra Obligations on a pro rata basis with
payments  due  under  this  Note,  based  on each of the Holder's and the Bank's
percentage  interest  in  the then combined outstanding principal balance of the
Vectra  Obligations  and  this  Note  (the  "COMBINED  DEBT"),  so  that, unless
otherwise  consented to in writing by the Holder, the amount of any such payment
shall  be  reduced  by the Holder's percentage interest of the Combined Debt and
the  difference  shall  be  paid  to  the  Holder  hereunder simultaneously with
delivery  of  such  payment  to the Bank. The Company and the Holder acknowledge
that the actual damages that would be incurred by the Holder as a consequence of
any breach of this Section 3 would be difficult to quantify and that the Company
and  the Holder have agreed that, in the event of any such breach (but only once
while any Obligations are outstanding), the Company shall pay liquidated damages
to  the  Holder  equal  to $120,000.00. The Company and the Holder further agree
that  the liquidated damages set forth in this Section would constitute fair and
appropriate  liquidated  damages  in  the  event  of  any  such  breach.


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     4.  EVENTS  OF  DEFAULT.  An  "EVENT  OF  DEFAULT"  means the occurrence or
existence  of  one  or  more of the following events or conditions (whatever the
reason  for the Event of Default and whether voluntary, involuntary, or effected
by  operation  of  law).  If any of the following Events of Default shall occur:

          (a)  The  Company  fails  to pay when due principal or interest on the
     Note;

          (b)  The  Company  or  any  of  its subsidiaries shall (i) voluntarily
     terminate  operations or apply for or consent to the appointment of, or the
     taking of possession by, a receiver, custodian, trustee or liquidator of it
     or  of  all  or a substantial part of its assets, (ii) admit in writing its
     inability,  or  be  generally  unable, to pay its debts as the debts become
     due, (iii) make a general assignment for the benefit of its creditors, (iv)
     commence  a  voluntary case under the Federal Bankruptcy Code of the United
     States (as now or hereafter in effect), (v) file a petition seeking to take
     advantage   of   any  other   law   relating   to  bankruptcy,  insolvency,
     reorganization,  winding-up,  or  composition  or adjustment of debts, (vi)
     fail  to  controvert  in  a  timely and appropriate manner, or acquiesce in
     writing  to, any petition filed against it in an involuntary case under the
     Federal Bankruptcy Code of the United States or other applicable bankruptcy
     law  or (vii) take any corporate action for the purpose of effecting any of
     the  foregoing;

          (c)  Without  its application, approval or consent, a proceeding shall
     be commenced, in any court of competent jurisdiction, seeking in respect of
     the  Company  or  any of its subsidiaries: the liquidation, reorganization,
     dissolution,  winding-up,  or  composition  or  readjustment  of  debt, the
     appointment  of  a trustee, receiver, liquidator or the like of such entity
     or  of  all  or any substantial part of its assets, or other like relief in
     respect  of  such  entity under any law relating to bankruptcy, insolvency,
     reorganization,  winding-up, or composition or adjustment of debts; and, if
     the  proceeding  is  being contested in good faith by such entity, the same
     shall  continue  undismissed,  or  unstayed and in effect for any period of
     forty-five  (45)  consecutive  days,  or  an  order for relief against such
     entity  shall  be  entered in any case under the Federal Bankruptcy Code of
     the  United  States  or  other  applicable  bankruptcy  law;

          (d)  An  Event  of  Default  has  occurred under any of the other Loan
     Documents;  then, and in any such event and at any time thereafter, if such
     Event  of Default or any other Event of Default shall have not been waived,
     the  Holder  may declare by notice to the Company the Outstanding Amount of
     the  Note  to  be immediately due and payable, and the same shall forthwith
     become  immediately  due  and payable without presentment, demand, protest,
     further  notice  or  other  formality  of any kind, all of which are hereby
     expressly  waived;  provided,  however,  that notwithstanding the above, if
     there  shall  occur an Event of Default under clause (b) or (c) above, then
     the  Outstanding  Amount  of  the Note shall be immediately due and payable
     without the necessity of any action by the Holder or notice to the Company.

     5.  INFORMATION  RIGHTS.  For so long as this Note remains outstanding, the
Company  shall  provide  to Holder copies of all financial statements, including
Company balance sheets, statements of income and cash flow statements, which are
provided  to  the  stockholders  of  the  Company.

     6.  MODIFICATION  OF  NOTE. The terms of the Note may be amended, modified,
supplemented,  changed, waived or altered in any respect upon the execution of a
written amendment, modification, supplement, change, waiver or alteration signed
by  both  the Holder and the Company, which amendment, modification, supplement,
change,  waiver  or  alteration shall be binding upon and apply to the Holder of
the  Note.

     7.  MISCELLANEOUS.

          7.1  BINDING BENEFIT. This Note, and the obligations and rights of the
     parties  hereunder,  shall  be binding upon and inure to the benefit of the
     parties  hereto  and  their  respective  successors  and  assigns.

          7.2  NO  WAIVER.  No  delay  or  omission on the part of the Holder in
     exercising  any  right hereunder shall operate as a waiver of such right or
     of  any  other right of the Holder, nor shall any delay, omission or waiver
     on  any  occasion  be  deemed a bar to, or waiver of, the same or any other
     right  on  any  future  occasion.

          7.3  WAIVERS  BY  THE  COMPANY.  The undersigned and every endorser or
     guarantor  of this Note, regardless of the time, order or place of signing,
     waives  presentment,  demand,  protest and notice of every kind (other than


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     notices  specifically  provided  for in the Loan Documents), and assents to
     any  one  or more extensions or postponements of the time of payment or any
     other  indulgences,  to  any   substitutions,   exchanges  or  releases  of
     collateral  available  to  the  Holder,  if  any,  and  to the additions or
     releases  of  any  other parties or persons primarily or secondarily liable
     hereon.

          7.4  RIGHTS  OF ACTION; REMEDIES. All rights of action with respect to
     this  Note  are  vested  in  the  Holder.  The  Company stipulates that the
     remedies at law of the Holder upon the occurrence of an Event of Default or
     threatened  Event  of  Default  by  the  Company  in  the performance of or
     compliance  with  any  of  the  terms  of this Note are not and will not be
     adequate,  and that such terms may be specifically enforced by a decree for
     the  specific  performance  of  any  agreement  contained  herein  or by an
     injunction  against  a  violation  of any of the terms hereof or otherwise.

          7.5  LOSS  OR MUTILATION. Upon receipt of evidence satisfactory to the
     Company  of the loss, theft, destruction or mutilation of this Note and, if
     requested in the case of any such loss, theft or destruction, upon delivery
     of  an  indemnity  agreement  or  security  reasonably  satisfactory to the
     Company,  or,  in  the  case  of  any  such  mutilation, upon surrender and
     cancellation  of  this  Note,  the  Company at its expense will execute and
     deliver,  in  lieu  hereof,  a  new  Note  of  like  tenor.

          7.6 GOVERNING LAW. All rights and obligations under this Note shall be
     governed by, and construed and enforced in accordance with, the substantive
     laws  of  the  State  of  California,  without  regard to its principles of
     conflicts  of  laws.



                            [SIGNATURE PAGE FOLLOWS]



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IN  WITNESS WHEREOF, the undersigned has executed this Note as of the date first
above  written.

                                                  STARSYS  RESEARCH  CORPORATION


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