Confidential treatment has been requested for portions of this exhibit. The copy
filed  herewith  omits  the  information  subject  to a confidentiality request.
Omissions  are  designated  ******. A complete version of this exhibit has been
filed  separately  with  the  Securities  and  Exchange  Commission.

AMENDMENT  OF  SOLICITATION/MODIFICATION  OF  CONTRACT     PAGE  OF  PAGES
                                                           1   of    9

1.  CONTRACT  ID  CODE  -  U  -  CPFF
2.  AMENDMENT/MODIFICATION  NO  -  P00009
3.  EFFECTIVE  DATE  -  August  20,  2004
4.  REQUISITION/PURCHASE  REQ.NO.  -  SEE  SCHEDULE
5.  PROJECT  NO  (If  applicable)
6.  ISSUED  BY  AFRL/PK8VI  CODE  FA9453
     DET  8  AF  RESEARCH  LABORATORY
     DIRECTORATE  OF  CONTRACTING\PK
     2251 MAXWELL  AVE  SE
     KIRTLAND  AFB  ,  NM  87117-5773
     SHARI  D.  BARNETT  (505)  846-6189
     shari.barnett@kirtland.af.mil
7.  ADMINISTERED  BY  (If  other  than  Item  6)  CODE  S0514A
     DCMA  SAN  DIEGO
     7675  DAGGET  ST  SUITE  200
     SAN  DIEGO  CA  92111-2241
8.  NAME  AND  ADDRESS  OF  CONTRACTOR (No., street, county, State and ZIP Code)
     SPACEDEV,  INC
     13855  STOWE  DR
     POWAY  CA  92064
     (858)  375-2011
     CODE  1J2T1  FACILITY  CODE
(X)  9A.  AMENDMENT  OF  SOLICITATION  NO.
(  )  9B.  DATED  (SEE  ITEM  11)

     10A.  MODIFICATION  OF  CONTRACT/ORDER  NO.  F29601-03-C-0036
X
     10B.  DATED  (SEE  ITEM  13)  -  28  MAR  2003

11.  THIS  ITEM  ONLY  APPLIES  TO  AMENDMENTS  OF  SOLICITATIONS
[  ]  The  above  numbered solicitation is amended as set forth in Item 14.  The
hour  and  date  specified for receipt of Offers  [  ]  is extended, [  ] is not
extended.
Offers  must  acknowledge  receipt  of this amendment prior to the hour and date
specified in the solicitation or as amended, by one of the following methods:(a)
By  completing  Items 8 and 15, and returning _____ copies of the amendment; (b)
By  acknowledging  receipt of this amendment on each copy of the offersubmitted;
or   (c)  By  separate  letter  or  telegram  which  includes a reference to the
solicitation  and  amendment  numbers.      FAILURE OF YOUR ACKNOWLEDGMENT TO BE
RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND
DATE  SPECIFIED  MAY RESULT IN REJECTION OF YOUR OFFER.     If by virtue of this
amendment  you  desire  to change an offer already submitted, such change may be
made  by telegram or letter, provided each telegram or letter makes reference to
the  solicitation  and this amendment, and is received prior to the opening hour
and  date  specified.

12.  ACCOUNTING  AND  APPROPRIATION  DATA  (If  required)  -  SEE  SCHEDULE
13.  THIS ITEM APPLIES ONLY TO MODIFICATION OF CONTRACTS/ORDERS, IT MODIFIES THE
CONTRACT/ORDER  NO.  AS  DESCRIBED  IN  ITEM  14.
     (X)  A.  THIS  CHANGE  ORDER  IS ISSUED PURSUANT TO: (____) THE CHANGES SET
     FORTH  IN  ITEM  14  ARE  MADE  IN  THE  CONTRACT  ORDER  NO.  ITEM  10A.
     (  )  B.  THE  ABOVE  NUMBERED  CONTRACT/ORDER  IS  MODIFIED TO REFLECT THE
     ADMINISTRATIVE  CHANGES  (such  as  changes in paying office, appropriation
     data,  etc.)  SET  FORTH  IN  ITEM  14,  PURSUANT  TO  THE AUTHORITY OF FAR
     43.103(b).
     (X)  C.  THIS  SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY
     OF:  52.243-2,  Alt  V  Changes  --  Cost  Reimbursement
     (  )  D.  OTHER  (Specify  type  of  modification  and  authority)
     E.  IMPORTANT: Contractor [ ] is not, [X] is required to sign this document
     and  return  1  copies  to  the  issuing  office.
14.  DESCRIPTION  OF  AMENDMENT/MODIFICATION (Organized by UCF section headings,
including  solicitation/contract subject matter where feasible.) SUBJECT: Change
to  Statement  of  Work  to  add  Mini-MTV  Study  Task
     Previous Amount Allotted: $2,230,488.00
     This  Action:             $  149,201.00
     Total  Amount  Allotted:  $2,379,689.00.
Except  as  provided herein, all terms and conditions of the document referenced
in  Item  9A  or 10A, as heretofore changed, remains unchanged and in full force
and  effect.

15A.  NAME  AND  TITLE  OF  SIGNER  (Type  or  print)
15B.  CONTRACTOR/OFFEROR
             /s/ Richard B. Slansky, CFO
             ---------------------------
             (Signature  of  person  authorized  to  sign)
15C.  DATE  SIGNED
      August 20, 2004
16A.  NAME  AND  TITLE  OF  SIGNER  (Type  or  print)
            SHARI  D.  BARNETT
            Contracting  Officer
16B.  UNITED  STATES  OF  AMERICA
     BY:  /s/ Shari D. Barnett
     -------------------------
    (Signature  of  Contracting  Officer)
16C.  DATE  SIGNED
      20 August 2004

NSN  7540-01-152-8070     30-105                 STANDARD  FORM  30  (REV.10-83)

                                                         F29601-03-C-0036 P00009
                                                         -----------------------
                                                                     PAGE 1 OF 9

Confidential treatment has been requested for portions of this exhibit. The copy
filed  herewith  omits  the  information  subject  to a confidentiality request.
Omissions  are  designated  ******. A complete version of this exhibit has been
filed  separately  with  the  Securities  and  Exchange  Commission.

1.  PURPOSE:  The  contract  is  hereby  modified to add the Mini-MTV study task
under  CLIN  0007.  As  a result of this action, the contract is modified in the
following  particulars.

2.  CONTRACT  PRICE:  The  contract  price  is  changed  from  $2,477,411.00  to
$2,626,612.00,  an  increase  of  $149,201.00.

3.  AMOUNT  OBLIGATED:   The  total  amount obligated to the contract is changed
from  $2,230,488.00  to  $2,379,689.00,  an  increase  of  $149,201.00

4.  CHANGES  TO  THE  CONTRACT:

     a.  SF26,  Block 15G - Delete $2,477,411.00 and replace with $2,626,612.00.

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

      (1)  Add  CLIN  0007  as  follows:

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

STUDY  TASK
-----------

0007      CLIN  Establish             1                     $149,201.00
                                      Lot                   $149,201.00
          Noun:     MINI  -  MTV  STUDY
          ACRN:     9
          NSN:     N  -  Not  Applicable
          DD1423  is  Exhibit:     A
          Contract  type:     U  -  COST  PLUS  FIXED  FEE
          Inspection:     DESTINATION
          Acceptance:     DESTINATION
          FOB:     DESTINATION
          Descriptive  Data:
          The contractor shall furnish all labor, supplies, hardware, materials,
          travel,  facilities,  and  other  direct  costs reasonably required to
          accomplish  the  Statement of Work entitled "Mini-MTV Study", dated 21
          Jul  04  hereby  incorporated  by  Attachment  2.

STUDY  TASK
-----------

000701     CLIN  Establish
           Noun:     Funding  Info  Only
           ACRN:     AF     +$149,201.00
           PR/MIPR:     GAFRL046251935     $149,201.00

                                                         F29601-03-C-0036 P00009
                                                         -----------------------
                                                                     PAGE 2 OF 9

Confidential treatment has been requested for portions of this exhibit. The copy
filed  herewith  omits  the  information  subject  to a confidentiality request.
Omissions  are  designated  ******. A complete version of this exhibit has  been
filed  separately  with  the  Securities  and  Exchange  Commission.

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

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

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

Applicable  to  following  Line  Items:  CLINs  0001-0003

OPTION  1:

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

Applicable  to  following  Line  Items:  CLINs  0004-0006

CLIN  0007:

Estimated  Cost:  $140,095
Fixed  Fee:  $9,106

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

          (a)  The  sum  allotted  to this contract and available for payment of
     costs  under  CLINs  0001-0003  through  completion  in accordance with the
     clause  in  Section I entitled "Limitation of Funds" is $1,575,671. The sum
     allotted  to  this  contract and available for payment of costs under CLINs
     0004-0006  through  15  Oct  04  in accordance with the clause in Section I
     entitled  "Limitation  of  Funds"  is $525,423.00. The sum allotted to this
     contract  and  available  for  payment  of  costs  under  CLIN 0007 through
     completion  is  $140,095.

          (b) In addition to the amount allotted under the "Limitation of Funds"
     clause, the additional amount of $95,242.00 is obligated for payment of fee
     for  work  completed  under  CLINs  0001-0003.  In  addition  to the amount
     allotted  under  the "Limitation of Funds" clause, the additional amount of
     $34,152.00  is  obligated for payment of fee for work completed under CLINs
     0004-0006.  In  addition  to  the  amount allotted under the "Limitation of
     Funds"  clause, the additional amount of $9,106.00 is obligated for payment
     of  fee  for  work  completed  under  CLIN  0007.

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

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

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

   The  contractor's  technical  proposal  entitled  "Small  Shuttle-Compatible
Propulsion  Module", dated 30 August 02, is hereby incorporated by reference and
constitutes the Statement of Work (SOW) as amended 15 Apr 04 for CLINs 0004-0006
and  the  "Mini-MTV  Study  Task"  dated  21  Jul  04  for  CLIN  0007.

                                                         F29601-03-C-0036 P00009
                                                         -----------------------
                                                                     PAGE 3 OF 9

Confidential treatment has been requested for portions of this exhibit. The copy
filed  herewith  omits  the  information  subject  to a confidentiality request.
Omissions  are  designated  ******. A complete version of this exhibit has  been
filed  separately  with  the  Securities  and  Exchange  Commission.

  d.  PART  I  -  THE  SCHEDULE,  SECTION  E  -  INSPECTION  AND  ACCEPTANCE

        Revise  as  follows:

E006  RECEIVING  REPORT  (DD  FORM  250)  MAILING  ADDRESS  (APR  1998)
(a)  Submit  original  DD Form(s) 250 for hardware deliverables under CLINs 0003
and  0006  of  this  contract  to  the  following  address:

               Lt  John  Madsen
               AFRL/VSE-L
               3550  Aberdeen  Street  SE
               Kirtland  AFB,  NM  87117-5776

Submit  original  DD  Form(s)  250  for  deliverables  under CLIN  0007 of  this
contract  to  the  following  address:

               Dr.  Russ  Partch
               AFRL/VSE
               3550  Aberdeen  Street  SE
               Kirtland  AFB,  NM  87117-5776

     (b)   Shipment  addresses are specified in Section F of the schedule and/or
on  the  Contract  Data  Requirements  List.

     (c)  PROCESSING  STATUS.  Any  inquiry  as to the processing status of a DD
Form  250  for  CLINs  0001  -  0006  should  be  made  to the following office:

               Lt  John  Madsen
               AFRL/VSE-L
               3550  Aberdeen  Street  SE
               Kirtland  AFB,  NM  87117-5776

Any inquiry as to the processing status of a DD Form 250 for CLIN 0007 should be
made  to  the  following  office:

               Dr.  Russ  Partch
               AFRL/VSE
               3550  Aberdeen  Street  SE
               Kirtland  AFB,  NM  87117-5776
               .
     (d)  Submit  original  Z-coded  DD  Form  250  for the final Scientific and
Technical  Report  for  CLINs  0002  and  0005  to  the  following  address:

               Lt  John  Madsen
               AFRL/VSE-L
               3550  Aberdeen  Street  SE
               Kirtland  AFB,  NM  87117-5776

                                                         F29601-03-C-0036 P00009
                                                         -----------------------
                                                                     PAGE 4 OF 9

Confidential treatment has been requested for portions of this exhibit. The copy
filed  herewith  omits  the  information  subject  to a confidentiality request.
Omissions  are  designated  ******. A complete version of this exhibit has been
filed  separately  with  the  Securities  and  Exchange  Commission.

     (e)  PROCESSING  STATUS.  Any  inquiry  as  to the processing status of the
Z-coded  DD  Form  250  should  be  made  to  the  following  office:

               Lt  John  Madsen
               AFRL/VSE-L
               3550  Aberdeen  Ave  SE
               Kirtland  AFB,  NM  87117-5776

E007  INSPECTION  AND  ACCEPTANCE  AUTHORITY  (APR  1998)
Inspection  and  acceptance  for all Contract and Exhibit Lines or Subline Items
shall  be  accomplished  by  the Program Manager, Air Force Research Laboratory,
CLINS  0001-0006:
Lt.  John  Madsen
AFRL/VSE-L
3550  Aberdeen  Ave  SE
Kirtland  AFB,  NM  87117-5776

CLIN  0007:
Dr.  Russ  Partch
AFRL/VSE
3550  Aberdeen  Ave  SE
Kirtland  AFB,  NM  87117-5776  .

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

      (1)   Add  CLIN  0007  as  follows:

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

0007                                   1       FA9453           18  Apr  2005

          Noun:                        MINI  -  MTV  STUDY
          ACRN:                        9
          Descriptive  Data:
          The  contractor  shall deliver the draft final report no later than 18
          Jan  05.  The final report shall be delivered no later than 18 Apr 05.
          Instructions  are  contained  in  the  Mini-MTV  Study  Task.

                                                         F29601-03-C-0036 P00009
                                                         -----------------------
                                                                     PAGE 5 OF 9

Confidential treatment has been requested for portions of this exhibit. The copy
filed  herewith  omits  the  information  subject  to a confidentiality request.
Omissions  are  designated  ******. A complete version of this exhibit has been
filed  separately  with  the  Securities  and  Exchange  Commission.

                (2)  Revise  as  follows:

F007  SHIPMENT  ADDRESS  (SEP  1997)
CLINs  0001-0006:

AFRL/VSE-L
Attn:  Lt.  John  Madsen
3550  Aberdeen  Ave  SE
Kirtland  AFB  NM  87117-5776

CLIN  0007:

Dr.  Russ  Partch
AFRL/VSE
3550  Aberdeen  Ave  SE
Kirtland  AFB,  NM  87117-5776

AFRL/VSIR
Attn:  Technical  Reports
3550  Aberdeen  Ave  SE
Kirtland  AFB  NM  87117-5776

AFRL/VSOT
Attn:  SBIR  Program  Manager
3550  Aberdeen  Ave  SE
Kirtland  AFB  NM  87117-5776

Det  8  AFRL/PKVI
Attn:  Shari  Barnett
2251  Maxwell  Ave  SE
Kirtland  AFB  NM  87117-5773

ACO  -  See  Block  7  of  SF  26

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

          (1)  Add  as  follows:
                              Obligation
ACRN     Appropriation/Lmt  Subhead/Supplemental  Accounting  Data     Amount
----     ---------------------------------------------------------     ------

AF        ACRN  Establish                                         $149,201.00
          57   43600  294  ETLA  65A003  000070  00000  64421F  503000  F03000
          New  ACRN  Amount:                  $149,201.00
          Funding  breakdown:     On  CLIN  000701:     +$149,201.00
          PR/MIPR:          GAFRL046251935               $149,201.00
          Descriptive  data:
          MIPR  #N000SY04730028

                                                         F29601-03-C-0036 P00009
                                                         -----------------------
                                                                     PAGE 6 OF 9

Confidential treatment has been requested for portions of this exhibit. The copy
filed  herewith  omits  the  information  subject  to a confidentiality request.
Omissions  are  designated  ******. A complete version of this exhibit has been
filed  separately  with  the  Securities  and  Exchange  Commission.

        (2)  Revise  as  follows:

G002  PROGRAM  MANAGER  (MAY  1997)
Program  Manager:  CLINs  0001-0006:

AFRL/VSE-L,  Lt  John  Madsen
505-846-2947

CLIN  0007:
AFRL/VSE,  Dr.  Russ  Partch
505-846-8929

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

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

ACRN          SUBCLIN  NO.     TOTAL  OBLIGATED
AA          000101                  $375,000.00
AB          000102                 -$375,000.00
AC          000103                  $680,488.00
AD          000104                  $375,000.00
AE          000105                  $240,425.00
AE          000401                  $559,575.00
AF          000701                  $149,201.00

Total                             $2,379,689.00

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

Revise  as  follows:

 H029  IMPLEMENTATION  OF  DISCLOSURE  OF  INFORMATION  (OCT  1997)
In  order  to  comply  with  DFARS  252.204-7000, Disclosure of Information, the
following copies of the information to be released are required at least 45 days
prior  to  the  scheduled  release  date:

     (a)  8  copy(ies)  to:  Office of Public Affairs, Office of Public Affairs,
Air  Force  Research  Laboratory
AFRL/VSO
3550  Aberdeen  SE
Kirtland  AFB,  NM  87117-5776

     (b)  1  copy(ies)  to:  Contracting  Officer,  Shari  Barnett
AFRL/PKVI
2251  Maxwell  Ave  SE
Kirtland  AFB,  NM  87117-5773

     (c)  1  copy(ies)  to:  Program  Manager,  CLINs  0001-0006:
Lt.  John  Madsen
AFRL/VSE-L
3350  Aberdeen  SE
Kirtland  AFB,  NM  87117-5776

                                                         F29601-03-C-0036 P00009
                                                         -----------------------
                                                                     PAGE 7 OF 9

Confidential treatment has been requested for portions of this exhibit. The copy
filed  herewith  omits  the  information  subject  to a confidentiality request.
Omissions  are  designated  ******. A complete version of this exhibit has been
filed  separately  with  the  Securities  and  Exchange  Commission.

CLIN  0007:  Dr.  Russ  Partch
AFRL/VSE
3550  Aberdeen  Ave  SE
Kirtland  AFB,  NM  87117-5776.

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

                                                         F29601-03-C-0036 P00009
                                                         -----------------------
                                                                     PAGE 8 OF 9

Confidential treatment has been requested for portions of this exhibit. The copy
filed  herewith  omits  the  information  subject  to a confidentiality request.
Omissions  are  designated  ******. A complete version of this exhibit has been
filed  separately  with  the  Securities  and  Exchange  Commission.

                                    Mini-MoTV
                           Additional SOW Requirements
                                    21 Jul 04


1.     Modify  the  MTV  preliminary  design  developed in Task 2 to address the
following  variations  in  potential  uses.

a.     [******]
b.     [******]
c.     [******]
d.     [******]
e.     [******]
f.     [******]
g.     [******]
h.     [******]
i.     [******]
j.     [******]

2.     4  months  task  duration  plus  four  months  for  final  report.
3.     Kickoff  meeting,  plus  three reviews including final review.  AFRL will
provide  briefing  on  advanced technologies that are available for inclusion in
the  study  during  the  kickoff  meeting.
4.     Final report: [******]. This will be a separate report from the original
final  report.
5.     Final  report  to  include:
a.     [******]
b.     [******]
c.     [******]
d.     [******]

                                                         F29601-03-C-0036 P00009
                                                         -----------------------
                                                                     PAGE 9 OF 9