AMENDMENT  OF  SOLICITATION/MODIFICATION  OF  CONTRACT           PAGE  OF  PAGES
                                                                     1   of    3
1.  CONTRACT  ID  CODE  -  U  -  CPFF
2.  AMENDMENT/MODIFICATION  NO  -  P00001
3.  EFFECTIVE  DATE  -  08 SEP 2004
4.  REQUISITION/PURCHASE  REQ.NO.
5.  PROJECT  NO  (If  applicable)
6.  ISSUED  BY  AFRL/PK8VV  CODE  FA9453
     DET  8  AF  RESEARCH  LABORATORY
     DIRECTORATE  OF  CONTRACTING\PK
     2551 MAXWELL  AVE  SE
     KIRTLAND  AFB  ,  NM  87117-5773
     SALLY M. WALTON  (505)  846-7201
     sally.walton@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
     SAN_DIEGO@DCMA.MIL
8.  NAME  AND  ADDRESS  OF  CONTRACTOR (No., street, county, State and ZIP Code)
     SPACEDEV,  INC
     13855  STOWE  DR
     POWAY  CA  92064
     (858)  375-2030
     CODE  1J2T1  FACILITY  CODE
(X)  9A.  AMENDMENT  OF  SOLICITATION  NO.
( )  9B.  DATED  (SEE  ITEM  11)

     10A.  MODIFICATION  OF  CONTRACT/ORDER  NO.  FA9453-04-C-0159
X
     10B.  DATED  (SEE  ITEM  13)  -  23  AUG  2004

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.)

          Replacement  of  CDRL  A001  and  A004 with an updated copy, change of
          report  delivery  dates  and  prinicpal  investigator.

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
      16 SEP 2004
16A.  NAME  AND  TITLE  OF  SIGNER  (Type  or  print)
            F. TAPIA
            Contracting  Officer
16B.  UNITED  STATES  OF  AMERICA
     BY:  /s/ F TAPIA
     -------------------------
    (Signature  of  Contracting  Officer)
16C.  DATE  SIGNED
      28 SEPT 04

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

                                   PAGE

SCHEDULE  OF  CHANGES


1.  PURPOSE:  The purpose of this no-cost bilateral modification to the contract
is  to:

     a.  Change  H032  "Prinicpal  Investigator  (MAR  1998).

     b.  Replace  CDRLs A001 and A004 with an updated copy.  (Block 16; Delivery
of  reports  is  corrected.)

     c.  Correct  delivery  dates  for  CLIN  0002.

2.  CONTRACT  VALUE:  There  is  no  change  to  the  contract  amount.

3.  ALLOTTED AMOUNT:  There is no change to the amount currently allotted to the
contract.

4.  CHANGES  TO  THE  CONTRACT:

     a.  Part  I  -  THE  SCHEDULE, SECTION H - SPECIAL CONTRACT REQUIREMENTS is
changed  as  follows:
         "The  SpaceDev  Principal  Investigator  for  this  effort  is MR. ASSI
FRIEDMAN.  No  substitution  shall be made without the prior written approval of
the  Air  Force  Procuring  Contracting  Officer  (PCO)."

     b.  PART  III - LIST OF DOCUMENTS, EXHIBITS & ATTACHMENTS, SECTION J - LIST
OF  ATTACHMENTS,  EXHIBIT  A,  CDRL  A001  and  A004  is  changed  as  follows:

          Replace  CDRL  A001 and A004, dated 08 June 04 with new CDRLs A001 AND
A004,  DATED  08  JUNE  04  (REVISION  1),  attached.

     c.  Part  1- THE SCHEDULE, SECTION F - DELIVERIES OR PERFORMANCE is changed
as  follows:

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

0002                                   1     FA9453  FA9453       28  FEB  2006

          Noun:                        DATA  AND  REPORTS
          ACRN:                        U
          Descriptive  Data:
          ALL  DATA AND REPORTS SHALL BE DELIVERED IN ACCORDANCE WITH SECTION J,
          EXHIBIT  A,  CONTRACT  DATA  REQUIREMENTS LIST (CDRL), DD FORM 1423-1,
          ITEMS  A001  -  A005  AND  B001,  DATED  8  JUN  2004.

THE  TECHNICAL  PERIOD  OF  PERFORMANCE  ENDS  30  NOV  2005.

THE  CONTRACTOR  SHALL DELIVER THE DRAFT VERSION OF THE SCIENTIFIC AND TECHNICAL
REPORT  NLT  31  DEC  2005.

THE  GOVERNMENT  SHALL  PROVIDE  COMMENTS  ON THE DRAFT SCIENTIFIC AND TECHNICAL
REPORT  TO  THE  CONTRACTOR  NLT  31  JAN  2006.

THE  CONTRACTOR  SHALL DELIVER THE FINAL VERSION OF THE SCIENTIFIC AND TECHNICAL
REPORT  NLT  28  FEB  2006.

THE  FINAL  SUCCESS  STORY  AND MARKETING STRATEGY REPORT AND DD FORM 882 PATENT
REPORT,  SHALL  BE  DELIVERED  NLT  28  FEB  2006.

                                                         FA9453-04-C-0159 P00001
                                                         -----------------------
                                                                     PAGE 2 OF 3

SCHEDULE  OF  CHANGES


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

0003                                    1     FA9453  FA9453      28  FEB  2006

          Noun:                         SMALL  SATELLITE  BUS  TECHNOLOGIES
          ACRN:                         U
          Descriptive  Data:
          THE CONTRACTOR SHALL DELIVER HARDWARE IN ACCORDANCE WITH THE STATEMENT
          OF WORK ENTITLED "SMALL SATELLITE BUS TECHNOLOGIES", AS PER SECTION C,
          CLAUSE  C003,  INCORPORATED  DOCUMENTS/REQUIREMENTS  (APR  1998).

          HARDWARE  TO  BE  DELIVERED:  SPACECRAFT  SIMULATOR

          HARDWARE  SHALL  BE  DELIVERED  TO  AFRL/PSLS  28  FEB  2006.



5.  All  other  terms  and  conditions  remain  unchanged  as  a  result of this
modification.




                                                         FA9453-04-C-0159 P00001
                                                         -----------------------
                                                                     PAGE 3 OF 3