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.

ORDER  FOR  SUPPLIES  OR  SERVICES                                PAGE  1  OF  8
1.   CONTRACT/PURCH. ORDER/AGREEMENT NO. -  HQ0006-04-D-0002
2.   DELIVERY ORDER/CALL NO. - 00020002
3.   DATE  OF ORDER/CALL -  2004 OCT 01
4.   REQ./PURCH. REQUEST NO. - SEE SCHEDULE
5.   PRIORITY
6.   ISSUED  BY     CODE: - HQ0006
      MISSILE  DEFENSE  AGENCY  (MDA)
      7100  DEFENSE  PENTAGON
      WASHINGTON  DC  20301-7100
7.   ADMINISTERED  BY  (if other than 6)  CODE: - S0514A
      DCMA  SAN  DIEGO
      7675  DAGGET  STREET
      SUITE  100/200
      SAN  DIEGO  CA  92111-2241
8.   DELIVERY  FOB  [X]  DESTINATION  [  ]  OTHER
9.   CONTRACTOR     CODE: - 1J2T1     FACILITY:
     NAME AND ADDRESS
      SPACEDEV,  INC.
      RICHARD  SLANSKY
      13855  STOWE  DRIVE
      POWAY  CA  92064
10.   DELIVERY  TO  FOB  POINT  BY: - SEE  SCHEDULE
11.   MARK  IF  BUSINESS  IS  [  ] SMALL [ ] SMALL DISADVANTAGED [ ] WOMEN-OWNED
12.   DISCOUNT  TERMS  N/A
13.   MAIL  INVOICES  TO  THE  ADRESS  IN  BLOCK - SEE  ITEM  15
14.   SHIP  TO     CODE:
       SEE SCHEDULE
15.   PAYMENT  WILL  BE  MADE  BY     CODE: - HQ0339
       DFAS/CO  -  WEST  ENTITLEMENT  OPERATIONS
       P.O.  BOX  182381
       3990  EAST  BROAD  STREET  BLDG  21
       COLUMBUS  OH  43218-2381
16.   TYPE  OF  ORDER:
          [X]  DELIVERY/CALL  This  delivery  order/call  is  issued  on another
          Government  agency  or  in  accordance  with  and subject to terms and
          conditions  of  above  numbered  contract.
          [ ] PURCHASE Reference your quote dated Furnish the following on terms
          specified  herein.
ACCEPTANCE.  THE CONTRACTOR HEREBY ACCEPTS THE OFFER REPRESENTED BY THE NUMBERED
PURCHASE ORDER AS IT MAY PREVIOUSLY HAVE BEEN OR IS NOW MODIFIED, SUBJECT TO ALL
OF  THE  TERMS  AND  CONDITIONS  SET  FORTH,  AND  AGREES  TO  PERFORM THE SAME.

SPACEDEV, INC.       /S/  RICHARD B. SLANSKY   RICHARD B. SLANSKY    2004 OCT 20
------------------   -----------------------   ------------------    -----------
NAME OF CONTRACTOR - SIGNATURE  -             TYPED NAME AND TITLE - DATE SIGNED
          [X]  If  this  box is marked, supplier must sign Acceptance and return
          the  following  number  of  copies:  1
17.   ACCOUNTING  AND  APPROPRIATION  DATA/LOCAL  USE - SEE  SCHEDULE
18.   ITEM NO. - SEE  SCHEDULE
19    SCHEDULE OF SUPPLIES/SERVICES - SEE  SCHEDULE
20.   QUANTITY ORDERED/ACCEPTED - SEE  SCHEDULE
21.   UNIT - SEE  SCHEDULE
22.   UNIT  PRICE - SEE  SCHEDULE
23.   AMOUNT - SEE  SCHEDULE
24.   UNITED  STATES  OF  AMERICA
      /S/ KARLA SMITH JACKSON
      KARLA SMITH JACKSON
      DIRECTOR, ADVANCED SYSTEMS CONTRACTING
      BY:  CONTRACTING/ORDERING OFFICER
      TEL:  EMAIL:
25.   TOTAL:  $  8,257,283.00
26.   DIFFERENCES
27     a.  QUANTITY  IN  COLUMN  20  HAS  BEEN
          [  ] INSPECTED [ ] RECEIVED [ ] ACCEPTED, AND CONFORMS TO THE CONTRACT
          EXCEPT  AS  NOTED  ________________
       b.  SIGNATURE  OF  AUTHORIZED  GOVERNMENT  REPRESENTATIVE  c.  DATE
       d.  PRINTED  NAME  AND  TITLE  OF  AUTHORIZED  GOVERNMENT  REPRESENTATIVE
       e.  MAILING  ADDRESS  OF  AUTHORIZED  GOVERNMENT  REPRESENTATIVE
       f.  TELEPHONE  NUMBER
       g.  E-MAIL  ADDRES
28.   SHIP  NO.  [  ]  PARTIAL  [  ]  FINAL
29.   DO  VOUCHER  NO.
30.   INITIALS
31.   PAYMENT  [  ]  COMPLETE  [  ]  PARTIAL  [  ]  FINAL
32.   PAID  BY
33.   AMOUNT  VERIFIED  CORRECT  FOR
34.   CHECK  NUMBER
35.   BILL  OF  LADING  NO.
36.   I  CERTIFY  THIS  ACCOUNT  IS  CORRECT  AND  PROPER  FOR  PAYMENT.
       a.  DATE  b.  SIGNATURE  AND  TITLE  OF  CERTIFYING  OFFICER
37.   RECEIVED  AT
38.   RECEIVED  BY
39.   DATE  RECEIVED
40.   TOTAL  CONTAINERS
41.   S/R  ACCOUNT  NO.
42.   S/R  VOUCHER  NO.

DD  FORM  1155  DEC  2001

                                                                HQ0006-04-D-0002
                                                                            0002
                                                                     Page 1 of 8

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.

Section  B  -  Supplies  or  Services  and  Prices

ITEM NO        SUPPLIES/SERVICES     QUANTITY     UNIT     UNIT PRICE     AMOUNT
0001                                 38,471       Labor
                                                  Hours
               Micro  Sat  Distributed  Sensing  Experiment
               CPFF
               The  Contractor  shall  conduct  a  micro  satellite  distributed
               sensing  experiment and conduct other micro satellite studies and
               experiments  as  required  in  accordance  with  the Statement of
               Objectives  (SOO)  in  Section  C-1. NOTE: The unit of issue of 1
               Labor  Hour equates to 1 Direct Productive Labor Hour (DPLH). See
               Special  Contract  Requirement  H-1.
               PURCHASE  REQUEST  NUMBER:  43416,  BASIC

                                                ESTIMATED COST     $7,585,303.00
                                                       FIXED FEE     $629,580.00
                                                                   -------------
                                          TOTAL EST COST + FEE     $8,214,883.00



ITEM NO        SUPPLIES/SERVICES     QUANTITY     UNIT     UNIT PRICE     AMOUNT
000101

               CPFF

                                                        ESTIMATED COST     $0.00
                                                             FIXED FEE     $0.00
                                                  TOTAL EST COST + FEE     $0.00
                                                                           -----
                                                          [******]     $[******]

                                                                HQ0006-04-D-0002
                                                                            0002
                                                                     Page 2 of 8

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.

ITEM NO        SUPPLIES/SERVICES     QUANTITY     UNIT     UNIT PRICE     AMOUNT
0002                                             Dollars,
                                                  U.S.
               Other  Direct  Costs  -  Travel
               COST
               Travel  to  support  MDA/AS  in  accordance with the SOO (Section
               C-1).
               PURCHASE  REQUEST  NUMBER:  44133,  BASIC

                                                   ESTIMATED COST     $42,400.00


ITEM NO        SUPPLIES/SERVICES     QUANTITY     UNIT     UNIT PRICE     AMOUNT
000201

               COST

                                                        ESTIMATED COST     $0.00
               ACRN AB Funded Amount                                  $20,285.56


ITEM NO        SUPPLIES/SERVICES     QUANTITY     UNIT     UNIT PRICE     AMOUNT
0003                                                                         NSP
               Data and Reports
               FFP
               Provide data and reports for CLIN 0001 in accordance with the SOO
               (Section C-1). THIS LINE ITEM IS NOT SEPARATELY PRICED (NSP) FROM
               LINE  ITEM  0001.

                                                                HQ0006-04-D-0002
                                                                            0002
                                                                     Page 3 of 8

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.

Section  C  -  Descriptions  and  Specifications

CLAUSES  INCORPORATED  BY  FULL  TEXT



C-01     SCOPE  OF  WORK  (JAN  2001)

     The Contractor shall perform the work specified in the SOO below, and shall
provide  any  material,  equipment,  and  facilities  incidental  to performance
excluding  Flight  Software  as  evidenced  in  Section  6.0  of  the  SOO.

                             STATEMENT OF OBJECTIVES
                                 TASK ORDER 0002
                                HQ0006-04-D-0002
                              TYPE: CPFF COMPLETION

                         DISTRIBUTIVE SENSING EXPERIMENT
                          DESIGN AND DEVELOPMENT PHASE
                                   21 MAY 2004

1.0     BACKGROUND
        ----------

This  is  a task order contract to conduct a micro satellite Distributed Sensing
Experiment and, possibly as an option, a laser communications experiment, and to
conduct  other  micro  satellite  studies  and  experiments   as  required.  The
experiments  and  studies  shall  require SpaceDev, Inc. to procure hardware and
software  pursuant  to  design, build, test, integrate with launch vehicles, and
operate  micro  satellites  for  the purpose of supporting the Ballistic Missile
Defense System (BMDS).  This task order contracts for the Design and Development
Phase.

2.0     SCOPE
        -----

SpaceDev,  Inc. shall be the prime contractor providing all labor, material, and
administrative  activities necessary to perform the Design and Development Phase
of  the  Distributive  Sensing  Experiment.

3.0     PERIOD  OF  PERFORMANCE
        -----------------------

The  period of performance for this phase is October 1, 2004 through January 31,
2006.

4.0     REQUIREMENTS
        ------------

4.1     SpaceDev,  Inc.  shall conduct the Design and Development Phase (defined
in  the  Government-provided  work  breakdown  structure) of the Micro Satellite
Distributed  Sensing  Experiment.

4.1.1     [******]
                                                                HQ0006-04-D-0002
                                                                            0002
                                                                     Page 4 of 8

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.

4.1.2     [******]
4.1.3     [******]
4.2  SpaceDev, Inc. shall utilize the top four levels of the Government-provided
experiment work breakdown structure (WBS) for program management. Cost data will
be  collected  at  a  lower  level  to  be  negotiated.
4.3  SpaceDev,  Inc.  shall  develop  design  requirements  for  subsystems  and
configuration  items  based  on  the  System Performance Specification. [******]
4.4     The  Government  shall  conduct  quarterly  reviews  at the contractor's
facility.
4.5     [******]:
4.5.1     [******]
4.5.2     [******]
4.6     [******].
        ---------
4.6.1     [******]
4.6.2     [******]
4.6.3     [******]
4.6.4     [******].

                                                                HQ0006-04-D-0002
                                                                            0002
                                                                     Page 5 of 8

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.

5.0     DELIVERABLES
        ------------

The deliverables for the Design and Development Phase are described in the table
below.
<TABLE>
<CAPTION>



<S>                                                    <C>

Deliverable . . . . . . . . . . . . . . . . . . . . .  Description
-----------------------------------------------------  -----------
Funds and Labor Hours Expenditure Report (FLHER). . .     [******]
-----------------------------------------------------  -----------
Monthly Status Report . . . . . . . . . . . . . . . .     [******]
-----------------------------------------------------  -----------
Quarterly Progress Review Briefing. . . . . . . . . .     [******]
-----------------------------------------------------  -----------
Preliminary Design Review Documentation and Briefing.     [******]
-----------------------------------------------------  -----------
Critical Design Review Documentation and Briefing . .     [******]
-----------------------------------------------------  -----------
</TABLE>




                                                                HQ0006-04-D-0002
                                                                            0002
                                                                     Page 6 of 8

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.

6.0     GOVERNMENT  FURNISHED  EQUIPMENT  (GFE)
        ---------------------------------------

The  Government  will  provide  the following GFE for the Design and Development
Phase:



<TABLE>
<CAPTION>




<S>     <C>

Item #  Description
------  -----------
1. . .     [******]
------  -----------
2. . .     [******]
------  -----------
3. . .     [******]
------  -----------
4. . .     [******]
------  -----------
5. . .     [******]
------  -----------
6. . .     [******]
------  -----------
7. . .     [******]
------  -----------
8. . .     [******]
------  -----------
9. . .     [******]
------  -----------
10 . .     [******]
------  -----------
</TABLE>




7.0     LIMITATION  OF  LIABILITY  - INCREMENTAL FUNDING OF CPFF LEVEL OF EFFORT
        ------------------------------------------------------------------------
AND  COMPLETION  TASK  ORDERS
  ---------------------------

     [******].


                                                                HQ0006-04-D-0002
                                                                            0002
                                                                     Page 7 of 8

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.

Section  G  -  Contract  Administration  Data




ACCOUNTING  AND  APPROPRIATION  DATA

AA:         9740400.2520  30603175C  2525  012123  BMDO0145833416
AMOUNT:     $258,956.00

AB:         9740400.2520  30603175C  2525  012123  BMDO0146314133
AMOUNT:     $20,285.56



                                                                HQ0006-04-D-0002
                                                                            0002
                                                                     Page 8 of 8