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.

                   SPACE EXPLORATION TECHNOLOGIES CORPORATION

                        FALCON LAUNCH SERVICES AGREEMENT

     This Launch Services Agreement ("Agreement") is entered into as of November
15,  2005  ("Effective  Date")  by  and  between  Space Exploration Technologies
Corporation, a Delaware corporation with headquarters at 1310 East Grand Avenue,
El  Segundo,  CA 90245 ("SpaceX") and SpaceDev, Inc., with headquarters at 13855
Stowe  Drive,  Poway  California,  92064  ("Customer").  SpaceX and Customer may
hereinafter  be  referred  to  individually  as  "Party"  and  collectively   as
"Parties."

     WHEREAS,  Customer  desires  to purchase launch services for its spacecraft
and  its  customers'  spacecraft  with  the  parameters set forth in Appendix 1,
Statement  of  Work  ("Payload")  into  Earth  orbit;  and

     WHEREAS,  SpaceX provides launch services using the Falcon 1 Launch Vehicle
("Falcon");

     NOW  THEREFORE,  the  Parties  hereby  agree  as  follows:

1.     Services  to  be  Provided.  SpaceX  shall furnish launch services on the
Falcon  in  accordance  with  Appendix  1,  Statement  of  Work,  ("Basic Launch
Services"),  subject  to  the terms and conditions of this Agreement. Additional
services  may  be  provided  by  SpaceX on a time and material basis, subject to
negotiations,  mutual agreement of the Parties, and a separate statement of work
("Additional  Services").

2.     Contract  Price.

The  Contract  Price  is  the  sum  of:

     -  Basic  Launch  Services  at  [***  ***]  dollars  ($[***  ***]);

     -  Federal  range  usage  (RTS & VAFB) and payload integration fees at [***
     ***]  dollars  ($[***  ***]);  and

     -  Third  party liability insurance fees are [*** ***] dollars ($[*** ***])
     per  mission  thereafter.

Purchase  with pricing set forth in this section 2 is guaranteed to Customer for
up to two additional missions (at the option of Customer); however, a [*** ***]%
annual  increase  in  the  overall  Contract  Price  will be added to adjust for
inflation,  starting  on  Jan  1,  2008.

3.     Date  of  Launch.  The  expected launch date for contractual and planning
purposes  is  May 15, 2008 ("Estimated Launch Date"). By mutual agreement of the
Parties, the Estimated Launch Date may be adjusted up to 18 months in advance of
the  Estimated  Launch  date.  It  is mutually understood that the date when the
launch  actually  occurs ("Actual Launch Date") is dependent upon weather, range
availability,  government  approvals,  Falcon  readiness,  Payload readiness and
similar  factors.

                                      PAGE

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.     Payment  Terms.

     4.1     Payment  Schedule.  Customer shall pay to SpaceX the Contract Price
in  five  installments  in  accordance  with  the  following  schedule.

     -  [***  ***]  dollars  (US $[*** ***]) is a deposit and is due and payable
     [***  ***]  business  days  after  the  Effective  Date;

     - [*** ***] dollars (US $[*** ***]) is due and payable [*** ***] (Estimated
     Launch  Date  minus  [***  ***]);

     - [*** ***] dollars (US $[*** ***]) is due and payable [*** ***] (Estimated
     Launch  Date  minus  [***  ***]);

     -  [*** ***] dollars (US $[*** ***] is due and payable [*** ***] (Estimated
     Launch  Date  minus  [***  ***]);

     -  [***  ***]  dollars  (US $[*** ***]) is due and payable within [*** ***]
     days  of  actual  launch.

     4.2 Invoices. SpaceX shall submit invoices to Customer at least thirty (30)
days prior to the payment due date for each scheduled payment event set forth in
Section  4.1,  provided, however, that the executed Agreement shall serve as the
invoice for the first scheduled payment. Any payments delayed beyond the payment
due  date  shall  be  subject  to  interest at a rate of [*** ***] percent ([***
***]%)  per  day  of  delay.

     4.3  Invoice  Address.  SpaceX  shall  invoice  Customer  at  the following
address:

                             SpaceDev, Incorporated
                                Accounts Payable
                                  Stowe Drive
                                Poway, CA 92064

5.     Taxes.  To  the  best  knowledge  of SpaceX on the Effective Date of this
Contract,  no  taxes are due for the activities and transactions contemplated by
this  Agreement.  However, should taxes be levied, Customer alone shall bear any
and  all  national,  federal,  state  or  local sales, use, value added or other
taxes,  customs duties, or similar tariffs and fees that may levied or collected
upon  the  transactions contemplated by this Agreement ("Taxes"). Such Taxes are
not  included in the Contract Price as defined in Section 2, Contract Price, and
shall  be  borne  by Customer in addition to the Contract Price. Where SpaceX is
required  by  law  to  collect  Taxes,  SpaceX  shall  notify Customer of such a
requirement,  provide  evidence of requirement and Customer shall pay SpaceX the
appropriate  amount  in  addition  to  the  Contract  Price.

                                      PAGE

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.     Best  Price  Assurance.  SpaceX  intends that the Customer never pay more
than  the  standard price for Basic Launch Services at the time of the Estimated
Launch Date. If SpaceX reduces the single flight, standard price of Basic Launch
Services  prior  to  the Estimated Launch Date, the Customer will be entitled to
reduce  their  next  payment  to  SpaceX  accordingly  by the difference. If all
payments  for  launch  have been made or the reduction in price exceeds payments
due  from  the Customer, SpaceX will wire the appropriate rebate to the Customer
no  later  than  thirty  (30)  days  in  advance  of  the  Actual  Launch  Date.

7.     Reflight  Launch  Option.

     7.1 The Reflight Launch Option will entitle Customer to a [*** ***] for the
Basic Launch Services, paying only the [*** ***]. The Reflight Launch Option may
be  [***  ***]  the  Basic  Launch  Services  price up to [*** ***] prior to the
Estimated  Launch  Date and shall be subject to the terms and conditions of this
Agreement.  SpaceX  shall  make [*** ***] efforts to execute the reflight launch
within  [*** ***] months following the Actual Launch Date. The SpaceX obligation
to  execute  a  reflight launch will extend no more than [*** ***] following the
Actual  Launch  Date.  This option is [*** ***] only to [*** ***] and [*** ***].

     7.2 Qualifying Condition. The Parties agree that the Reflight Launch Option
is  exercisable  only  in the event of a Launch Failure due to the Falcon launch
vehicle. Such a Launch Failure must constitute either delivery of the Payload to
an  orbit  where  it  cannot  reasonably  be  used  for  the  intended  mission,
destruction  of the Payload as a result of Falcon breakup, or substantial damage
to  the  Payload due to launch loads that materially exceed those defined in the
Interface  Control  Document.

     7.3 Sole Remedy. The reflight launch shall be the sole and exclusive remedy
available  to  customer  for  any  launch failure or payload failure whatsoever,
including  any  inability  to  use  the  payload for all or part of its intended
mission,  howsoever  caused, and regardless of the theory of liability (with the
exception  of  gross  negligence),  whether based in contract or tort, including
negligence,  product  liability,  and  strict  liability, or any other theory of
liability,  provided,  however,  that  this  remedy shall be available only when
customer has purchased a reflight launch option and customer has made all of the
payments  and  reasonably  complied  with  all  of  the other conditions of this
agreement

8.     Third  Party  Liability.

     8.1     Insurance.  SpaceX  shall  procure  and maintain third party launch
liability  insurance  as  prescribed  by  the  Federal Aviation Administration's
Associate  Administrator  for  Commercial  Space  Transportation pursuant to the
Commercial  Space Launch Act, as amended, 49 U.S.C. Sec.Sec. 70101-70121. SpaceX
shall name as additional insureds Customer and its Payload customer, contractors
and  subcontractors  involved  in  launch  services, the U.S. government and its
contractors  and  subcontractors  involved  in  launch  services,  and  SpaceX's
contractors  and subcontractors involved in launch services. Such insurance will
comply  with  the  terms  of  the  Federal  launch  license.

                                      PAGE

9.     Cross  Waivers  of  Liability.
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.


     9.1     Third  party Liability. SpaceX shall be exclusively liable to third
parties  for  any  injury,  loss  or  damage to any third party caused solely by
SpaceX  or  its equipment, including the Falcon or parts thereof. Customer shall
be  exclusively  liable  to  third parties for any injury, loss or damage to any
third party caused solely by Customer or its equipment, including the Payload or
parts  thereof.

     9.2  Waivers. SpaceX and Customer agree to a reciprocal waiver of liability
pursuant  to which each Party agrees to assume the risk and agrees not to sue or
otherwise  bring  a  claim against the other Party or that Party's Related Third
Parties  or  against  the U.S. government and its contractors andsubcontractors,
for  any property loss or damage, including loss of or damage to the Payload, or
other  financial  loss  it  sustains, or for any injury, death, property loss or
damage  or  other financial loss sustained by its employees, officers, directors
or  agents,  arising  in  any  manner  out  of  or in connection with activities
relating  to  the  performance  of  this  Agreement.

     9.3 Extension of Waivers. SpaceX and Customer agree to extend the waiver of
liability  to  their respective contractors and subcontractors requiring them to
waive  the  right  to  sue or otherwise bring a claim against the other Party or
that  Party's  Related  Third Parties or the U.S. government and its contractors
and subcontractors, for any property loss or damage, including loss of or damage
to  the  Payload or Falcon, or other financial loss they may sustain, or for any
injury,  death,  property  loss  or  damage or other financial loss sustained by
their  employees, officers, directors or agents, arising in any manner out of or
in  connection  with  activities  relating to the performance of this Agreement.

     9.4  Indemnification.  SpaceX  and  Customer  agree  that  each Party shall
indemnify  and  hold  harmless  the  other  Party  from and against liability or
expense,  including  attorneys'  fees,  resulting  from any suit or claim by the
indemnifying  Party's  Related  Third  Parties  for any property loss or damage,
including  loss of or damage to the Payload, or other financial loss it sustains
or  for  any  injury,  death,  property  loss  or damage or other financial loss
sustained by its employees, officers, directors or agents, arising in any manner
out  of  or  in  connection  with activities relating to the performance of this
Agreement.

     9.5  Applicability.  When  applicable  to  the  Parties'  contractors   and
subcontractors,  the  waivers  shall  apply to contractors and subcontractors at
every  tier  that are involved in activities relating to the performance of this
Agreement.  The  waivers  shall  apply  regardless  of  the theory of liability,
whether  based in contract or tort, including negligence, product liability, and
strict  liability, or any other theory of liability. Each Party agrees to obtain
insurance as it deems necessary to cover death, injury, loss or damage for which
it  has  waived  the  right to sue or bring a claim against the other Party, and
each  Party  agrees  to  obtain  a waiver of subrogation rights from any insurer
providing  such  insurance  coverage.  Nothing  in this Section 9 shall preclude
SpaceX  from  suing  or otherwise bringing a claim against its own Related Third
Parties, nor shall it preclude Customer from suing or otherwise bringing a claim
against  its own Related Third Parties. The Parties agree to further memorialize
the rights and obligations described in this Section 9 in any agreement that may
advised  or  required  by  the  U.S.  government.

     9.6  Definition.  "Related  Third  Parties"  shall  mean:  1)  the Parties'
respective  contractors  and  subcontractors  at every tier that are involved in
activities  relating  to  the  performance  of  this  Agreement; 2) the Parties'
respective  directors,  officers,  employees,  and  agents;  or 3) any entity or
person  who has any valid right, title or interest in the Payload or the Falcon.

                                      PAGE

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.

10.     Delays.

     10.1     Excusable  delay.  Neither  Party shall be liable for any delay or
failure  to  perform  under this Agreement in the event such delay or failure to
perform  is  due  to  a cause beyond the control and not due to the fault of the
Party  invoking  this Section 10.1. Such excusable delays shall include, but not
be  limited  to, Acts of God, acts of government in its sovereign or contractual
capacity,  acts or threat of terrorism, earthquake, riot, revolution, hijacking,
fire,  strike,  embargo,  sabotage,  or  interruption  of  essential services or
supplies.  The  period  of performance under this Agreement shall be extended by
the  duration  of  the  excusable delay. Notification of excusable delay will be
provided  in  writing  and  the  extension  period will     be agreed to by both
parties  in  writing.
10.2     Payload  delays.  If  the  Payload  causes  launch  delays  beyond  the
Estimated  Launch  Date,  the  Customer  will  pay  penalties  to  SpaceX on the
following  schedule  until the Payload is ready and delivered to SpaceX's launch
site:

     -  [***  ***]  for  the  [***  ***]  months;  and

     - [*** ***] of the Total Contract Price per month for months [*** ***]; and

     -  [***  ***]  of  the Total Contract Price per month for months [*** ***].

     10.3     Launch  vehicle delays. If the launch vehicle causes delays beyond
the  Estimated  Launch Date, SpaceX will reimburse the customer on the following
schedule  until  the  launch  vehicle  is ready for shipment to the launch site:

     -  [***  ***]  for  the  [***  ***]  months;  and

     - [*** ***] of the Total Contract Price per month for months [*** ***]; and

     -  [***  ***]  of  the Total Contract Price per month for months [*** ***].

     10.4     Delay  as a result of [*** ***]. If any [*** ***] of the [*** ***]
occurring  immediately before Customer's [*** ***] are [*** ***] as defined [***
***] then the Customer has the option of [*** ***] until SpaceX has demonstrated
to Customer's satisfaction [*** ***] and with the performance capability to [***
***].  [***  ***]  occurring  under  this  section  10.4 are not an [*** ***] as
defined  in  Section  10.1 and the Customer retains [*** ***] as defined in [***
***].
                                      PAGE

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.

11.     Intellectual  Propel Rights. SpaceX shall exclusively own and retain all
right,  title  and  interest  in  and  to  all  Inventions created, conceived or
developed  by  SpaceX  under this Agreement, including all intellectual property
rights therein and thereto. Customer shall exclusively own and retain all right,
title  and  interest in and to all Inventions created, conceived or developed by
Customer  under  this  Agreement,  including  all  intellectual  property rights
therein and thereto. The Parties do not intend to jointly develop any Inventions
under  this Agreement. As used in this Section 11, "Inventions" means all ideas,
designs,  concepts,  techniques,  inventions,  discoveries, works of authorship,
modifications,  improvements,  or derivative works, regardless of patentability.

12.     Confidentiality.

     12.1     Confidentiality  of  this  Agreement. Neither Party shall disclose
any  of the terms of this Agreement to any third party without the prior written
consent  of  the  other  Party,  except  as  compelled  by  judicial  or  other
governmental  action  and  with  reasonable  notice  provided  in writing to the
affected  Party  at  least  five  business  days  in  advance of the disclosure.

     12.2 Announcements. No public announcement, release, or other disclosure of
information  relating  to  this  Agreement,  including  the  existence  of  this
Agreement, shall be made except by prior written agreement of the Parties on the
specific  content  of  such  disclosure;  however,  such  agreement  may  not be
unreasonably  be  withheld.

     12.3  Confidential Information. SpaceX and Customer each agree to retain in
confidence  all  non-public  information,  trade secrets, and know-how disclosed
pursuant  to  this  Agreement  which  is either designated as proprietary and/or
confidential,  or  which  by  the  nature  of  the   circumstances   surrounding
disclosure,  should  reasonably  be understood to be confidential ("Confidential
Information"). Each Party agrees to: 1) preserve and protect the confidentiality
of  the  other Party's Confidential Information; 2) refrain from using the other
Party's  Confidential  Information  except as contemplated in this Agreement; 3)
disclose the Confidential Information only to its directors, officers, employees
or  agents  as  is  reasonably  required in connection with the exercise of that
Party's  rights  and  obligations  under this Agreement and subject to a binding
non-disclosure  agreement that is at least as protective as this Section 12; and
4)  not disclose Confidential Information to any third party, provided, however,
that  either Party may disclose Confidential Information of the other Party that
is: a) already in the public domain through no fault of the disclosing Party; b)
discovered  or  created  by  the  receiving  Party  without  reference  to   the
Confidential Information of the disclosing Party; c) otherwise made known to the
receiving Party through no wrongful conduct of the receiving Party or the entity
providing the information to the receiving party; or d) required to be disclosed
by  judicial or other governmental action (subject to reasonable notice provided
in  writing  to the affected Party at least five business days in advance of the
disclosure).  The  confidentiality  obligations of this Section 12 shall survive
the  expiration or termination of this Agreement for a period of five (5) years.

     12.4  Notwithstanding  any  provision  of  this Section 12 to the contrary,
either  Party  may disclose the Confidential Information, including the terms of
this  Agreement:  1)  in  confidence,  to  legal  counsel;  2) in confidence, to
accountants,  banks,  and  financing  sources  and their advisors solely for the
purposes  of  securing  financing; 3) in confidence, to its insurance broker and
prospective  insurers  solely  for  the  purposes  of securing insurance for the
payload and launch services and in settling any claim for loss; 4) in connection
with  the enforcement of this Agreement or rights under this Agreement; or 5) in
confidence,  in  connection  with  an actual or proposed merger, acquisition, or
similar  transaction  solely  for  use  in  the  due  diligence investigation in
connection  with  such  transaction.
                                      PAGE

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.

13.     Limitation  of  Liability.

     13.1     No Consequential Damages. In no event shall either Party be liable
for  any  indirect,  special,  incidental,  exemplary, punitive or consequential
damages  of  any  kind,  for  the  cost of procurement of substitute products or
services,  or for lost revenues or profits, arising out of or in connection with
this  Agreement,  howsoever  caused  and  regardless of the theory of liability,
whether  based in contract or tort, including negligence, product liability, and
strict  liability,  or  any  other  theory  of  liability.

     13.2  Total  Liability. SpaceX's total and cumulative liability arising out
of  or  in connection with this Agreement howsoever caused and regardless of the
theory  of  liability,  whether based in contract or tort, including negligence,
product liability, and strict liability, or any other theory of liability, shall
in  no event exceed the amounts actually paid by Customer and received by SpaceX
for  Basic  Launch  Services  pursuant  to  this  Agreement.

     13.3  Application. The limitations set forth in this Section 13 shall apply
even  if  SpaceX  has been advised of the possibility of such losses or damages,
and  notwithstanding  any failure of essential purpose of any limited remedy set
forth  in  this  Agreement.  The  Parties  acknowledge  that the amounts payable
hereunder  are based in part on the limitations of this Section 13 and that such
limitations  are  a  bargained  for  and  essential  part  of  this  Agreement.

14.     Warranties.  Except  for  the  Reflight  Launch  Option (if purchased by
Customer),  SpaceX  has  not  made,  nor  does  it  make,  any representation or
warranty,  whether  written  or oral, whether express or implied, including, but
not  limited  to,  any  warranty  of  design,  operation,  quality, workmanship,
suitability,  result,  merchantability, or fitness for a particular purpose with
respect  to  the  Falcon, launch services, or associated equipment and services.
Any  implied warranties, including warranties of merchantability and fitness for
a  particular  purpose,  are  hereby  expressly  disclaimed.

15.     Termination.

     15.1     Mutual  Agreement.  This  contract  may  be  terminated  by mutual
consent  of the Parties in writing signed by the duly authorized representatives
of  both  Parties.

     15.2  Customer's  Right  to Terminate. If SpaceX is unable to provide Basic
Launch  Services  within  twelve (12) months following the Estimated Launch Date
(with  the  exception  of  additional  time resulting from an excusable delay as
defined  by  section  10.1), Customer will, subject to a thirty (30) day written
notice  to SpaceX, have the option of terminating this Agreement. Separately, in
the  event  of  failure by SpaceX to comply with any other material provision of
this  Agreement  after  having  been given a ninety (90) day period to cure such
non-performance,  Customer  will  have the option of terminating this Agreement.
Upon  such termination, Customer shall be entitled to receive a refund within 30
days  of all payments actually made by Customer and received by SpaceX for Basic
Launch  Services  pursuant to this Agreement (minus any penalties paid to SpaceX
pursuant  to  Section 10.2 and any payments attributable to Federal range usage,
payload  integration  fees,  or  third-party  liability   insurance   fees,   if
applicable)  up  to  the  date  of  Termination and SpaceX shall have no further
obligations  or  liability  to  Customer.  The  right to terminate and receive a
refund  is  Customer's sole and exclusive remedy for termination in the event of
delay  in  the  launch  of  the  Payload.

                                      PAGE

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.

     15.3  SpaceX's  Right  to  Terminate.  SpaceX  shall  have  the  option  of
terminating  this  Agreement  and  retaining  all   payments   without   further
obligations  or liability to Customer for the following reasons: in the event of
a  failure  by Customer to deliver the Payload for integration within thirty six
(36)  months  following  the  Estimated  Launch  Date  (with  the  exception  of
additional  time  resulting from an excusable delay as defined by section 10.1);
or  in  the  event  of  failure  by  Customer  to comply with any other material
provision  of this Agreement after having been given a ninety (90) day period to
cure  such  non-performance.

     15.4  Supplemental  right [*** ***]. Customer shall have the option of [***
***] in writing at any time at least [*** ***] months prior to the [*** ***] and
shall  be  entitled  to  a  [***  ***].

16.     Licenses.  Each  Party  shall be responsible for obtaining any licenses,
authorizations, clearances, approvals or permits ("Licenses") necessary to carry
out  its  obligations  under  this  Agreement.  Each  Party  agrees  to  provide
reasonable  assistance  to the other Party as necessary to obtain such Licenses.
SpaceX  shall  be  responsible  for obtaining any Licenses required to carry out
launch services in the United States, and Customer agrees to provide information
and  to execute any documentation needed to obtain such Licenses pursuant to the
United  States  International  Traffic  in  Arms  Regulations,  22  C.F.R. Parts
120-130,  and Regulations for the Importation of Arms, Ammunition and Implements
of  War,  27  C.F.R.  Part  447.

17.     Compliance  with  Government  Requirements. SpaceX and Customer agree to
comply  with  their  respective  national,  federal,  state  and  local laws and
regulations,  and  any government licenses, and Customer, in addition, agrees to
comply  with  U.S.  export  and  import  laws,  regulations, rules, licenses and
agreements  applicable  to  the  launch of Customer's Payload. Customer shall be
responsible  for  arranging  for  registration  of  the  Payload pursuant to the
Convention  on  Registration  of  Space  Objects Launched Into Outer Space, done
January  14,  1975,  T.I.A.S.  8480.

18.     Notices

     18.1     Transmittal.  All  notifications and other data transmittals under
this  Agreement  shall  be  in  writing  and shall be hand-delivered or sent via
express  mail,  first  class mail, or electronic mail to the addresses specified
below  with  confirmation  of  receipt.

     18.2  Effective  Date.  The  date  upon  which  any  such  communication is
hand-delivered  or,  if  such  communication  is  sent  by mail or by electronic
transmission,  the  date  upon  which  the  addressee  receives it, shall be the
effective  date  of  such  communication.


                                      PAGE

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.

18.3     Change  of  Address.  Each Party shall promptly notify the other in the
event  of  any  change  in  their  respective  addresses.

For  correspondence  sent  to  SpaceX:

          Space Exploration Technologies Corp. 1310 East Grand Avenue
                              El Segundo, CA 90245
                              Attn: Gwynne Shotwell
                             PH. 310-414-6555 X 229
                                Fax: 310-414-6552
                            Email: gwynne@spacex.com

For  correspondence  sent  to  Customer:

                                 SpaceDev, Inc.
                                  Stowe Drive
                                Attn: John Cloyd
                                PH: 858-375-2000
                                Fax: 858-375-1000
                         Email: John.Cloyd@spacedev.com

19.     Dispute  Resolution.  All  disputes  and controversies of every kind and
nature  arising  out  of  this  Agreement including the existence, construction,
validity,  interpretation, performance, nonperformance, enforcement or breach of
any  provision  of this Agreement, shall be settled by commercial arbitration in
accordance  with  the  Commercial  Arbitration Rules of the American Arbitration
Association. The findings of such Arbitrator shall be final and binding upon all
parties.  Any  award  of  arbitration  shall  include attorney fees and costs of
arbitration,  including  but  not limited to expert witness fees, payable to the
prevailing  party  in  the  arbitration,  as  determined  by  the  Arbitrator.

20.     Appendices.

     20.1     Incorporation  by  Reference.  The  following  appendices  are
incorporated  into  this Agreement by reference and shall be an integral part of
this  Agreement:

     -  Appendix  1,  Statement  of  Work

     -  Appendix  2, [*** ***] Document--to be provided at Estimated Launch Date
     [***  ***]

     20.2     Precedence.  In  the  event of conflict between this Agreement and
any  of  the appendices, this Agreement shall govern. In the event of a conflict
between  Appendices,  the  sequence  of  precedence  shall  be  as listed above.

21.     Severability.  If  any  portion  of  this Agreement is held invalid, the
Parties  agree  that  such  invalidity  shall  not  affect  the  validity of the
remaining  portions  of  this Agreement, unless applying such remaining portions
would  frustrate  the  purpose  of  this  Agreement.

                                      PAGE

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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.


22.     Waiver.  The  failure  of  either Party to exercise any right granted in
this  Agreement  or  to require any performance of any term of this Agreement or
the  waiver  by either Party of any breach of this Agreement shall not prevent a
subsequent  exercise  or enforcement of, or be deemed a waiver of any subsequent
breach  of,  the  same  or  any  other  term  of  this  Agreement.

23.     No  Joint  Venture or Agency. Nothing in this Agreement shall constitute
or create a joint venture, partnership, or any other similar arrangement between
the  Parties.  No  Party  is  authorized  to  act  as  agent for the other Party
hereunder  except  as  expressly  stated  in  this  Agreement.

24.     Assignment. Customer may not assign, delegate or otherwise transfer this
Agreement  or any rights or obligations under this Agreement, whether voluntary,
by  operation  of law or otherwise, without the prior written consent of SpaceX,
unless  to a successor. With the written consent of SpaceX, Customer may use the
value  of  the  Agreement  in  excess  of  cost  as  collateral  to  secure  any
indebtedness of Customer. SpaceX may assign, delegate or otherwise transfer this
Agreement,  or  any rights or obligations under this Agreement, to any successor
by  way of merger, acquisition or sale of all or substantially all of the assets
relating  to  the  performance  of  this  Agreement. SpaceX or any successor may
assign  all  or  part  of  the  right  to  payments  under  this  Agreement. Any
assignment,  delegation,  or transfer of this Agreement made in contravention of
the  terms  hereof  shall  be  null  and  void.  Subject  to the foregoing, this
Agreement  shall  be  binding  on  and  inure  to  the  benefit  of the Parties'
respective  successors  and  permitted  assigns.

25.     Governing  Law.  This Agreement and performance by the Parties hereunder
shall  be  construed  in  accordance  with  the laws of the State of California,
U.S.A.,  without  regard  to  provisions  on  the  conflicts  of  laws.

26.     Entire  Agreement.  This  Agreement,  and  all  Exhibits  and Appendices
hereto,  supersedes  all prior communications, transactions, and understandings,
whether  oral  or  written,  with  respect  to  the  subject  matter  hereof and
constitutes  the sole and entire agreement between the Parties pertaining to the
subject  matter  hereof.

27.     Modification. No modification, addition or deletion, or waiver of any of
the  terms  and  conditions  of  this Agreement shall be binding on either Party
unless  made in a non-preprinted agreement clearly understood by both Parties to
be  a  modification or waiver, and signed by a duly authorized representative of
each  Party.

28.     Insurance Support. Parties agree to cooperate with reasonable efforts to
obtain  and  maintain  launch  insurance  and to support filing and settling any
claims.  This  includes  responding  to  insurer questions, delivering requested
information  regarding the Falcon and the launch range facilities and conducting
insurance  briefings and facilitating site inspections as required to obtain and
maintain  such  insurance.

IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of
the  Effective  Date:

                                      PAGE

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filed  separately  with  the  Securities  and  Exchange  Commission.


Space  Exploration  Technologies  Corp.               Customer

By:      /s/  Elon  Musk                          By:    /s/  Richard B. Slansky
         ----------------                                 ----------------------
Name:         Elon  Musk                             Name:  Richard  B.  Slansky
              ----------                                     -------------------
Title:     CEO                                              Title:     President
           ---                                                         ---------
Date:     11/15/05                                            Date:     11/15/05

                                      PAGE

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                                   APPENDIX 1

                                STATEMENT OF WORK
                        FOR PROGRAM NAME LAUNCH SERVICES



1.0     SCOPE

This  document  defines  the  effort  required by Space Exploration Technologies
(SpaceX)  and  the  customer  to  launch  the  spacecraft  and to accomplish the
objectives  of  the  PROGRAM NAME program.  The Program Master Plan Master (MP),
includes  this  description  of the tasks and responsibilities to launch PROGRAM
NAME program as well as an integrated Master Schedule. This Document can be used
by  the  customer for tracking the programmatic and technical status and will be
updated,  as  required  throughout  the  program  with  customer  concurrence.

     1.1  OBJECTIVES

The  objectives of the PROGRAM NAME program is the successful launch and orbital
insertion  of  the  PROGRAM NAME payload.  The payload will be placed into a TBD
orbit.  The  launch  will  take  place  according  to the schedule identified in
Attachment  1, IMS.  For performance purposes, the spacecraft and launch vehicle
adapter  are  assigned  a  combined maximum mass of TBD (to be identified in the
contract).

     1.2  ROLES  AND  RESPONSIBILITIES

SpaceX will furnish [*** ***].  The customer will provide the spacecraft, unique
spacecraft  support  equipment,  payload  specific  facilities,  and  [*** ***].

[***  ***]  shall:

     -  Provide the [*** ***] the PROGRAM NAME mission (documentation is defined
     in  the  CDRL  list)

     - Provide [*** ***] for the spacecraft for up to [*** ***] to the scheduled
     launch  date  on  [***  ***]

     -  Process  the  [***  ***]  at  the  launch  range

     -  Provide  all  range  and  safety  interfaces  including  127-1  document
     templates  for  the  spacecraft provider to complete, a copy of EWR 127 and
     RCC  319,  as  tailored  for  the  PROGRAM  NAME  program,

     -  Successfully  [***  ***]  within the specified environmental constraints

     -  Command  the  [***  ***]

     -  Support  post-flight  analysis  to verify successful separation from the
     launch  vehicle  and  identify  the  spacecraft  orbit

     -  Provide  post  launch  services  including  delivery  of  the [*** ***].

                                      PAGE

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In  addition, [*** ***] shall be provided a sufficient level of insight in order
to  assess  mission  risk  and  safety  for  [***  ***].

A  successful  launch  is  always a result of teamwork and cooperation.  To this
end,  [***  ***]  responsibilities  include  the  following:

     1. Verification that [*** ***] can function appropriately after exposure to
     the  following  [***  ***]  environments:
          a.  [***  ***]
          b.  [***  ***]
          c.  [***  ***]
          d.  [***  ***]
          e.  [***  ***]
          f.  [***  ***]

     2.  [***  ***]  must  show  that:
          a.  It  does  not  interfere  with  [***  ***]
          b.  LV  and  range  [***  ***]

     3.  [***  ***]  must  provide  information  necessary  to  satisfy:
          a.  Range  Safety
          b.  NEPA
          c.  FAA
          d.  Other  regulatory  agencies  as  appropriate

     4.  In  addition,  [***  ***]  is  responsible  for:
          a.  Reporting  final  [***  ***].
          b.  Providing  an  appropriate  and  secure  [***  ***].
          c.  Transporting  [***  ***]  to  the  launch  location.
          d.  Checkout  of  [***  ***]  at  [***  ***],  including  [***  ***].

[***  ***]  shall  be  responsible  for  providing  the  following:

     -  Inputs  to  the  Launch  Vehicle  to  Spacecraft  ICD
     -  Test  verified  [***  ***]  structural  math  model
     -  [***  ***]  launch  configuration  envelope  drawing  or  model
     -  Spacecraft  design  information  for  mission  analyses
     -  Participate  in  [***  ***]
     -  [***  ***]  support  and  checkout  equipment
     -  Inputs  to  [***  ***]
     -  Inputs  to  [***  ***]
     -  Present  [***  ***]
     -  Present  [***  ***]  at  the  [***  ***]

2.0     PROGRAM  MANAGEMENT

[***  ***]  shall  manage  the  PROGRAM  NAME program tasks as described in this
document.

                                      PAGE

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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.

2.1        [***  ***]

[*** ***] shall provide [*** ***] providing sufficient insight to [*** ***], the
launch  vehicle  to spacecraft interface and integration, [*** ***].  Changes to
[***  ***].

2.2        [***  ***]

[***  ***]  shall  provide  [***  ***],  including  all [*** ***].  SpaceX shall
coordinate  with  the  customer  to  integrate  [***  ***]  into  this  plan.

2.3        [***  ***]
[***  ***] shall implement [*** ***] to ensure maximum [*** ***] of PROGRAM NAME
[***  ***],  including  [***  ***]  launch  services.  The  SpaceX  [***  ***].

2.4        [***  ***]

Per  the  [***  ***] PROGRAM NAME [*** ***],[*** ***] will conduct [*** ***] for
this  contract  which  meets  the  [***  ***],  as tailored for the PROGRAM NAME
program.

2.5        [***  ***]

[*** ***] shall implement and maintain a [*** ***].  The system shall [*** ***].

SpaceX  shall  provide  drawings and documentation to adequately define the [***
***].  These  [***  ***]  shall  be document in [*** ***].  In addition the [***
***]  shall  include  the [*** ***].  The [*** ***] shall be approved and signed
off  by  SpaceX  and the customer by the date defined in Table 1.  The [*** ***]
shall  be  maintained  by  [***  ***].  Any  changes  to  the [*** ***] shall be
approved  by  both  SpaceX  and  the  customer.

2.6     PROGRAM  REVIEWS  AND  MEETINGS

     2.6.1  [***  ***]

[***  ***]  shall  be  conducted  at the SpaceX facility.  The expected need for
these  [***  ***].  SpaceX  shall  [***  ***].

For  the  PROGRAM  NAME,  the  [***  ***]:

     -  [***  ***]
     -  [***  ***]
     -  [***  ***]
     -  Performing  [***  ***]  and  [***  ***]

     2.6.2  [***  ***]

As  necessary, [*** ***] shall be [*** ***] related to [*** ***].  The [*** ***]
and  [***  ***]  be  coordinated  as  necessary  with the customer.  Topic areas
include:

     -  Definition  of  [***  ***]
     -  Planning  [***  ***]  operations  and  associated  [***  ***]
     -  Coordinating  all  [***  ***]  analyses

                                      PAGE

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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.

     -  Coordinate  [***  ***]  and  refining  the  [***  ***]
     -  Planning  and  performing  [***  ***]

2.6.3     [***  ***]  Review

[***  ***] shall conduct a review of the [*** ***].  This serves as a [*** ***].
[*** ***] shall prepare [*** ***] providing the [*** ***] compared to [*** ***].
The [*** ***] shall include the [*** ***].  An assessment of any [*** ***] shall
also  be included.  The output of this task shall be the [*** ***].  Preliminary
data  shall  be  delivered [*** ***] after launch.  The final [*** ***] shall be
delivered  within  [***  ***]  of  launch.

2.6.4     [***  ***]  Reviews

A  [***  ***]  will be conducted that includes a [*** ***].  This [*** ***] will
nominally  be  conducted  [***  ***]  to launch.  The [*** ***] will prepare and
brief the [*** ***] of this [*** ***].  Coordination of the presentation is [***
***].

The  [***  ***]  shall  be  held [*** ***] prior to launch and presented to [***
***].

2.7     REPORTS

[***  ***]  shall  provide data and reports to [*** ***] as proposed here and in
accordance with the Contract.  Electronic submission of all deliverable items is
preferred.

A  detailed  list  of  the  reports  and  deliverables  for are identified here:

                            PROGRAMMATIC DELIVERABLES
                            -------------------------
               TOP LEVEL DELIVERABLES     FREQUENCY     [*** ***]
               ----------------------     ---------     ---------
[***  ***]     [***  ***]
----------     ----------



                      TECHNICAL MILESTONES AND DELIVERABLES
                      -------------------------------------
                   NUMBER     TITLE     DETAILS     [*** ***]
                   ------     -----     -------     ---------
1     [***  ***]     [***  ***]     [***  ***]
-     ----------     ----------     ----------
2     [***  ***]     [***  ***]     [***  ***]
-     ----------     ----------     ----------
3     [***  ***]     [***  ***]     [***  ***]
-     ----------     ----------     ----------
4     [***  ***]     [***  ***]     [***  ***]
-     ----------     ----------     ----------


                                      PAGE

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Omissions are designated [*** ***].  A complete version of this exhibit has been
filed  separately  with  the  Securities  and  Exchange  Commission.


3.0     VEHICLE  PRODUCTION  AND  FLIGHT

[***  ***]  shall  produce  the  PROGRAM  NAME  [***  ***].

3.1     DESIGN  AND  ANALYSIS

[***  ***]  shall  conduct  analyses  and  verify  the  design  of  [*** ***] to
accommodate  and  successfully  [*** ***] system.  Specific analyses planned are
listed  below.

3.1.1     [***  ***]  Planning

[***  ***] shall conduct planning and analyses to support [*** ***].  The output
of  this  planning  shall  be  the  [***  ***].

[***  ***]  shall  perform [*** ***] which shall support performance, [*** ***].
The  output  of  this  task  is  a  report  describing  [***  ***].

[***  ***]  shall  perform  [***  ***].  The  output  of  this  task is a report
summarizing  the  results  of  this  analysis  and  highlighting  any  issues or
concerns.

[***  ***]  shall perform a [*** ***] all phases of this mission.  The output of
this  task  is  a  [***  ***],  as defined in the [*** ***], with the [*** ***].

3.1.2        [***  ***]

[***  ***]  shall  perform [*** ***].  Final due dates of the [*** ***] provided
data  and  [***  ***] provided [*** ***] shall be mutually agreed to in the [***
***].

[***  ***]  shall  perform  [*** ***] to determine the [*** ***].  The [*** ***]
test [*** ***] shall be provided by [*** ***] for the purposes of this analysis.
This  analysis  shall  include  a  recommendation  for  [***  ***].

[***  ***]  will provide a time history of relevant [*** ***] by which [*** ***]
can perform [*** ***] analyses.  Assumptions for the [*** ***] will be discussed
during  [***  ***]  meetings.

[***  ***]  shall  provide  [*** ***] for the [*** ***] with a [*** ***] factor.
[***  ***] is responsible for ensuring [*** ***] can withstand this environment.

[*** ***] will provide [*** ***] with the relevant [*** ***] prior to and during
launch,  including the [*** ***] environment.  [*** ***] will be responsible for
ensuring  the  [***  ***]  does not cause a hazardous condition while exposed to
this  environment.

[***  ***] will provide [*** ***] the [*** ***] will be responsible for ensuring
[***  ***]  does  not  cause  a  hazardous  condition  while  exposed  to  this
environment.
                                      PAGE

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Omissions are designated [*** ***].  A complete version of this exhibit has been
filed  separately  with  the  Securities  and  Exchange  Commission.

[***  ***]  will provide [*** ***] the [*** ***] environment.  [*** ***] will be
responsible  for  ensuring  [*** ***] does not cause a hazardous condition while
exposed  to  this  environment

3.2        [***  ***]

The [*** ***] supplied by [*** ***] shall utilize the [*** ***], as described in
the  Contract and the [*** ***].  The payload interface characteristics, payload
environmental  conditions, and implementation of the services shall be described
in  the  [*** ***].  Following [*** ***] of [*** ***] will be maintained by [***
***] shall coordinate all aspects of [*** ***].  The standard [*** ***] consists
of  the  following:

     -  [***  ***]:
          o  [***  ***]
          o  [***  ***]  information  [***  ***]
          o  [***  ***]  Output  includes:
               -  [***  ***]  PROGRAM  NAME  [***  ***]
               -  PROGRAM  NAME  [***  ***]
               -  Preliminary  [***  ***]
               -  Templates  for  the  [***  ***]
               -  [***  ***]
               -  [***  ***]

     -  Final  [***  ***]  design,  including:  [***  ***]  requirements
          o  [***  ***]  to  provide  test  verified  [***  ***]
          o  [***  ***]  analysis  begins

     -  [***  ***]  Readiness
          o  [***  ***]  plan
          o  [***  ***]

     -  [***  ***]
          o  [*** ***] review of [*** ***] verifying [*** ***] with PROGRAM NAME
          environments
          o  [***  ***]  checks
          o  [***  ***]  and  PROGRAM  NAME  [***  ***]  completed
          o  Confirm  [***  ***]  are  compatible  with  PROGRAM  NAME
          o  [***  ***]  approval

     -  [***  ***]  review
                                      PAGE

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     -  Payload  [***  ***]  location
     -  [***  ***]
     -  [***  ***]
     -  [***  ***]
     -  [***  ***]

3.3     LAUNCHVEHICLE  PROCUREMENT  AND  MANUFACTURE
[***  ***]  shall  [***  ***]  to  meet  the  program  schedule.

3.4     LAUNCH
[***  ***] shall prepare for and [*** ***].   The [*** ***] the customer and the
launch  range.

3.4.1     Launch  Site
[***  ***]  shall  provide  [***  ***].   The  launch  is  [***  ***].


3.4.2     Facility  Support  and  Operations
Except  as noted below, the [*** ***] shall provide the [*** ***], and [*** ***]
the  [***  ***]  is  responsible for [*** ***], handling and transportation [***
***].

The  facilities  to  be  [*** ***] shall include the [*** ***] shall act as [***
***] shall maintain appropriate [*** ***] on all range related interfaces.  [***
***]

Base  security  and  badge  control     Equipment  storage
-----------------------------------     ------------------
Shop  and  laboratory  services         Non  hazardous  fluids  and  gases
-------------------------------         ----------------------------------
Range  scheduling                       Range  system  safety
-----------------                       ---------------------
Meteorology                             Communications  and  timing
-----------                             ---------------------------
Environmental  health                   Metric  tracking
---------------------                   ----------------
Launch  Vehicle  Telemetry              Video  coverage
--------------------------              ---------------
Fire  Protection
----------------

3.4.3        [***  ***]

[***  ***]  shall be available for [*** ***].  The facilities shall include [***
***]  space  for  [***  ***]  shall maintain [*** ***] management and scheduling
responsibilities throughout the [*** ***].  As [*** ***], some oversight of [***
***]  shall  be  conducted  by [*** ***], and shall be coordinated and scheduled
between  the  customer  and  [***  ***] shall support and schedule any [*** ***]
conducted  at  the  [***  ***] shall support the implementation of all [*** ***]
developed  by  the  [***  ***].
                                      PAGE

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3.4.4        [***  ***]

The [*** ***] shall include the [*** ***].  If required for contingency purposes
only,  access to [*** ***] will be [*** ***].  Provisions for [*** ***] shall be
provided  [*** ***] shall [*** ***] which will serve [*** ***] will provide [***
***].

3.4.5     Administrative  and  Storage  Facilities

Administrative  facilities  with desks, [*** ***], one [*** ***], one [*** ***],
one  [***  ***]  and any other necessary common [*** ***] shall be provided [***
***]  for  [***  ***].

Non-conditioned  storage  facilities  for [*** ***] and support equipment not in
use  shall  be  [***  ***]  by  [***  ***].

3.4.6     Support  Equipment

[***  ***]  shall provide the equipment necessary to transport, handle, test and
checkout  the  [***  ***],  and  integrate the encapsulated payload at [*** ***]
shall  provide  the [*** ***] required to [*** ***] the encapsulated payload and
[***  ***]  provided  [***  ***]  shall  provide  all  [***  ***].

3.4.7     Launch  Control  Organization

[***  ***]  shall  provide the [*** ***] with [*** ***] coordinated through [***
***],  and  a  coordinated  [***  ***]  shall  [***  ***].

3.4.8     Launch  Licensing

[***  ***]  will  generate  and  submit  the application for a commercial launch
license  from  the  Federal  Aviation  Administration.  Note that inputs will be
required  from  [***  ***].



                                      PAGE