EXHIBIT 10.11

                                             SpaceDev, Inc.
                                             31855 Stowe Drive  Poway, CA  92064
                                             (858) 375-2000  Fax: (858) 375-1000

                                December 20, 2005
VIA E-MAIL

Starsys  Research  Corporation
Attention:  Scott  Tibbitts,  Chairman  and  Chief  Executive  Officer
4909  Nautilus  Court  North
Boulder,  Colorado  80301

Re:     Amendment  No.  1  to  that Secured  Promissory  Note


Dear  Mr.  Tibbitts:

     Reference  is made to that certain Secured Promissory Note, dated September
8,  2005  (the  "NOTE"),  issued  by Starsys Research Corporation ("STARSYS") in
favor  of  SpaceDev,  Inc.  ("SPACEDEV"  or  "HOLDER")  in the initial aggregate
principal  amount  of  $1,320,000.00.

By executing a copy of this Amendment No. 1 to the Secured Promissory Note (this
"AMENDMENT")  below,  Holder  agrees  to  amend  the  Note by replacing the date
"December  31,  2005"  in  clause  (a)  of the second sentence of the first full
paragraph  of  the  Note  with  the  date  "January  31,  2006".

Except  as  expressly  amended  by this Amendment, the Note shall remain in full
force  and  effect  in  accordance  with  the  terms  and  provisions  thereof.
This  Amendment may be executed in one or more counterparts, each of which shall
be  deemed  to constitute an original but all of which together shall constitute
but  one  and  the  same  instrument.

This Amendment shall be governed by, and construed and interpreted in accordance
with,  the  laws  of the State of California applicable to contracts negotiated,
executed  and  to  be  performed  entirely  within  the  State  of  California.

A facsimile, telecopy or other reproduction of this Amendment may be executed by
one  or  more  parties  hereto,  and  an  executed copy of this Amendment may be
delivered  by  one  or  more  parties  hereto by facsimile or similar electronic
transmission  device  pursuant  to  which  the signature of or on behalf of such
party  can  be  seen, and such execution and delivery shall be considered valid,
binding and effective for all purposes.  At the request of any party hereto, all
parties  hereto  agree  to  execute an original of this Amendment as well as any
facsimile,  telecopy  or  other  reproduction  hereof.

        [ THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK ]


                                       PAGE


     Please signify your agreement with the foregoing agreements by signing this
Amendment  and  returning  one  original  to  us  by  facsimile  or  electronic
transmission.  If  you  have  any  questions,  please  call  me.

     Best  regards,
     SPACEDEV,  INC.
     By: /s/ Richard B. Slansky
         ------------------------
     Richard  B.  Slansky
     President


AGREED  AND  ACCEPTED  AS  OF  THE  DATE  FIRST  ABOVE  WRITTEN:

STARSYS  RESEARCH  CORPORATION
By: /s/ Scott Tibbitts
    ------------------
Scott  Tibbitts
Chief  Executive  Officer


ACKNOWLEDGED  AS  OF  THE  DATE  FIRST  ABOVE  WRITTEN:

VECTRA  BANK  COLORADO,  NATIONAL  ASSOCIATION
By:/s/ Ron Singh
   ------------------
Ron  Singh
Vice  President

                                       PAGE