[GRAPHIC  OMITED]



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




                     INVENTIONS AND PROPRIETARY INFORMATION

INVENTIONS  AND  IDEAS (a) Defined; Statutory Notice.  The term "Invention/Idea"
means  any  and  all trademarks, service marks, inventions, technology, computer
hardware  or  software,  designs,  formulas,  patents,  copyrights, and products
relating  to  the  conception, design, development, manufacture, integration and
operations of space technology subsystems, systems, products  and  services (the
"Business"),  and all improvements, rights, and claims related to the foregoing,
that are conceived, developed, or reduced to practice by Employee (alone or with
others),  during  the Period of Employment, except to the extent that California
Labor  Code  Section  2870  lawfully  prohibits the assignment of rights in such
intellectual  property.

Employee  acknowledges  that  he  understands that this definition includes only
those  rights  that  may  be lawfully assigned pursuant to California Labor Code
Section  2870,  which  provides:

"(a)  Any  provision  in an employment agreement which provides that an employee
shall  assign,  or  offer to assign, any of his or her rights in an invention to
his  or her employer shall not apply to an invention that the employee developed
entirely  on  his  or  her  own  time  without  using  the employer's equipment,
supplies,  facilities,  or  trade secret information except for those inventions
that  either:

(1)  Relate  at the time of conception or reduction to practice of the invention
to  the  employer's  business, or actual or demonstrably anticipated research or
development  of  the  employer;  or

(2)  Result  from  any  work  performed  by  the  employee  for  the  employer.

(b)  To the extent a provision in an employment agreement purports to require an
employee  to  assign  an  invention otherwise excluded from being required to be
assigned  under  subdivision  (a), the provision is against the public policy of
this  state  and  in  unenforceable."

Nothing in this Agreement is intended to expand the scope of protection provided
Employee  by  Section  2870  through  2872  of  the  California  Labor  Code.

(c)  Disclosure.  Employee  agrees  to  maintain  adequate  and  current written
records  on  the  development of all Invention/Ideas and to disclose promptly to
SpaceDev  (SPDV)  all  Invention/Ideas  and relevant records, which records will
remain  the  sole  property  of  SPDV.

(d)  Assignment.  Employee agrees to assign to SPDV his entire right, title, and
interest  (throughout  the United States and in all foreign countries), free and
clear  of all liens and encumbrances, in and to each Invention/Idea, which shall
be  the  sole  property  of  SPDV,  whether or not patentable.  In the event any
Invention/Idea  is  deemed  by  SPDV to be patentable or otherwise registerable,
Employee shall assist SPDV (at its expense) in obtaining letters patent or other
applicable  registrations  thereon  and  shall  execute all documents and do all
other  things  necessary  or  proper  thereto  (including  testifying  at SPDV's
expense)  and to vest SPDV, or any entity or person specified by SPDV, with full
and  perfect  title  thereto  or  interest therein.  At SPDV's expense, Employee
shall  also  take  any  action  necessary  or  advisable  in connection with any
continuations,  renewals,  or  reissues thereof or in any related proceedings or
litigation.  Should  SPDV  be  unable  to  secure  Employee's  signature  on any
document  necessary  to  apply  for,  prosecute,  obtain, or enforce any patent,
copyright,  or other right or protection relating to any Invention/Idea, whether
due  to  Employee's  mental  or physical incapacity or any other cause, Employee
irrevocably  designates  and  appoints  SPDV  and  each  of  its duly authorized
officers  and agents as Employee's agent and attorney in fact, to act for and in
Employee's behalf and stead and to execute and file any such document, and to do
all  other  lawfully  permitted  acts  to further the prosecution, issuance, and
enforcement of patents, copyrights, or other rights or protections with the same
force  and  effect  as  if  executed,  delivered,  and/or  done  by  Employee.

(e)  Exclusions.  To  the  best  of  Employee's  knowledge, there is no existing
contract  in conflict with this Agreement and there is no contract to assign any
Inventions/Ideas  that is now in existence between Employee and any other person
or  entity.

(f)  Post-Termination  Period.  Because  of  the difficulty of establishing when
any  Invention/Idea  is  first conceived or developed by Employee, or whether it
results  from  access  to proprietary information or SPDV's equipment, supplies,
facilities,  or  data, Employee agrees that any Invention/Idea shall be presumed
to  be covered by this Agreement, if reduced to practice by Employee or with the
aid  of  Employee  within  one  (1)  year  after  termination  of  the Period of
Employment.  Employee  can  rebut  the  above  presumption if he proves that the
Invention/Idea  (1)  was developed entirely on Employee's own time without using
SPDV's equipment, supplies, facilities, or trade secret information; (2) was not
conceived  or  reduced  to  practice  during  the  Period  of Employment, or, if
conceived  or  reduced  to  practice during this period, did not, at the time of
conception  or  reduction  to  practice,  relate  to  the  Business or actual or
demonstrably  anticipated  research  or development; and (3) did not result from
any  work  performed  by  Employee  for  SPDV.

CONFIDENTIAL  INFORMATION.  Contemporaneously  with  the  execution  of  this
Agreement,  Employee  and  the Company are entering into an executive employment
agreement.  Section  6  of  such  executive  employment  agreement (Confidential
Information)  is  incorporated  herein  by  reference.

VENTURES.  If,  during  the  term  of  employment,  Employee  is  engaged  in or
associated with the planning or implementing of any project, program, or venture
involving  the  Company and a third party or parties, all rights in the project,
program, or venture shall belong to the Company and shall constitute a corporate
opportunity  belonging exclusively to the Company.  Except as expressly approved
in  writing  by  the  Company, Employee shall not be entitled to any interest in
such  project,  program,  or venture or to any commission, finder's fee or other
compensation  in connection therewith, other than the compensation to be paid to
Employee  as  provided  in  this  Agreement.

ENTIRE  AGREEMENT.  This  Agreement  supersedes  and  replaces  any  other prior
employment  agreement,  understanding  or  arrangement (whether written or oral)
between  the  Company  and  Employee.

Employee  Signature:  /s/      James W. Benson
                     -------------------------

Employee  Name:                James W. Benson
                           -------------------

Date:                      December  20,  2005
                           -------------------