EXHIBIT 10.1

                         EXECUTIVE EMPLOYMENT AGREEMENT

     THIS  EXECUTIVE EMPLOYMENT AGREEMENT (this "AGREEMENT") is made and entered
into  December 20, 2005 (the "EFFECTIVE DATE"), by and between SpaceDev, Inc., a
Colorado  corporation (together with its successors, the "COMPANY"), and Mark N.
Sirangelo  ("EXECUTIVE").

                                    RECITALS

     WHEREAS,  the  Company desires to employ Executive in the capacity of Chief
Executive  Officer  and  Vice  Chairman of the Company, and Executive desires to
accept  such  employment;  and

WHEREAS,  the  parties desire and agree to enter into an employment relationship
by  means  of  this  Agreement.

                                    AGREEMENT

     NOW,  THEREFORE,  for  and  in  consideration  of  the mutual covenants and
agreements  contained herein, and for other good and valuable consideration, the
receipt  and  sufficiency  of  which are hereby acknowledged, the parties hereto
agree  as  follows:

     1.     TERM.

     (a)  Term;  At-Will  Employment. The initial term of Executive's employment
hereunder  shall  be  for  a period of two (2) years (the "TERM"), commencing on
December  30,  2005  (the  "EFFECTIVE  DATE")  and continuing through the second
anniversary  date  thereof,  subject  to  earlier  termination  as   hereinafter
specified.  The  Company  and  Executive acknowledge that Executive's employment
with  the Company is "at-will," as defined under applicable law, and that either
party  may terminate Executive's employment with the Company at any time for any
reason,  and  with or without Cause (as defined below) or notice. If Executive's
employment terminates for any reason, neither Executive nor the Company shall be
entitled to any payments, benefits, damages, award or compensation other than as
expressly  provided  in  this  Agreement.

     (b) Renewal. This Agreement will be automatically renewed for an additional
twelve-month period after the expiration of the Term (the "RENEWAL TERM") unless
either  party  provides  written  notice  to the other at least thirty (30) days
prior to the expiration of the Term of its decision not to renew this Agreement.
If  the  Agreement  is not so renewed, it will terminate by its own terms as set
forth  herein  and the Company shall have no further obligation to pay Executive
any compensation or any other amounts, except as provided herein or as otherwise
required  by  law.

     2.     POSITION  AND  RESPONSIBILITIES.

     (a)     Position.  During the Term and any Renewal Term, Executive shall be
employed  by  the  Company  with  the  title of Chief Executive Officer and Vice
Chairman  of  the  Company.  Executive shall perform all services appropriate to


                                     PAGE 1


those  positions  and  as  assigned  by  the  Company's  Board of Directors (the
"BOARD").  Such services shall be consistent with the Outline of Executive Roles
and  Responsibilities  for  Chief Executive Officer and Vice Chairman, a copy of
which  is  attached  hereto as Exhibit A, as such Outline may be modified by the
Board  from  time to time due to changed business, market or economic conditions
(as  so modified, the "EXECUTIVE ROLES"), provided that such modifications shall
be  generally  consistent  with  such positions.  Executive, in such capacities,
shall  faithfully  perform  for the Company the duties of said offices and shall
perform  such other duties of an executive, managerial or administrative nature,
consistent  with the Executive Roles and the offices held by Executive, as shall
be  reasonably  specified  and  designated  from  time  to  time  by  the Board,
including,  in  the  discretion  of the Board, services to be rendered to and on
behalf  of the Company's subsidiaries (the "RELATED ENTITIES").  Executive shall
devote  sufficient  time  and effort to the performance of his duties hereunder,
shall  perform  his duties with the utmost good faith and integrity and shall do
his  utmost  to  promote  the  interests  of  the  Company.

     (b) Other Activity. During the Term and any Renewal Term, the Executive may
undertake other investment and/or business and/or charitable activities, whether
or  not  for  pecuniary  advantage,  so long as such other activities (A) do not
interfere  with  the  business  of  the Company or any Related Entity (B) do not
materially  interfere  with  the performance of his duties to the Company or any
Related Entity, (C) are not competitive with the Company and (D) do not create a
conflict  of  interest  with  the  Company.  It  is  agreed  that if the Company
hereafter  engages  in  business  in any industry in which the Company is not so
engaged  on  the  date  hereof  (or  proposes on or before the date hereof to so
engage,  and  any  such  proposals  have been disclosed as of the date hereof to
Executive),  any  activities  which  the  Executive  engages  in  prior  to such
engagement  by  the  Company  shall  not  be  a breach of this Section 2(b), and
Executive  may  continue  to  engage  in  such  activities  thereafter.

     (c)  Representations.  Executive represents and warrants that his execution
of this Agreement, and the performance of his duties under this Agreement do not
violate  any  obligations  the Executive may have to any other person or entity,
including  any  obligations  with  respect   to   proprietary  or   confidential
information  of  any  other  person  or  entity.

     3.     COMPENSATION  AND  BENEFITS.

     (a)     Compensation.  In  consideration  of  the  services  to be rendered
under  this  Agreement,  the Company shall pay Executive a base salary of Twenty
Two Thousand Five Hundred Dollars ($22,500) per month (the "BASE SALARY").  Upon
the earlier of (i) completion of the first Acquisition Transaction following the
Effective  Date  or  (ii)  eight  months  following the Effective Date, the Base
Salary  shall  be increased to Twenty Five Thousand Dollars ($25,000) per month.
Upon  the  earlier  of  (i)  completion  of  the  second Acquisition Transaction
following  the  Effective  Date  or  (ii) sixteen months following the Effective
Date,  the  Base Salary shall be increased to Twenty Seven Thousand Five Hundred
Dollars  ($27,500)  per month.  The Base Salary during the Renewal Term, if any,
shall  be  at  least  Twenty Seven Thousand Five Hundred Dollars ($27,500).  The
Base Salary shall be payable semi-monthly (or at such other regular intervals as
the Company may establish for payroll from time to time, provided such intervals
or  not less frequent than monthly) pursuant to the payroll procedures regularly


                                   PAGE 2


established,  and  amended,  by the Company or its payroll company in their sole
discretion, during the term of this Agreement.  The Company shall not reduce the
Base  Salary during the Term or any Renewal Term hereof.  Executive shall not be
entitled  to  overtime  compensation.

The  term,  "ACQUISITION TRANSACTION" means any transaction or series of related
transactions  completed  during  the  Term  or  the Renewal Term, if applicable,
involving  (i)  the  acquisition  by the Company or any Related Entity of all or
substantially  all  of  the  assets or at least 50% of the voting control or the
total  amount  of  outstanding  securities  (on  an as-converted or exchanged to
common  stock  or  unit basis) of an entity unaffiliated with the Company or any
Related  Entity  or  (ii)  any  reorganization,  consolidation,  merger or other
similar  business  combination  between the Company or any Related Entity on the
one  hand,  and an entity unaffiliated with the Company or any Related Entity on
the other hand whereby the Company or any Related Entity, as the case may be, is
the  surviving  entity in such transaction or transactions; and provided, in the
case  of  either  (i) or (ii) of this sentence, such transaction or transactions
are  approved  by  the  Board.

     (b)     Bonus. In addition to  the  Base  Salary  set forth in Section 3(a)
above,  the  Board, or the Compensation Committee thereof, shall award Executive
bonus  compensation  at  quarterly intervals throughout the Term and the Renewal
Term,  if  applicable,  in the amounts set forth on Exhibit B hereto, subject to
the  achievement  of  the  performance  objectives  listed  therein.

     (c)  Stock Options. The Compensation Committee of the Board of Directors of
the  Company  has granted Executive Nonqualified Stock Options to purchase up to
1,900,000  shares  of common stock of the Company under the terms and conditions
set  forth  in  that certain Stock Option Agreement, a copy of which is attached
hereto  as  Exhibit  C  and  incorporated  herein  by  reference   (the  "OPTION
AGREEMENT"),  executed  by  the  Company  and  Executive  concurrently with this
Agreement.

     (d) Incentive, Savings and Retirement Plans. As Executive becomes eligible,
he  shall  be  entitled  to  participate  in  all other incentive, stock option,
savings  and  retirement  plans,  policies  and  programs  made available by the
Company  to  other  senior  executives  of  the  Company.

     (e)  Welfare  Benefit Plans. Executive shall receive benefits under welfare
benefit  plans, policies and programs, including medical, dental, disability and
life  insurance as he becomes eligible, consistent with the Company's policy for
other  senior  executives  of  the  Company.

     (f)  Paid  Vacation.  In addition to national and state designated holidays
observed  by  the  Company, Executive shall be entitled to time off per calendar
year as per the Company's paid-time off policy, as amended from time to time, or
such  greater  number of days as the Company generally affords senior executives
of  the  Company,  with  full pay to Executive, beginning upon execution of this
Agreement  and  the start of each subsequent year of employment hereunder, which
shall  accrue  ratably  during  each  calendar  year  of employment. Executive's
vacation  shall  be  taken and expire in accordance with and shall be subject to
the  terms  of  the  plans  and  policies in effect generally as to other senior
executives  of  the  Company.


                                   PAGE 3


     (g)  Business  Expenses. The Company shall reimburse Executive for expenses
reasonably  incurred by Executive in carrying out his duties hereunder, promptly
after  presentation to the Company of receipts or other documents evidencing the
incurrence  of such expenses provided that the reimbursement of such expenses is
consistent  with  the  Company's  reimbursement  policy.

     (h)  Travel  and Temporary Living Expenses. The Company shall pay Executive
$5,000  per  month  for  the first twelve months following the Effective Date to
cover  expenses  incurred  by Executive in connection with Executive's temporary
living  expenses  in  San  Diego County, California and transportation and other
relocation  expenses  associated  with  obtaining  housing  in San Diego County,
California.

     (i) Reservation. Subject to the requirements of applicable law, the Company
reserves  the right to modify, suspend, or discontinue any and all of the plans,
practices,  policies  and  programs set forth in Sections 3(d) through (g) above
which  apply  to  its  senior  executives  generally at any time as long as such
action  is  taken  generally  with  respect  to  other similarly situated senior
executives  of  the  Company.

     4.     TERMINATION  OF  EMPLOYMENT.

     (a)     Upon  Death.  If  Executive dies during the term of this Agreement,
the  obligations  of  the  Company  to  or with respect to Executive, under this
Agreement,  shall terminate in their entirety except as otherwise provided under
this  Section  4.

     (b)  Upon  Disability. Subject to applicable law, the Company may terminate
Executive's  employment  upon 30 days written notice of termination if the Board
determines  in  good faith that Executive is Disabled (as defined below). In the
event  that  Executive  elects to challenge the Board's determination based on a
disagreement  regarding  a  medical  diagnosis  concerning  Executive  (it being
understood  that  all  other disagreements shall be resolved pursuant to Section
8), Executive shall notify the Board of his decision, in writing, within 30 days
following  his  receipt of the Board's written notice of termination pursuant to
this  Section  4(b). Within 30 days following Executive's notice of his election
to  challenge  the  Board's  determination,  the  Company  and Executive (or his
authorized  legal  representative)  shall  in  good  faith attempt to agree on a
physician  for  purposes  of  examining Executive regarding the disputed medical
diagnosis;  provided  that if the Company and Executive (or his authorized legal
representative)  cannot agree on a physician within such 30-day period, then the
Company  and  Executive  (or his authorized legal representative) shall (i) each
select  a  physician,  (ii)  use  their commercially reasonable efforts to cause
their  respective  selected physicians mutually to select a third physician, and
(iii) request such third physician to conduct such examination. If any physician
becomes  uncooperative during this process, due to no fault of any party hereto,
the  process  shall  be  repeated  until  a cooperating physician is selected to
perform  the examination. The medical opinion of the physician so selected shall
be  conclusive  on  the  issue  of  whether Executive is Disabled (to the extent
disagreement  on  such  issue is based on a medical diagnosis). "DISABLED" means
that  Executive  is  prevented  or unable, after reasonable accommodation by the
Company,  from  properly  performing  his  substantial  and


                                   PAGE 4


material  duties  due  to a mental or physical injury or illness for a period of
120  consecutive  days  (not  including  any  vacation days) in any twelve month
period  or  for  a period of 180 total days (not including any vacation days) in
any  twelve-month  period,  and  "DISABILITY"  has  the  correlative  meaning.

     (c)  For  Cause.  Notwithstanding  any  other  provision  contained in this
Agreement,  the  Company  may terminate this Agreement immediately, at any time,
for  Cause.  For  purposes  of  this  Agreement,  "CAUSE"  shall  mean:

          (i)  any  willful  breach  or habitual neglect of Executive's material
     duties  (other  than  due  to a Disability or death) that he is required to
     perform  under  the terms of this Agreement or the Inventions Agreement (as
     defined  in  Section  6(e)  herein);

          (ii)  conviction for committing (A) a felony, (B) fraud, (C) financial
     impropriety,  (D)  dishonesty  or  (E)  other  act  of  moral  turpitude;

          (iii)  any  knowing  or  deliberate  violation of a requirement of the
     Sarbanes-Oxley  Act  of  2002  or  other material provisions of the federal
     securities  laws;  or

          (iv) failure to obey the lawful and reasonable direction of the Board,
     or  breach  of  any  fiduciary duty owed by Executive to the Company or any
     Related Entity or their respective shareholders, in such a way that has had
     or  will  have  a  direct,  substantial and adverse effect on the business,
     finances  or  reputation  of  the  Company  or  any  Related  Entity.

Notwithstanding  the  foregoing,  if there exist (without regard to this and the
next  succeeding  sentence)  events  or  conditions  that constitute Cause under
subsection  (v)  next above, or, to the extent no substantial and adverse effect
has  resulted  and  a cure to is reasonably probable, subsection (v) next above,
the  Board  shall  promptly  notify  Executive  in  writing  of  such  events or
conditions,  in reasonable detail, including, where applicable and to the extent
practicable, specific examples of acts, omissions, conduct, performance or other
events  or  conditions which constitute Cause. Executive shall have 30 days from
the  date such written notice is given to cure such events or conditions and, if
cured, such events or conditions shall not constitute Cause hereunder. The Board
shall  make the final determination regarding the existence of Cause and whether
Executive  has  effectively  cured  the events or conditions constituting Cause,
subject  to  Executive's right to dispute such determinations in accordance with
Section  8  hereof.  The Company shall be entitled to suspend Executive's duties
pending  determination  of  the  existence of Cause, provided that any period of
suspension  shall  not  count toward the 30-day cure period set forth above, and
provided further, that the compensation and other benefits provided herein shall
continue  to  be  paid  and  afforded  to  Executive  during  such  period.

     (d)     Good  Reason.  Executive  may terminate this Agreement upon 30 days
written  notice  to  the Board for Good Reason.  For purposes of this Agreement,
"GOOD  REASON"  means  any  of  the  following  events and conditions shall have
occurred  without  Executive's  express  written  consent:

          (i) the assignment to Executive of any substantial and material duties
     inconsistent  with  his  status  or position with the Company, or any other
     action  by  the  Company  that  results in a substantial diminution in such
     status  or  position;


                                   PAGE 5


          (ii)  any  material  breach  of  this  Agreement  by  the  Company; or

          (iii)  a  Change  in  Control (as defined in the Option Agreement), if
     following  the  Change  in  Control,  Executive  is not the chief executive
     officer  of the Acquiring Corporation (as defined in the Option Agreement),
     reporting directly to the board of directors of such Acquiring Corporation.

          (iv)  Net  Exercise is deemed unavailable by the board pursuant to the
     last  sentence  of  Section  4.3  of  the  option  agreement.



Notwithstanding  the  foregoing,  if there exist (without regard to this and the
next  succeeding  sentence)  events  or  conditions that constitute Good Reason,
Executive  shall  promptly  notify  the  Board  in  writing  of  such  events or
conditions,  in reasonable detail, including, where applicable and to the extent
practicable, specific examples of acts, omissions, conduct, performance or other
events  or  conditions  which constitute Good Reason.  The Company shall have 30
days  from  the  date  such  written  notice  is  given  to  cure such events or
conditions  and,  if  cured, such events or conditions shall not constitute Good
Reason  hereunder.

     (e)     Without Cause or Without Good Reason.  The Board may terminate this
Agreement  at  any  time,  for any reason or no reason.  Executive may terminate
this  Agreement  on  fifteen  (15) days' notice at any time for any reason or no
reason.

     (f)  Obligations  of  Executive  on Termination. Executive acknowledges and
agrees that all property, including keys, credit cards, books, manuals, records,
notes,  contracts,  customer lists, Confidential Information (as defined in this
Agreement),  documents  (in electronic, hard copy or other media), copies of any
of  the  foregoing  on  any media and in any tangible form, and any equipment or
other  property  furnished  to  Executive  by  the Company or any Related Entity
(including  prior  to  such  Related Entity being one), belong to the Company or
such  Related  Entity, as the case may be, and shall be promptly returned to the
Company  or  such  Related  Entity,  as  the  case  may  be,  or destroyed if in
electronic  format, upon termination of employment. Further, upon termination of
employment,  Executive  shall  be  deemed  to have resigned from all offices and
directorships  then  held  with  the  Company  or  any  Related  Entity.

     (g)     Obligations  of  the  Company  on  Termination.

          (i)  General. As of the date of termination of this Agreement, without
     prejudice  to  any  other  written agreements the Company and Executive may
     enter into from time to time, the Company's obligations to pay Executive or
     his  estate, beneficiaries, or legal representatives any other compensation
     or  any  other  amounts  hereunder  shall cease, except as provided in this
     Section  4(g)  or  otherwise  provided  by  law.

          (ii)  Death  or Disability. If Executive's employment is terminated by
     reason of Executive's death, Disability, this Agreement shall terminate and
     the  Company's  obligations  to  Executive  under  this  Agreement shall be
     limited  to (a) the prorated payment of Executive's salary through the date
     of  termination to the extent not paid by then (his "PRORATED SALARY"); (b)
     the  payment  of  earned  and  accrued  bonus  or  additional  payments due
     Executive,  if any, at the time of termination under any bonus or incentive
     plans  applicable  to Executive or in which Executive participated prior to
     termination  (his  "EARNED INCENTIVE COMPENSATION"); (c) the payment of any
     additional  bonus  or  additional  payments that would have been payable to
     Executive  had his employment continued under this Agreement for sixty (60)
     days  after  the  termination  of Executive's employment under any bonus or
     incentive  plans  applicable  to  Executive  or  in


                                   PAGE 6


     which  Executive  participated prior to termination (any such bonuses shall
     be  paid  at  the  same time and in the same manner as they otherwise would
     have been payable to Executive had his employment not been terminated) (the
     "CONTINGENT INCENTIVE COMPENSATION"); (d) the payment of any unused accrued
     paid  time off through the date of termination (his "ACCRUED PTO"); (e) the
     payment  of  any  reimbursable  business  expenses  that  were  incurred by
     Executive  prior  to  termination  and  documented  in  accordance with the
     Company's  policies  as set forth above and that were not reimbursed by the
     Company at the time of the termination of this Agreement (his "REIMBURSABLE
     EXPENSES");  and  (f)  the  COBRA  coverage  described  below.

          (iii)  Cause.  If Executive's employment is terminated for Cause, this
     Agreement  shall terminate and the Company's obligations to Executive under
     this  Agreement shall be limited to (a) his Prorated Salary; (b) his Earned
     Incentive  Compensation;  (c)  his  Accrued  PTO;  and (d) his Reimbursable
     Expenses.

          (iv) For Other Than Cause; Good Reason; Non-Renewal of this Agreement.
     If  Executive's employment is Terminated by the Company without Cause or by
     Executive for Good Reason, or the Term of this Agreement expires due to the
     Company's  election  not  to renew the Agreement in accordance with Section
     1(b)  above,  this Agreement shall terminate and the Company's  obligations
     to  Executive  under  this  Agreement  shall be limited to (a) his Prorated
     Salary; (b) his Earned Incentive Compensation; (c) his Contingent Incentive
     Compensation;  (d)  his  Accrued  PTO;  (e)  his Reimbursable Expenses; (f)
     payment  of  contributions  required  to maintain continued health coverage
     under  COBRA  for a period of 18 months (the "COBRA COVERAGE"); and (g) the
     payment  of  a  lump  sum  (the  "SEVERANCE  PAYMENT")  equal  to:  (1)  if
     Executive's  employment  is  terminated  by  the Company without Cause, his
     then-current  Base Salary per month multiplied by the greater of (x) twelve
     months  and  (y)  the number of months remaining in the Term (prorated with
     respect  to any partial month); (2) if Executive's employment is terminated
     by  Executive  for  Good  Reason,  his  then-current  Base Salary per month
     multiplied  by the lesser of (x) twelve months and (y) the number of months
     remaining  in  the  Term  (prorated  with  respect  to  any partial month),
     provided,  however,  that  such  number of months shall not be deemed to be
     less  than  six  (6)  months  for  purposes of this subpart (2); and (3) if
     Executive's employment is terminated because the Company has elected not to
     renew  this  Agreement  in  accordance  with  Section   1(b)   above,   his
     then-current  Base  Salary  per  month  multiplied  by  six (6) months. The
     Severance  Payment  shall be paid ten (10) business days following any such
     termination;  provided,  however,  that if Executive is deemed a "specified
     employee" pursuant to Section 409A(a)(2)(B)(i) of the Internal Revenue Code
     of  1986, as amended (the "CODE"), then the Severance Payment shall be paid
     on  the  six-month anniversary of the termination date (in either case, the
     "SEVERANCE  PAYMENT  DATE").  Notwithstanding anything in this Agreement to
     the  contrary,  (i)  the  Company  shall  have  no  obligation  to make the
     Severance  Payment  unless  on  or  before the applicable Severance Payment
     Date, Executive executes and delivers to the Company a full general release
     of  claims  (excluding claims for amounts payable under this Agreement), in
     form  and  substance  reasonably  satisfactory  to the Company, against the
     Company  and the Related Entities and their respective officers, directors,
     employees  and agents, and (ii) the Severance Payment shall be extinguished
     if such general release is not executed and delivered to the Company by the
     later  of  (A)  the applicable Severance Payment Date or (B) three business
     days  after  Executive's  receipt  from  the  Company  of a form of general
     release  to  be  executed.


                                   PAGE 7


          (v)  Termination by Executive for Other Than Good Reason. In the event
     Executive  terminates  his  employment  for  other  than  Good Reason, this
     Agreement  shall terminate and the Company's obligations to Executive under
     this  Agreement  shall  be  limited  to his (a) Prorated Salary; (b) Earned
     Incentive Compensation; (c) Accrued PTO; (d) Reimbursable Expenses; and (e)
     COBRA  Coverage.

     5.     WITHHOLDING.  All payments made by the Company or any Related Entity
to  Executive  hereunder  shall  be subject to applicable payroll deductions and
withholdings.

     6.  CONFIDENTIAL  INFORMATION. "CONFIDENTIAL INFORMATION"means confidential
or proprietary information of the Company or any Related Entity, including trade
secrets,  inventions,  whether  or  not  patentable,  and  all  know-how related
thereto,  any  materials  for  which  copyright  protection  may  be   obtained,
equipment,    equipment     configuration,    research,   development   efforts,
methodologies,  testing, engineering, manufacturing, marketing, sales, finances,
operations,  processes,  formulas,  methods,   techniques,   devices,   software
programs,  projections, strategies and plans, personnel information and customer
information,  including  customer  needs,  particular  projects   and   pricing.
Confidential  Information  does  not  include  any  information  that: (i) is or
becomes  generally  available to and known by the public (other than as a result
of  a  wrongful  disclosure  by  Executive),  or (ii) is or becomes available to
Executive  on  a  non-confidential basis from a source other than the Company or
any  Related  Entity  or  any  of  their respective directors, officers, agents,
employees,     attorneys,    accountants  or    other    representatives    (the
"REPRESENTATIVES"),  provided that such source is not and was not at the time of
such disclosure bound by a confidentiality agreement with or other obligation of
secrecy  to  the Company or any Related Entity of which Executive has knowledge.

     (b)     Executive shall keep secret and retain in strictest confidence, and
shall  not use for the benefit of Executive or any person other than the Company
and  its Related Entities, the Confidential Information.  Executive acknowledges
that  the  Confidential  Information  is  highly material to the business of the
Company  and  the  Related Entities and that the unauthorized disclosure of such
information to or its use by others could cause substantial harm to the Company,
for which the Company may seek any remedies available at law or in equity.  This
covenant  shall  survive  the  termination  of this Agreement and the Inventions
Agreement.

     (c)  In  the  event  that  Executive  is  requested  or  required  (by oral
questions,  interrogatories,  requests  for information or documents, subpoenas,
civil  investigative  demands  or  similar  processes  or  otherwise  by law) to
disclose  any  Confidential Information, Executive shall (i) provide the Company
with  prompt notice thereof and copies of the documents requested or required to
be  disclosed  so  that  the Company may seek an appropriate protective order or
waive  compliance  with  the provisions of this Agreement, and (ii) consult with
the  Company as to the advisability of the Company's taking of legally available
steps  to  resist  or  narrow  such  request.

     (d)  Executive  therefore  expressly  agrees  that if Executive breaches or
threatens  to  breach  any  of  the  covenants  of  this  Section 6, the parties
acknowledge  that  the  damage or imminent damage to the business or goodwill of
the Company or its Related Entities would be irreparable and extremely difficult
to  estimate,  making  any  remedy at law or in damages inadequate. Accordingly,


                                   PAGE 8


the  Company  shall  be  entitled  to injunctive relief against Executive in the
event  of  any such breach or threatened breach, in addition to any other relief
(including  damages) available to the Company under this Agreement, at law or in
equity.

     (e) Concurrently herewith, the Company and Executive are entering into that
certain  Inventions  and  Proprietary  Information Agreement, a copy of which is
attached  hereto  as  Exhibit  D  (the  "INVENTIONS  AGREEMENT").

     7.     INDEMNIFICATION.  The  Company  shall indemnify Executive (a) to the
extent  provided  in the Company's Articles of Incorporation, as the same may be
amended  from  time  to time, and (b) to the maximum extent permitted by law and
(c)  pursuant  to  the  Company's  standard  indemnification  agreement with its
officers  and  directors, as the same may be in effect from time to time, all in
accordance  with  applicable  law.  The  Company  shall  maintain  Directors and
Officers  liability  insurance,  and arrange for Executive to be covered by such
insurance,  in  an  amount  of  not  less than $5 million.  At no time shall the
indemnification  provided  to  the  Executive  be  less  than the most favorable
indemnification  provided  to  any other senior executive or Board member of the
Company  or  any  Related  Entity.

     8.  DISPUTE RESOLUTION. All disputes ("CLAIMS") between the parties arising
from  or  relating  to  this Agreement or the Company's employment of Executive,
whether  or  not  pursuant  to  this  Agreement,  shall  be  resolved by binding
arbitration as provided in this Section 8. The parties each waive their right to
commence  an action in any court to resolve any Claim, and each party agrees not
to  initiate or prosecute any lawsuit in any way related to any Claim; provided,
however,  that  this  Section  4(b) shall not apply to any Claim (i) for workers
compensation  or unemployment benefits; or (ii) by the Company for injunctive or
other equitable relief; or (iii) the determination of Disability (which shall be
determined  pursuant  to the procedures set forth in Section 4(b)). With respect
to  matters  referred  to  in  clause  (ii) next above, the Company may seek and
obtain  injunctive relief in court, and then proceed with arbitration under this
Agreement.

     (b)     A  Claim must be processed in the manner set forth below, otherwise
the  Claim  shall  be void and deemed waived even if there is a federal or state
statute  of  limitations  which  would  allow  more  time  to  pursue the Claim.

          (i)  The  Claim  must  initially  be  noticed  in writing by the party
     bringing  the  Claim  (the "AGGRIEVED PARTY") to Executive or the Board, as
     the  case  may  be  (the  "OTHER PARTY"). The Aggrieved Party and the Other
     Party  shall attempt to resolve the Claim in good faith for at least thirty
     (30)  days  following  the  giving  of  such  notice.

          (ii)  If  the  Aggrieved  Party and the Other Party cannot resolve the
     Claim,  then  either  party  may initiate arbitration. The initiating party
     shall  promptly  notify  the  other  of  its intent to arbitrate the Claim.


                                   PAGE 9

     (c)     The  arbitration  shall  be  conducted  in   accordance  with   the
then-current Model Employment Arbitration Procedures of the American Arbitration
Association  ("AAA")  before  a  single  arbitrator.  The  arbitration  shall be
conducted in the English language and shall take place in San Diego, California.

     (d)  Each  party  shall  have  the  right  to  take the deposition of three
individuals  and  any  expert  witness designated by the other party. Each party
also  shall  have  the right to make requests for production of documents to any
party. Additional discovery may be had only where the arbitrator so orders, upon
a  showing of substantial need. All issues related to discovery will be resolved
by  the  arbitrator.  The parties waive the provisions of any law that modifies,
expands  or adds to the discovery and deposition rules set forth in this Section
8(d).

     (e)  The  arbitrator shall not have the authority to (i) adopt new policies
or  procedures for the Company or any Related Entity; (ii) modify this Agreement
or  any  existing  policies, procedures, wages or benefits of the Company or any
Related  Entity;  or  (iii)  hear or decide any matter that was not processed in
accordance with this Agreement. The arbitrator shall have exclusive authority to
resolve  any  Claim,  including  a  dispute  relating  to  the   interpretation,
applicability,  enforceability or formation of this Agreement, or any contention
that all or any part of this Agreement is void or voidable. The arbitrator shall
have  the  authority  to  award  any  form  of  remedy  or damages that would be
available in a court, provided that neither party shall seek, and the arbitrator
shall  have  no  authority  to  award,  punitive  or  exemplary  damages.

     (f)  Each  party shall pay one-half of all reasonable and necessary fees of
the  AAA  and the arbitrator above $10,000. The first $10,000 of such fees shall
be paid by the Company. Notwithstanding the foregoing, the arbitrator shall have
the  power  to award reimbursement of all of such fees (not including attorneys'
fees),  to  either  party.

     (g)  The arbitration shall be conducted in private, and will not be open to
the  public  or  the  media. The testimony and other evidence presented, and the
results  of  the  arbitration, unless otherwise agreed by both parties, shall be
confidential  and  shall not be made public or reported by either the Company or
Executive.

     (h) The arbitrator shall render a written decision and award (the "AWARD"),
which  shall  set  forth the facts and reasons that support the Award. The Award
shall  be  final  and  binding  on  the  Company  and  Executive.

     9.     NON-SOLICITATION.

     (a)     Executive  agrees  that  for  the duration of the Term, any Renewal
Term,  and  for twelve (12) months after the later of the expiration of the Term
or  any Renewal Term (collectively, the "COVENANT PERIOD"), Executive shall not,
directly  or  indirectly,  (i) solicit or assist any other Person to solicit any
business (other than business that is not substantially similar to the Business)
from  any  Person  who  is  at the time a customer of the Company or any Related
Entity  or  any  Person that was a customer of the Company or any Related Entity
within  twelve  (12)  months  of  the date thereof; or (ii) take any action that
would  reasonably  be expected to have the effect of discouraging any Person who
is  at  the  time  a  lessor,  licensor,  customer, supplier, licensee, business
prospect or other business associate of the Company or any Related Entity or any
Person who had such a relationship with the Company within twelve (12) months of
the  date thereof, from entering into or maintaining, or causing it to terminate
or  cease,  its  relationship  with  the  Company  or  any  Related  Entity.


                                   PAGE 10


     (b)  Executive agrees that during the Covenant Period, Executive shall not,
directly  or indirectly, (i) solicit or encourage any employee of the Company or
any  Related  Entity  to  leave or reduce his or her employment; or (ii) hire or
offer  employment,  including  as a contractor or consultant, to any employee of
the  Company  or  any  Related  Entity.

     (c)  Executive agrees that during the Covenant Period, Executive shall not,
directly  or indirectly, solicit or encourage any consultant or other contractor
then  under contract with the Company or any Related Entity to cease or diminish
his  or  her  work  with  such  entity.

     10.     FEES.  If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees, costs and necessary disbursements in addition to any
other  relief  to  which  that  party  may be entitled.  This provision shall be
construed  as  applicable  to  the  entire  contract.

     11.  TITLES  AND  HEADINGS.  The  section and paragraph titles and headings
contained  herein are inserted purely as a matter of convenience and for ease of
reference  and  shall  be  disregarded  for  all  other  purposes, including the
construction,  interpretation  or  enforcement  of  this Agreement or any of its
terms  or  provisions.

     12.  SEVERABILITY.  The  provisions  of  this  Agreement  shall  be  deemed
severable  and  the  invalidity  or  unenforceability of any provision shall not
affect  the  validity or enforceability of the other provisions hereof; provided
that  if  any  provision  of  this  Agreement, as applied to any party or to any
circumstance,  is  adjudged  by  a  court,  tribunal or other governmental body,
arbitrator  or  mediator not to be enforceable in accordance with its terms, the
parties  agree  that  such governmental body, arbitrator or mediator making such
determination  shall  have  the  power  to  modify  the  provision  in  a manner
consistent  with  its  objectives  such  that  it  is enforceable, and to delete
specific words or phrases, and in its reduced form, such provision shall then be
enforceable  and  shall  be  enforced.

     13.  ASSIGNMENT. Neither this Agreement nor any of the rights, interests or
obligations  hereunder  shall  be  assigned without the prior written consent of
each  other  party;  provided, however, that the Company may assign, in its sole
discretion,  any  or  all  of  its  rights, interests and obligations under this
Agreement to any successor by merger or consolidation and that the Executive may
assign,  in his sole discretion and subject to applicable law, any or all of his
rights  and  interests  under  this  Agreement  so  long as the Executive solely
performs  all  duties  hereunder.  Any  assignment in violation of the preceding
sentence  shall  be  null  and  void  and  of no force or effect. Subject to the
preceding  sentence,  this Agreement shall be binding upon, inure to the benefit
of,  and  be  enforceable by, the parties hereto and their respective successors
and  permitted  assigns.

     14.  AMENDMENTS  AND  MODIFICATION.  This  Agreement  may  not be modified,
amended,  altered  or  supplemented  except upon the execution and delivery of a
written  agreement  executed  by  each  of  the  parties  hereto.

                                   PAGE 11

     15. NO WAIVER. The failure of any party hereto to exercise any right, power
or remedy provided under this Agreement or otherwise available in respect hereof
at law or in equity, or to insist upon compliance by any other party hereto with
its  obligations hereunder, or any custom or practice of the parties at variance
with  the  terms hereof shall not constitute a waiver by such party of its right
to  exercise  any  such  or  other  right,  power  or  remedy  or to demand such
compliance.  No  waiver by any party of any default, misrepresentation or breach
hereunder,  whether intentional or not, shall be effective unless in writing and
signed  by  the  party against whom such waiver is sought to be enforced, and no
such  waiver  shall  be  deemed  to  extend  to any prior or subsequent default,
misrepresentation  or  breach  hereunder or affect in any way any rights arising
because  of  any  prior  or  subsequent  such  occurrence.

     16.  NOTICES.  All notices, requests, instructions or other documents to be
given  under  this  Agreement shall be in writing and shall be deemed given, (i)
five  business  days  following  sending by registered or certified mail, return
receipt  requested,  postage  prepaid,  (ii)  when  sent  if  sent by facsimile;
provided,  however,  that  the  facsimile  is  promptly  confirmed  by telephone
confirmation  thereof,  (iii)  when  delivered,  if  delivered personally to the
intended  recipient,  and  (iv)  one business day following sending by overnight
delivery via a national courier service whereby successful delivery is confirmed
by  such  courier service, and in each case, addressed to a party at the address
for  such  party  on  the  signature  page  hereof.

     17.  GOVERNING  LAW. This Agreement and the performance of the transactions
and  obligations  of the parties hereunder shall be governed by and construed in
accordance  with  the  laws  of  the State of California applicable to contracts
negotiated,  executed  and  to  be  performed  entirely  within  such  State.

     18.  THIRD-PARTY  BENEFICIARIES.  This  Agreement  is  made  solely for the
benefit  of  the  parties  to  this  Agreement  and  their  respective permitted
successors  and assigns, and no other person or entity shall have or acquire any
right  or remedy by virtue hereof except as otherwise expressly provided herein.

     19.  REPRESENTATION  BY  COUNSEL.  Executive  acknowledges that he has been
represented by legal counsel in connection with this Agreement, that he has read
and  understands this Agreement, that he is fully aware of its legal effect, and
that he has entered into it freely and voluntarily and based on his own judgment
and  not  on  any representations or promises other than those contained in this
Agreement.

     20. IRC SECTION 409A. To the extent that this Agreement or any part thereof
is  deemed  to  be  a nonqualified deferred compensation plan subject to Section
409A  of  the  Code and the regulations and guidance promulgated thereunder, (i)
the  provisions  of this Agreement shall be interpreted in a manner to comply in
good  faith  with Section 409A of the Code, and (ii) the parties hereto agree to
amend  this  Agreement, if necessary, for the purposes of complying with Section
409A  of  the  Code  promptly  upon  issuance  of  any  regulations  or guidance
thereunder;  provided  that  any  such amendment shall not materially change the
present  value  of  the  benefits  payable  to  Executive hereunder or otherwise
materially  and adversely affect Executive, or the Company or any of the Related
Entities,  without  the written consent of Executive or the Company, as the case
may  be.

                                   PAGE 12

     21. SURVIVAL. The terms and provisions of Section 4(g) through this Section
21,  inclusive,  shall survive the termination hereof and the termination of the
Company's  employment  of  Executive.

     22. COUNTERPARTS. This Agreement may be executed in two or more original or
facsimile  counterparts,  each  of  which shall be deemed an original but all of
which  together  shall  constitute  but  one  and  the  same  instrument.

     23.  ENTIRE  AGREEMENT.  This Agreement, together with the exhibits hereto,
supersedes  and  replaces  any  prior  employment  agreement,  understanding  or
arrangement  (whether  written  or  oral)  between  the  Company  and Executive.

     24.  FACSIMILE  EXECUTION.  A  facsimile, telecopy or other reproduction of
this  Agreement  may  be executed by one or more parties hereto, and an executed
copy  of  this  Agreement  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  Agreement  as  well  as  any facsimile, telecopy or other reproduction
hereof.

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



                                   PAGE 13


     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly  executed  on  the  day  and  year  first  above  written.

     SPACEDEV,  INC.

     By: /s/ James W. Benson
         ---------------------------
          James W. Benson
          Chief Executive Officer

     Address:  13855  Stowe  Drive
               Poway,  CA  92064
               Fax:  (858)  375-1000


     EXECUTIVE:

         /s/ Mark N. Sirangelo
         ---------------------------
             Mark N. Sirangelo

     Address:  13855  Stowe  Drive
               Poway,  CA  92064
               Fax:  (858)  375-1000




                                   PAGE 14


                                                                       EXHIBIT A

                 OUTLINE OF EXECUTIVE ROLES AND RESPONSIBILITIES

-  Corporate  Direction  -
     -  Develop  with  the  Chairman  the  Company's  long range strategic plan;
     -  Develop  with  the  CFO  the  Company's annual business operations plan;
     -  Provide  the  leadership  for  the  entire  Company;
     -  Work  toward achieving the business, operational, and financial goals of
     the  Company;
     -  Ensure  that  the  mission  of  the  Company  is  clear  via  effective
     communication,  and  that  the  core  values  of  the  Company are put into
     practice  via  effective  reinforcement;
     -  Identify,  develop  and  direct the implementation of business strategy;
     - Have, with the CFO, fiscal responsibility consistent with Company control
     procedures  and  established  policies;  and,
     -  Plan  and  direct the organization's activities to achieve stated/agreed
     targets  and  standards  for  financial  and  trading performance, quality,
     culture  and  legislative  adherence.
-  Executive  and  personnel  management  -
     -  Work with senior staff to establish long-range goals, strategies, growth
     plans  and  policies;
     -  Have final hire and termination authority for all employees, contractors
     and  agents  of  the Company consistent with and subject to any established
     Board  policies;
     -  Have  final review authority for performance and compensation evaluation
     of  Company  personnel,  subject  to  any  established  Board  policies;
     -  Have  review  and  recommendation authority for the issuance of options,
     warrants  and  other  such  equity  to  Company  personnel,  subject to any
     established  Board  policies;
     -  Recruit,  recommend  and  develop  executive  team  members;
     -  Direct  functions  and  performance  via  the  executive  team;


                                    PAGE A-1


     -  Manage  senior  staff  and  internal  business  leaders;
     -  Measure  senior  staff  performance;
     -  Provide  performance  feedback  to  senior  staff and Company personnel;
     -  Inspire  senior  staff  to  higher  levels  of  performance;  and,
     -  Attract  and  retain  executive  talent.
-  Company  Expansion  -
     -  Spearhead  strategic  Company  initiatives;
     -  Lead  acquisitions,  merger  and  venturing  activities;  and,
     -  Direct  organizational  changes  and other internal improvement efforts.
-  External  and  Shareholder  Activities  -
     -  Represent  the  Company  to  customers,  employees,  investors, business
     partners,  and  community  leaders;
     - Maintain and develop organizational culture, values and reputation in its
     markets  and  with  all  staff,  customers,  suppliers,  partners  and
     regulatory/official  bodies;
     -  Report  to  stockholders/board  on organizational plans and performance;
     and,
     -  As  Vice  Chairman,  plan  for and conduct, along with the Chairman, the
     Company's  Board  of  Directors  meetings  and Annual Stockholder's meeting


                                    PAGE A-2


                                                                       EXHIBIT B
                            PERFORMANCE BONUS AMOUNTS
                                 AND OBJECTIVES

Upon  achievement  of  each  performance objective listed below, the bonus award
next  to  each such performance objective shall become payable to Executive upon
achievement, provided, that Executive remains an employee of the Company through
the  date  of such achievement, except as otherwise set forth in this Agreement.

All  determinations  of  gross  revenue  and  operating  income shall be made in
accordance  with  GAAP.

Item    Bonus  Award     Performance Objective

1         $25,000        Upon  the  listing  of  the  Company's common stock for
                         trading  on  the  New  York  Stock Exchange, the Nasdaq
                         National  Market  or  the  American  Stock  Exchange.

2         $50,000        Following,  and conditioned upon the achievement of the
                     performance  objective  in  Item  1  above,  upon   the
                     completion  of  each  Secondary  Offering  Financing
                     Transaction  (as  defined  below).

3        $25,000         Upon  the  completion of each Financing Transaction (as
                         defined  below)  other  than   a   Secondary   Offering
                         Financing  Transaction,  whereby  the  aggregate  gross
                         proceeds  received  by  the  Company  are  at  least $4
                         million.

4        $25,000         Upon  the completion of each Acquisition Transaction in
                         which  the  aggregate consideration paid by the Company
                         to  the  target  company,  its  equity  holders  and/or
                         creditors  is  over  $10  million (consideration may be
                         cash,  equity  or debt, or any combination thereof) and
                         involving payment of a fee or commission by the Company
                         to  one  or  more  investment  banks, finders, business
                         brokers  or  other  third  party  financial advisors or
                         agents.  For  avoidance of doubt, the completion of the
                         Acquisition   Transaction   with    Starsys    Research
                         Corporation  shall be deemed to achieve the performance
                         objective  set  forth  in  this Item 4, but not Item 5.



5        $50,000         Upon  the completion of each Acquisition Transaction in
                         which  the  aggregate consideration paid by the Company
                         to  the  target  company,  its  equity  holders  and/or
                         creditors  is  over  $10  million (consideration may be
                         cash,  equity  or debt, or any combination thereof) NOT
                         involving payment of a fee or commission by the Company
                         to  one  or  more  investment  banks, finders, business
                         brokers  or  other  third  party  financial advisors or
                         agents.


                                    PAGE B-1


6        $12,500         If  the  Company's  gross  revenue  for the fiscal year
                         ending  December  31, 2006 ("Fiscal 2006"), which shall
                         be  determined in good faith by the Board in accordance
                         with  GAAP,  is  in excess of the projected revenue for
                         Fiscal  2006  as  set  forth  in  the annual budget for
                         Fiscal  2006  approved by the Board. Such annual budget
                         shall  be  updated  to    reflect    any    Acquisition
                         Transactions  that  are  completed  during Fiscal 2006.
                         This  bonus  award  shall  be  paid  on April 15, 2007.



7        $12,500         If  the  Company's  operating  income  for Fiscal 2006,
                         which shall be determined in good faith by the Board in
                         accordance  with  GAAP,  is  in excess of the projected
                         operating  income  for  Fiscal 2006 as set forth in the
                         annual  budget  for  Fiscal 2006 approved by the Board.
                         Such  annual  budget  shall  be  updated to reflect any
                         Acquisition  Transactions  that  are  completed  during
                         Fiscal  2006.  This  bonus award shall be paid on April
                         15,  2007.



8        $12,500         Upon  the  achievement  of  a performance objective for
                         Fiscal  2006 to be determined mutually by the Board and
                         Executive.  This bonus award shall be paid on April 15,
                         2007.



9        $12,500         If  the  Company's  gross  revenue  for the fiscal year
                         ending  December  31, 2007 ("Fiscal 2007"), which shall
                         be  determined in good faith by the Board in accordance
                         with  GAAP,  is  in excess of the projected revenue for
                         Fiscal  2007  as  set  forth  in  the annual budget for
                         Fiscal  2007  approved by the Board. Such annual budget
                         shall  be  updated  to    reflect    any    Acquisition
                         Transactions  that  are  completed  during Fiscal 2007.
                         This  bonus  award  shall  be  paid  on April 15, 2008.



10       $12,500         If  the  Company's  operating  income  for Fiscal 2007,
                         which shall be determined in good faith by the Board in
                         accordance  with  GAAP,  is  in excess of the projected
                         operating  income  for  Fiscal 2007 as set forth in the
                         annual  budget  for  Fiscal 2007 approved by the Board.
                         Such  annual  budget  shall  be  updated to reflect any
                         Acquisition  Transactions  that  are  completed  during
                         Fiscal  2007.  This  bonus award shall be paid on April
                         15,  2008.



11       $12,500         Upon  the  achievement  of  a performance objective for
                         Fiscal  2007 to be determined mutually by the Board and
                         Executive.  This bonus award shall be paid on April 15,
                         2008.


                                    PAGE B-2


During  the  Renewal Term of this Agreement, if any, Executive shall be eligible
for  (a)  a  $12,500  bonus  upon  the  achievement of each of three performance
objectives  to  be  determined  mutually  by the Board and Executive and (b) any
other  bonuses  determined  mutually  by  the  Board  and  Executive.

"FINANCING  TRANSACTION" means any transaction or series of related transactions
approved by the Board involving the sale of either equity or debt by the Company
for  the  primary  purpose  of  capital  raising.

"SECONDARY  OFFERING  FINANCING  TRANSACTION"  means  any  Financing Transaction
pursuant  to  an  underwritten  public  offering.



                                    PAGE B-3


                                                                       EXHIBIT C
                         FORM OF STOCK OPTION AGREEMENT
                                   (Attached)

                                    PAGE C-1




                                                                       EXHIBIT D
                          FORM OF INVENTIONS AGREEMENT
                                   (Attached)




                                    PAGE D-1