EXHIBIT 10.3

                         EXECUTIVE EMPLOYMENT AGREEMENT

     THIS  EXECUTIVE EMPLOYMENT AGREEMENT (this "AGREEMENT") is made and entered
into  December  20,  2005, by and between SpaceDev, Inc., a Colorado corporation
(together  with  its  successors,  the  "COMPANY"),  and  James  W.  Benson
("EXECUTIVE").
                                    RECITALS

     WHEREAS,  Executive  currently  serves  as  Chief  Executive Officer of the
Company;

WHEREAS,  the Company desires to continue to employ Executive in the capacity of
Chief  Technology  Officer  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.

                                      PAGE 1

     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 Technology Officer of the
Company.  Executive  shall  perform  all services appropriate to those positions
and  as  assigned  by  the  Company's Chief Executive Officer (the "CEO") or, if
there  be  no  Chief Executive Officer, by the Board of Directors (the "BOARD").
Such  services  shall  be  consistent  with  the  Outline of Executive Roles and
Responsibilities  for  Chief  Technology  Officer,  a  copy of which is attached
hereto  as  Exhibit  A,  as such Outline may be modified by the CEO or 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 CEO or the
Board,  including,  in  the  discretion  of the CEO or 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 Fourteen
Thousand  Dollars  ($14,000) 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  Fifteen  Thousand Five Hundred Dollars ($15,500) 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 Seventeen Thousand Dollars ($17,000) per month.
The  Base  Salary  during  the Renewal Term, if any, shall be at least Seventeen
Thousand  Dollars  ($17,000).  The Base Salary shall be payable semi-monthly (or

                                      PAGE 2

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 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
950,000 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, 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

                                      PAGE 3

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. All unused paid time off that has accrued through the
date  hereof shall continue to be available to Executive in accordance with such
plans  and  policies  and  applicable  law.

     (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) 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 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.

                                      PAGE 4


(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 CEO or
     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  CEO  or 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 CEO and 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;

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

                                      PAGE 5

          (iii)  any  Change  in  Control  (as defined in the Option Agreement);
     unless  following  a Change in Control the successor organization offers to
     continue  this  Agreement for one (1) year following such Change in Control
     or offers Executive a one (1) year contract incorporating substantially all
     of  the terms of this Agreement and maintaining, at least, his then current
     Base  Salary  and  benefits.

          (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 CEO and 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.

Furthermore,  notwithstanding  the  foregoing,  the parties understand and agree
that  the removal of Executive from his position as Chairman shall not be deemed
an  event  or  condition  constituting  Good  Reason.

     (e)     Without  Cause  or  Without Good Reason.  The Company 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

                                      PAGE 6

     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 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

                                      PAGE 7

     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.

          (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

                                      PAGE 8

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,
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  8  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.

                                      PAGE 9

          (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.

     (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

                                     PAGE 10

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.

(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.

                                     PAGE 11

     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.

     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

                                     PAGE 12

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.

     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 other 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/ Richard  B. Slansky
         ---------------------------
          Richard  B. Slansky
          President

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


     EXECUTIVE:

         /s/ James W. Benson
         ---------------------------
          James W. Benson

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


                                      PAGE


                                                                       EXHIBIT A

                 OUTLINE OF EXECUTIVE ROLES AND RESPONSIBILITIES

-     Lead  the  ongoing  development and refinement of the Company's technology
development  roadmap  and  implementation  strategy;
-     Manage  a to be established corporate R&D program subject to its annual or
as  need  review  by  the  CEO  and  the  Board  of  Directors;
-     Identify  and  pursue  strategic  potential new lines of business that are
consistent  with  the  mission  and  goals  of  the  Company;
-     Identify  potential  business  alliances  or acquisition opportunities and
then  transition  opportunities to the appropriate internal resource for further
inquiry  and  due  diligence;
-     Serve  as advisor on new project kick-offs, proof-of-concept technologies,
and  product  initiatives;
-     Participate  in  executive  strategic  planning  at  the  corporate level;
-     Participate  in  Executive  staff  meetings;
-     Participate  in  the  interview  process  for  prospective  employees;
-     Advance  the  position of the Company in the aerospace industry consistent
with  the  policies  of  the  Board,  CEO  and  Executive  Management  Team;
-     Help management understanding industry and customer needs, and assure that
the  Company  can  maintain  high  customer  satisfaction  levels;
-     Professionally  represent  the  Company  at  conferences  and  symposia;
-     Draft  non-financial news releases, obtain engineering concurrence, submit
to  CEO  for  finalization,  approval  and  release;
-     Develop  and  maintain  relationships  with  academic institutions for the
purposes  of  research  collaboration;
-     Chair  technology  related  committees  as  requested  by  the  CEO;
-     Monitor  and  brief  Executive  Management  on changes and developments in
external  and  internal  industry  environment;
-     Identify  process  improvement opportunities; collaborate with the process
owners  to  implement  improvements.

                                      PAGE


                                                                      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.


1        $22,500         Upon  the  completion  of  the  proposed  Acquisition
                         Transaction  between  the  Company and Starsys Research
                         Corporation.


2        $22,500         Upon the achievement of a performance objective for the
                         fiscal  year  ending December 31, 2006 to be determined
                         mutually  by  the  CEO  and Executive. This bonus award
                         shall  be  paid  on  April  15,  2007.


3        $22,500         Upon  the  achievement  of  each  of  two  performance
                         objectives for the fiscal year ending December 31, 2007
                         to  be  determined  mutually  by the CEO and Executive.
                         Thee  bonus  awards  shall  be  paid on April 15, 2008.


4        $22,500         Upon  the  Company  entering  into each of two material
                         contracts  to  be  determined  by  the  CEO.




During  the  Renewal Term of this Agreement, if any, Executive shall be eligible
for  (a)  a  $30,000  bonus  upon  the  achievement of each of three performance
objectives  to be determined mutually by the CEO and Executive and (b) any other
bonuses  determined  mutually  by  the  Board  and  Executive.


                                      PAGE


                                                                       EXHIBIT C

                         FORM OF STOCK OPTION AGREEMENT
                                   (Attached)





                                      PAGE

                                                                       EXHIBIT D

                          FORM OF INVENTIONS AGREEMENT
                                   (Attached)






                                      PAGE