EXHIBIT F
                               SPDV-SC1987A - 001

THE TRANSFER OF THIS WARRANT IS SUBJECT TO RESTRICTIONS CONTAINED HEREIN. THIS
WARRANT HAS BEEN ISSUED IN RELIANCE UPON THE REPRESENTATION OF THE HOLDER THAT
IT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARDS THE
RESALE OR OTHER DISTRIBUTION THEREOF. NEITHER THIS WARRANT NOR THE SHARES
ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS.

W- 001                                                             28,236 SHARES
   ---



                                 SPACEDEV, INC.
                          COMMON STOCK PURCHASE WARRANT

         ISSUED AS OF: FEBRUARY 1, 2000 ("DATE OF THE INITIAL ISSUANCE")

         THIS CERTIFIES that for value received, Phillips Aerospace, (the
"Holder") is entitled to purchase from SPACEDEV, INC., a Colorado corporation
(the "Corporation"), at a purchase price of One Dollar and forty-four ($1.06)
per share (the "Warrant Price"), within thirty-six (36) months from the date of
the initial issuance of this Warrant, one share of Common Stock, par value
$.0001, of the Corporation ("Common Stock") for each Warrant comprising the
total number of Warrants set forth above. The Warrant Price per share shall be
subject to adjustment from time to time as set forth herein. The shares of
Common Stock to be issued upon exercise of Warrants are referred to herein as
"Warrant Shares."

         This Warrant evidencing the right to purchase an aggregate of up to
28,236 shares of Common Stock, is issued in connection with the agreement
between the Corporation and Holder regarding the purchase of certain electronic
components purchased by the Corporation from the Holder at a reduced price. The
sufficiency and adequacy of the Warrant is hereby acknowledged by Corporation.


                                    SECTION 1
                               EXERCISE OF WARRANT
                               -------------------

The rights represented by this Warrant may be exercised by the Holder, in whole
at any time or from time to time in part, but not as to a fractional share of
Common Stock, by the completion of the Notice of Exercise attached hereto and by
the surrender of this Warrant (properly endorsed) at the office of the
Corporation as it may designate by notice in writing to the Holder hereof at the
address of the Holder appearing on the books of the Corporation, and by payment
to the Corporation of the Warrant Price in cash or by certified or official bank
check, for each share being purchased.

In the event of any exercise of the rights represented by this Warrant, a
certificate or certificates for the shares of Common Stock so purchased,
registered in the name of the Holder, or its nominee or other party designated
in the purchase form by the Holder hereof, shall be delivered to the Holder
within thirty (30) business days after the date in which the rights represented
by this Warrant shall have been so exercised; and, unless this Warrant has
expired or has been exercised in full, a new Warrant representing the number of
shares (except a remaining fractional share), if any, with respect to which this
Warrant shall not then have been exercised shall also be issued to the Holder
within such time.



<PAGE>

The person in whose name any certificate for shares of Common Stock is issued
upon exercise of this Warrant shall for all purposes be deemed to have become
the Holder of record of such shares on the date on which this Warrant was
surrendered and payment of the Warrant Price, except that, if the date of such
surrender and payment is a date on which the stock transfer books of the
Corporation are closed, such person shall be deemed to have become the Holder of
such shares at the close of business on the next succeeding date on which the
stock transfer books are open. No fractional shares shall be issued upon
exercise of this Warrant and no payment or adjustment shall be made upon any
exercise on account of any cash dividends on the Common Stock issued upon such
exercise. If any fractional interest in a share of Common Stock would, except
for the provision of this Section 1, be delivered upon such exercise, the
Corporation, in lieu of delivery of a fractional share thereof, shall pay to the
Holder an amount in cash equal to the current market price of such fractional
share as determined in good faith by the Board of Directors of the Corporation
(the "Board").


                                    SECTION 2
                  STOCK SPLITS, CONSOLIDATION, MERGER AND SALE
                  --------------------------------------------

In the event the outstanding shares of Common Stock shall be split, combined or
consolidated, by dividend, reclassification or otherwise, into a greater or
lesser number of shares of Common Stock, the Warrant Price in effect immediately
prior to such combination or consolidation and the number of shares purchasable
under this Warrant shall, concurrently with the effectiveness of such
combination or consolidation, be proportionately adjusted.

If there shall be effected any consolidation or merger of the Corporation with
another corporation, or a sale of all or substantially all of the Corporation's
assets to another corporation, and if the holders of Common Stock shall be
entitled pursuant to the terms of any such transaction to receive stock,
securities or assets with respect to or in exchange for Common Stock, then, as a
condition of such consolidation, merger or sale, lawful and adequate provisions
shall be made whereby the Holder of this Warrant shall thereafter have the right
to receive, upon the basis and upon the terms and conditions specified herein
and in lieu of the shares of Common Stock immediately theretofore receivable
upon the exercise of such Warrant, such shares of stock, securities or assets as
may be issuable or payable with respect to or in exchange for a number of
outstanding shares of such Common Stock equal to the number of shares of such
Common Stock immediately theretofore so receivable had such consolidation,
merger or sale not taken place, and in any such case appropriate provisions
shall be made with respect to the rights and interests of the Holder to the end
that the provisions hereof shall thereafter be applicable, as nearly as may be,
in relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise of this Warrant.

         (a) STOCK TO BE RESERVED. The Corporation will at all times reserve and
         keep available out of its authorized Common Stock, solely for the
         purpose of issue upon the exercise of this Warrant as herein provided,
         such number of shares of Common Stock as shall then be issuable upon
         the exercise of this Warrant. The Corporation shall from time to time
         in accordance with applicable law increase the authorized amount of its
         Common Stock if at any time the number of shares of Common Stock
         remaining unissued and available for issuance shall not be sufficient
         to permit exercise of this Warrant. The Corporation covenants that all
         shares of Common Stock which shall be so issued shall be duly and
         validly issued and fully paid and nonassessable and free from all
         taxes, liens and charges with respect to the issue thereof, and,
         without limiting the generality of the foregoing, the Corporation will
         take all such action as may be necessary to assure that all such shares
         of Common Stock may be so issued without violation of any applicable
         law or regulation, or of any requirements of any national securities
         exchange upon which the Common Stock of the Corporation may be listed.

         (b) ISSUE TAX. The issuance of certificates for shares of Common Stock
         upon exercise of this Warrant shall be made without deduction to the
         Holders of this Warrant for any issuance tax in respect thereof
         provided that the Corporation shall not be required to pay any tax
         which may be payable in respect of any transfer involved in the
         issuance and delivery of any certificate in a name other than that of
         Holder of this Warrant.

                                       2


<PAGE>

         (c) CLOSING OF BOOKS. The Corporation will at no time close its
         transfer books against the transfer of the shares of Common Stock
         issued or issuable upon the exercise of this Warrant in any manner
         which interferes with the timely exercise of this Warrant.


                                    SECTION 3
                             NOTICES OF RECORD DATES
                             -----------------------

In the event of:

         (1)      any taking by the Corporation of a record of the Holders of
                  any class of securities for the purpose of determining the
                  Holders thereof who are entitled to receive any dividend or
                  other distribution (other than cash dividends out of earned
                  surplus), or any right to subscribe for, purchase or otherwise
                  acquire any shares of stock of any class or any other
                  securities or property, or to receive any other right;

         (2)      any capital reorganization of the Corporation, any
                  reclassification, or recapitalization of the capital stock of
                  the Corporation, or any transfer of all or substantially all
                  the assets of the Corporation to, or consolidation or merger
                  of the Corporation with or into any other corporation; or

         (3)      any voluntary or involuntary dissolution, liquidation or
                  winding-up of the Corporation;

then and in each such event the Corporation will give notice to the Holder of
this Warrant specifying (i) the date on which any such record is to be taken for
the purpose of such dividend, distribution or right and stating the amount and
character of such dividend, distribution or right, and (ii) the date on which
any such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding-up is to take place,
and the time, if any is to be fixed, as of which the Holders of record of Common
Stock will be entitled to exchange their shares of Common Stock for securities
or other property deliverable upon such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding-up. Such notice shall be given at least 10 days and not more than 90
days prior to the date therein specified, and such notice shall state that the
action in question or the record date is subject to the effectiveness of a
registration statement under the Securities Act of 1933 or to a favorable vote
of shareholders, if either is required.


                                    SECTION 4
                      NO SHAREHOLDER RIGHTS OR LIABILITIES
                      ------------------------------------

This Warrant shall not entitle the Holder hereof to any voting rights or other
rights as a shareholder of the Corporation. No provision hereof, in the absence
of affirmative action by the Holder hereof to purchase shares of Common Stock,
and no mere enumeration hereon of the rights or privileges of the Holder hereof,
shall give rise to any liability of such Holder for the Warrant Price or as a
shareholder of the Corporation, whether such liability is asserted by the
Corporation or by creditors of the Corporation.


                                    SECTION 5
                            REPRESENTATIONS OF HOLDER
                            -------------------------

The Holder hereby represents and acknowledges to the Corporation that:

         (1)      this Warrant, the Common Stock issuable upon exercise of this
                  Warrant, and any securities issued with respect to either of
                  them by way of a stock dividend or stock split or in
                  connection with a recapitalization, merger, consolidation or
                  other reorganization will be "restricted securities" as such

                                       3


<PAGE>

                  term is used in the rules and regulations under the Securities
                  Act and that such securities have not been and will not be
                  registered under the Securities Act or any state securities
                  law, and that such securities must be held indefinitely unless
                  registration is effected or transfer can be made pursuant to
                  appropriate exemptions;

         (2)      it has read, and fully understands, the terms of this Warrant
                  set forth on its face and the attachment hereto, including the
                  restrictions on transfer contained herein;

         (3)      it has either a pre-existing personal or business relationship
                  with the Corporation or one of its officers, directors or
                  controlling persons;

         (4)      it is receiving this Warrant for investment and for its own
                  account and not with a view to or for sale in connection with
                  any distribution of this Warrant or the Common Stock of the
                  Corporation issuable upon exercise of this Warrant, and it has
                  no intention of selling such securities in a public
                  distribution in violation of the federal securities laws or
                  any applicable state securities laws; provided that nothing
                  contained herein will prevent Holder from transferring such
                  securities in compliance with the terms of this Warrant and
                  the applicable federal and state securities laws;

         (5)      it is an "accredited investor" within the meaning of paragraph
                  (a) of Rule 501 of Regulation D promulgated by the Securities
                  and Exchange Commission and an "excluded purchaser" within the
                  meaning of Section 25102 of the California Corporate
                  Securities Law of 1968;

         (6)      it has been afforded access to the Corporation's financial and
                  business information through disclosure meetings or otherwise,
                  and has had an opportunity to ask the Corporation's officers
                  questions regarding the Corporation and its financial and
                  business condition and to get independent advice from a
                  professional or investment advisor concerning the investment;
                  and it will not exercise the Warrant unless the same is true
                  with respect to its decision to exercise;

         (7)      it has the knowledge and experience in financial and business
                  matters to be capable of evaluating the merits and risks of
                  this investment and to protect its own interest;

         (8)      it acknowledges that an investment in the Corporation and this
                  Warrant involves a high degree of risk; and

         (9)      the Warrant, or any substitution warrant, issued to Holder (or
                  his assigns) will be imprinted with a legend in substantially
                  the form provided below:

                           "The transfer of this Warrant is subject to
                           restrictions contained herein. This Warrant has been
                           issued in reliance upon the representation of the
                           Holder that it has been acquired for investment
                           purposes and not with a view towards the resale or
                           other distribution thereof. Neither this Warrant nor
                           the shares issuable upon the exercise of this Warrant
                           have been registered under the Securities Act of
                           1933."

         (10)     the Corporation may affix the following legend (in addition to
                  any other legend(s), if any, required by applicable state
                  corporate and/or securities laws) to certificates for shares
                  of Common Stock (or other securities) issued upon exercise of
                  this Warrant ("Warrant Shares"):

                           "The securities represented by this certificate have
                           not been registered under the Securities Act of 1933
                           as amended or any state securities law, and may not
                           be sold, transferred or assigned in the absence of an
                           effective registration statement or an opinion of the
                           company's counsel that registration is not required
                           under said act."

                                       4


<PAGE>

                                    SECTION 6
                          NOTICE OF PROPOSED TRANSFERS
                          ----------------------------

The Holder of this Warrant, by acceptance hereof, agrees to comply in all
respects with the provisions of this Section 6. Prior to any proposed transfer
of this Warrant or any Warrant Shares, unless there is in effect a registration
statement under the Securities Act of 1933, as amended (the "Securities Act")
covering the proposed transfer, the Holder of such securities shall give written
notice to the Corporation of such Holder's intention to effect such transfer.
Each such notice shall describe the manner and circumstances of the proposed
transfer in sufficient detail, and shall be accompanied (except in transactions
in compliance with Rule 144) by either (i) a written opinion of legal counsel
who shall be reasonably satisfactory to the Corporation addressed to the
Corporation and reasonably satisfactory in form and substance to the
Corporation's counsel, to the effect that the proposed transfer of the Warrant
and/or Warrant Shares may be effected without registration under the Securities
Act, or (ii) a "no action" letter from the U.S. Securities and Exchange
Commission (the "Commission") to the effect that the transfer of such securities
without registration will not result in a recommendation by the staff of the
Commission that enforcement action be taken with respect thereto, whereupon the
Holder of such securities shall be entitled to transfer such securities in
accordance with the terms of the notice delivered by the Holder to the
Corporation. Each new certificate evidencing the Warrant and/or Warrant Shares
so transferred shall bear the appropriate restrictive legends set forth in
Section 5 above, except that such certificate shall not bear such restrictive
legend if, in the opinion of counsel for the Corporation, such legend is not
required in order to establish or assist in compliance with any provisions of
the Securities Act or any applicable state securities laws.


                                    SECTION 7
                  LOST, STOLEN, MUTILATED OR DESTROYED WARRANT
                  --------------------------------------------

If this Warrant is lost, stolen, mutilated or destroyed, the Corporation may, on
such terms as to indemnity or otherwise as it may in its discretion reasonably
impose (which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination and tenor as the Warrant so
lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute an
original contractual obligation of the Corporation, whether or not the allegedly
lost, stolen, mutilated or destroyed. The Warrant shall be at any time
enforceable by anyone.


                                    SECTION 8
                                   PRESENTMENT
                                   -----------

Prior to due presentment for registration of transfer of this Warrant, the
Corporation may deem and treat the Holder as the absolute owner of the Warrant,
notwithstanding any notation of ownership or other writing thereon, for the
purpose of any exercise thereof and for all other purposes, and the Corporation
shall not be affected by any notice to the contrary.


                                    SECTION 9
                                     NOTICE
                                     ------

Notice or demand pursuant to this Warrant shall be sufficiently given or made,
if sent by first-class mail, postage prepaid, addressed, if to the Holder of
this Warrant, to the Holder at has last known address as it shall appear in the
records of the Corporation, and if to the Corporation, at 4180 La Jolla Village
Drive, Suite 315, La Jolla, California 92037, Attention: SpaceDev Corporate
Counsel. The Corporation may alter the address to which communications are to be
sent by giving notice of such change of address in conformity with the
provisions of this Section 9 for the giving of notice.

                                       5


<PAGE>

                                   SECTION 10
                                  GOVERNING LAW
                                  -------------

The validity, interpretation and performance of this Warrant shall be governed
by the laws of the State of California without regard to principles of conflicts
of laws.


                                   SECTION 11
                               SUCCESSORS, ASSIGNS
                               -------------------

Subject to the restrictions on transfer by Holder set forth in Section 6 hereof,
all the terms and provisions of the Warrant shall be binding upon and inure to
the benefit of and be enforceable by the respective successors and assigns of
the parties hereto.


                                   SECTION 12
                                  SEVERABILITY
                                  ------------

Should any part but not the whole of this Warrant for any reason be declared
invalid, such decision shall not affect the validity of any remaining portion,
which remaining portion shall remain in force and effect as if this Warrant had
been executed with the invalid portion thereof eliminated, and it is hereby
declared the intention of the parties hereto that they would have executed the
remaining portion of this Warrant without including therein any such part which
may, for any reason, be hereafter declared invalid.


                                   SECTION 13
                                GENDER AND NUMBER
                                -----------------

In this Warrant, the masculine, feminine and neuter genders and the singular and
plural shall be deemed to include one another as appropriate.


                                   SECTION 14
                                    CAPTIONS
                                    --------

The descriptive headings of the various Sections or parts of this Warrant are
for convenience only and shall not affect the meaning or construction of any of
the provisions hereof.



                           [SIGNATURE PAGES TO FOLLOW]

                                       6


<PAGE>

         IN WITNESS WHEREOF, the Corporation has caused this Warrant to be duly
executed and delivered on and as of the day and year first above written by one
of its officers thereunto duly authorized.


Dated: February 1, 2000                        SPACEDEV, INC.
                                               A COLORADO CORPORATION





                                               By: /S/ Stan Dubyn
                                               --------------------------------
                                               Stan Dubyn, President







     The undersigned Holder agrees and accepts this Warrant and acknowledges
that he/she/it has read and confirms each of the representations contained in
Section 5.


                                               PHILLIPS AEROSPACE


                                               /S/ Don McKenna
                                               --------------------------------
                                               By:  Don McKenna
                                               Its:  President

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