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                                                                   EXHIBIT 10.13



                              [SPACEDEV LOGO HERE]







                              EMPLOYMENT AGREEMENT

                                 BY AND BETWEEN

                                 SPACEDEV, INC.

                                       AND

                                EMERY E. SKARUPA












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                                 SPACEDEV, INC.
                              EMPLOYMENT AGREEMENT

         This At-Will Employment Agreement ("Agreement") is made and entered
into as of the date written next to the signature lines by and between SPACEDEV,
INC., a Colorado corporation (the "Company"), and the undersigned individual
(the "Employee").

         1. EMPLOYMENT. The Company hereby employs Employee as the position
listed on Schedule A to this Agreement which incorporated herein by this
reference. Employee accepts such employment and agrees to perform services for
the Company, subject always to such resolutions as are established from time to
time by the Board of Directors of the Company and its President.

         2. AT-WILL EMPLOYMENT. Employee acknowledges and understands that the
employment is "at-will". Employee and Company may terminate this Agreement at
any time with or without cause and without notice.

         3. POSITION AND DUTIES.

              3.1. SERVICES WITH THE COMPANY. Employee agrees to perform such
duties and exercise such powers as specified under Schedule A and as may from
time to time be assigned to Employee by the Company's Board of Directors (the
"Board") and its President. Employee shall duly and diligently perform all
duties assigned to Employee while in the employ of the Company. Employee shall
be bound by and faithfully observe and abide by all rules and regulations of the
Company which are brought to their notice or of which they should be reasonably
aware.

              3.2. NO CONFLICTING DUTIES. Employee shall devote sufficient
productive time, ability, and attention to the business of the Company during
the term of this Agreement in a manner that will serve the best interests of the
Company. During the term hereof, Employee shall not serve as an officer,
director, employee, consultant or advisor to any other business without the
prior written consent of the Company's Board, which shall not be unreasonably
withheld. Employee hereby confirms Employee is under no contractual commitments
inconsistent with Employee's obligations set forth in this Agreement. During the
term of this Agreement, Employee will not render or perform services, or enter
into any contract to do so, for any other corporation, firm, entity or person
that are inconsistent with the provisions of this Agreement. This Agreement
shall not be interpreted to prohibit Employee from making passive personal
investments or conduct private business affairs if those activities do not
materially interfere with the services required under this Agreement. However,
Employee shall not directly or indirectly, acquire, hold, or retain any interest
in any business competing with or similar in nature to the business of the
Company.

              3.3. COMPETITIVE ACTIVITIES. During the term of this Agreement,
Employee shall not, directly or indirectly, either as an employee, employer,
consultant, agent, principal, partner, stockholder, corporate officer, director,
or in any other individual or representative capacity, engage or participate in
any business that is in competition in any manner whatsoever with the business
of the Company.

              3.4. UNIQUENESS OF EMPLOYEE'S SERVICES. Employee hereby represents
and agrees that the services to be performed under the terms of this Agreement
are of a special, unique, unusual, extraordinary, and intellectual character
that gives them a unique value, the loss of which cannot be adequately
compensated in damages in an action at law. Employee, therefore, expressly
agrees that the Company, in addition to any other rights or remedies that the
Company may possess, shall be entitled to injunctive and other equitable relief
to prevent or remedy the breach of this Agreement by Employee.

         4. COMPENSATION.

              4.1. BASE SALARY. As compensation for all services to be rendered
by Employee under this Agreement, the Company shall pay to Employee a base
annual salary as described in Schedule A. Employee's salary shall be paid on a
regular basis in accordance with the Company's normal payroll procedures and
policies.

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              4.2. BONUS. Based on the Company's performance and Employee's
success in meeting annual objectives, the Company has the discretion to offer
Employee an annual bonus in cash and/or stock and/or stock options. A
description of the Bonus Compensation is set forth in Schedule A along with the
conditions and criteria.

              4.3 INCENTIVE STOCK OPTION. The Company has adopted an Incentive
Stock Option Plan (the "Plan") which Employee shall be eligible to participate
in.. A copy of the Plan is being provided to Employee concurrently with this
Agreement. Any incentive stock options issued to Employee shall be subject to
the terms and conditions of the Plan.

              4.4. MEDICAL INSURANCE. Employee shall have the right to
participate in the Company's comprehensive medical insurance plan upon the terms
and conditions of other similar situated employees of the Company.

              4.5. EXPENSES. The Company shall reimburse Employee for all
pre-approved business or travel expenses and office-related expenses incurred by
Employee in the performance of Employee's duties.

              4.6. ANNUAL VACATION. Employee shall be entitled vacation time
each year without loss of compensation. The number of vacation days is specified
in Schedule A of this Agreement. In the event that Employee is unable for any
reason to take the total amount of vacation time authorized herein during any
year, Employee shall be deemed to have waived any entitlement to vacation time
for that year, unless a carryover is specifically approved by the Company in
writing.

         5. PROPRIETARY MATTER. Except as permitted or directed by the Company,
Employee shall not during the term of employment or at any time thereafter
divulge, furnish, disclose, or make accessible (other than in the ordinary
course of the business of the Company) to anyone for use in any way any
confidential, secret, or proprietary knowledge or information of the Company
("Proprietary Matter") which Employee has acquired or become acquainted with or
will acquire or become acquainted with, whether developed by himself or by
others, including, but not limited to, any trade secrets, confidential or secret
designs, processes, formulae, software or computer programs, plans, devices or
material (whether or not patented or patentable, copyrighted or copyrightable)
directly or indirectly useful in any aspect of the business of the Company, any
confidential customer, distributor or supplier lists of the Company, any
confidential or secret development or research work of the Company, or any other
confidential, secret or non-public aspects of the business of the Company.
Employee acknowledges that the Proprietary Matter constitutes a unique and
valuable asset of the Company acquired at great time and expense by the Company,
and that any disclosure or other use of the Proprietary Matter other than for
the sole benefit of the Company would be wrongful and would cause irreparable
harm to the Company. Both during and after the term of this Agreement, Employee
will refrain from any acts or omissions that would reduce the value of
Proprietary Matter to the Company. The foregoing obligations of confidentiality,
however, shall not apply to any knowledge or information which is now published
or which subsequently becomes generally publicly known, other than as a direct
or indirect result of the breach of this Agreement by Employee.

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

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         7. SOLICITATION OF CUSTOMERS AND SOLICITATION OF EMPLOYEES.

              7.1. AGREEMENT NOT TO SOLICIT CUSTOMERS. Employee agrees that
during the term of employment by the Company hereunder and for the period in
which any covenant not to compete is in effect hereunder, Employee will not,
either directly or indirectly, on Employee's own behalf or in the service or on
behalf of others, solicit, divert or appropriate, or attempt to solicit, divert,
or appropriate, to any competing business (i) any person or entity whose account
is with the Company or any distributor of the Company that is/was sold or
serviced by or under the direct or indirect supervision of Employee during the
year preceding the termination of such employment, or (ii) any person or entity
whose account has been directly solicited at least twice by the Company within
the eighteen (18) month period prior to the date of any above described event.

              7.2. AGREEMENT NOT TO SOLICIT EMPLOYEES. During Employee's
employment by the Company hereunder and for the three-year period following the
termination of such employment for any reason, Employee shall not, either
directly or indirectly, on Employee's own behalf or in the service or on behalf
of others solicit, divert or hire away, or attempt to solicit, divert or hire
away any person then employed by the Company or serving the Company as an
independent contractor.

         8. SURRENDER OF RECORDS AND PROPERTY. Upon termination of employment
with the Company, Employee shall deliver promptly to the Company all records,
electronic media, manuals, books, blank forms, documents, letters, memoranda,
notes, notebooks, reports, data, tables, and calculations or copies thereof,
which are the property of the Company and which relate in any way to the
business, products, practices or techniques of the Company, and all other
property (keys, office equipment, computers, mobile phones, credit cards, etc.)
of the Company and Proprietary Matter, including but not limited to, all
documents which in whole or in part contain any trade secrets or confidential
information of the Company, which in any of these cases are in Employee's
possession or under Employee's control.

         9. ASSIGNMENT. This Agreement shall not be assignable, in whole or in
part, by either party without the written consent of the other party, except
that the Company may, without the consent of Employee, assign its rights and
obligations under this Agreement to any corporation, firm or other business
entity (i) with or into which the Company may merge or consolidate, or (ii) to
which the Company may sell or transfer all or substantially all of its assets or
of which fifty percent (50%) or more of the equity investment and of the voting
control is owned, directly or indirectly, by, or is under common ownership with,
the Company. Upon such assignment by the Company, the Company shall obtain the
assignees' written agreement enforceable by Employee to assume and perform, and
after the date of such assignment, the terms, conditions, and provisions imposed
by this Agreement upon the Company. After any such assignment by the Company and
such written agreement by the assignee, the Company shall be discharged from all
further liability hereunder and such assignee shall thereafter be deemed to be
the Company for the purposes of all provisions of this Agreement including this
section.

         10. INJUNCTIVE RELIEF. Employee agrees that it would be difficult to
compensate the Company fully for damages for any violation of the provisions of
this. Accordingly, Employee specifically agrees that the Company shall be
entitled to temporary and permanent injunctive relief to enforce the provisions
of this Agreement. This provision with respect to injunctive relief shall not,
however, diminish the right of the Company to claim and recover damages in
addition to injunctive relief.

         11. INDEMNIFICATION. The company shall indemnify Employee as provided
in the California Corporations Code, Company Articles or Company's Bylaws in
effect at the commencement of this Agreement. The scope of indemnification to
which Employee is entitled shall not be diminished, but may be expanded by the
Company, by amendment of the Company's Bylaws, Articles of Incorporation or
otherwise. Employee shall indemnify and hold the Company harmless from all
liability for loss, damages or injury resulting from the negligence or
misconduct of Employee.

         12. MISCELLANEOUS.

              12.1 GOVERNING LAW. This Agreement is made under and shall be
government by and construed in accordance with the laws of the State of
California.

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              12.2 PRIOR AGREEMENTS AND ARBITRATION. This Agreement contains the
entire agreement of the parties relating to the subject matter hereof and
supersedes all prior agreements and understandings with respect to such subject
matter, and the parties hereto have made no agreements, representations or
warranties relating to the subject matter of this Agreement which are not set
forth herein. Any dispute(s) or differences(s) which arise during the course of
this Agreement and which either involve its interpretation or meaning, or relate
to performance required hereunder shall be submitted to and resolved by binding
arbitration; provided, however, that the parties are not waiving and are
expressly reserving their right to seek injunctive relief by judicial process.
Nevertheless, the parties may, by subsequent consent, agree to submit requests
for injunctive relief to an arbitrator or arbitration panel. If either party
shall, in the opinion of the other party, be in breach of or default in the
performance or observance of any term or condition of this Agreement, the
non-defaulting party shall notify the defaulting party in writing of such fact,
and the defaulting party shall have ten (10) days from the receipt of such
notice to remedy or correct such breach or default. If the non-defaulting party
asserts that the breach or default has not been timely and properly cured, it
may commence arbitration as described herein and ask the arbitrator to deem this
Agreement terminated and/or grant such relief as is shown appropriate. In the
event the parties are unable to agree upon an arbitrator to hear and resolve
their differences (hereinafter the "Dispute"), each party shall designate one
person licensed as an attorney in California. Said two attorneys shall select
the neutral arbitrator. Unless agreed upon by the parties to the contrary,
arbitration shall be by a single, neutral arbitrator (hereinafter, the
"Arbitrator"). If the two designated attorneys cannot agree on the selection of
the Arbitrator, the matter of the selection of the Arbitrator shall be submitted
to the presiding judge of the Sacramento County Superior Court. In such event,
the selection shall be limited to one person from a panel of retired judges,
each party hereto submitting three names for the court to consider and from
which the Arbitrator shall be selected. The Arbitrator shall have the full and
absolute authority to interpret this Agreement, to deem conduct by the parties
as either in compliance with or in breach of this Agreement, to terminate this
Agreement, and (if a breach is found) to award appropriate damages or relief.
The Dispute shall be settled in accordance with then existing substantive law
and, to the fullest extent possible, with California substantive law. While
evidence may be accepted, omitted, considered or excluded in the discretion of
the Arbitrator, the Arbitrator shall be bound by the California rules of
evidence and by the California Arbitration Act (CCP 1280 et seq.). The final
decision of the Arbitrator shall be served on the parties, in writing, within
twenty (20) days after conclusion of the arbitration hearing. The Arbitrator's
decision shall be binding and conclusive. Neither party shall pursue, prosecute
or otherwise file any legal action or proceeding (other than to seek injunctive
relief as described above). Except as provided in CCP 1286.2, no appeal shall be
taken from the Arbitrator's decision or from any subsequent court order
confirming said decision. The parties shall equally advance the costs incurred
by arbitration. The Arbitrator, however, shall have the discretion to award such
costs as well as attorneys' fees to the party prevailing in the arbitration
proceedings.

              12.3 WITHHOLDING TAXES. The Company may withhold from any benefits
payable under this Agreement all federal, state, city or other taxes as shall be
required pursuant to any law or governmental regulation or ruling.

              12.4 AMENDMENTS. No amendment or modification of this Agreement
shall be deemed effective unless made in writing signed by the parties hereto.

              12.5 NO WAVIER. No term or condition of this Agreement shall be
deemed to have been waived nor shall there be any estoppel to enforce any
provisions of this Agreement, except by a statement in writing signed by the
party against whom enforcement of the waiver or estoppel is sought. Any written
waiver shall not be deemed a continuing waiver unless specifically stated, shall
operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future or as to any act
other than that specifically waived.

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              12.6 SEVERABILITY. To the extent any provision of this Agreement
shall be invalid or unenforceable, it shall be considered deleted here from and
the remainder of such provision and of this Agreement shall be unaffected and
shall continue in full force and effect.

              12.7 SURVIVAL. Sections 5, 6, 7, and 8 shall survive termination
of this Agreement.

              12.8 NOTICES. Any and all notices, requests or other
communications required or permitted in or by any provision of this Agreement
shall be in writing and may be delivered personally or by certified mail
directed to the addressee at such person's or entity's last known post office
address, and if given by certified mail, shall be deemed to have been delivered
when deposited in such, mail postage prepaid.

              12.9 LEGAL PROCEEDINGS. In the event of legal proceedings,
including arbitration as set forth in Section 13.2 above, the prevailing party
shall be entitled, in addition to such relief as is deemed to be appropriate, to
recover such costs and reasonable attorneys' fees as are incurred therein.


              This Agreement is executed on May 24, 2002, in San Diego,
California.



COMPANY:
SPACEDEV, INC.
                                                       EMPLOYEE:

By: /s/ James W. Benson                                /s/ Emery E. Skarupa
-----------------------                                --------------------
Title:  CEO


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                                 SPACEDEV, INC.
                           EMERY SKARUPA --SCHEDULE A

STARTING DATE:  May 28, 2002
POSITION:  Vice President of Operations
DUTIES AND RESPONSIBILITIES:
================================================================================
     JOB DESCRIPTION: As Vice President of Operations, you will be responsible
     for managing all engineering and manufacturing aspects of the Company
     including the development of short-term and long-term planning and program
     management and assisting with strategic sales and finance planning. You
     will report directly to the CEO.
     RESPONSIBILITIES INCLUDE BUT ARE NOT LIMITED TO: Help build a corporate
     culture based on the "microcomputer way of thinking" and "Great Group"
     theory - meaning using smaller, modern technology, innovative and creative
     thinking in all departments - especially engineering.
              Foster a united and mutually cooperative team spirit, and
     structure the management infrastructure to encourage and reward creativity,
     while isolating the designers, engineers and technicians from such mundane
     distractions as procurement hassles, etc.
              Help build an aggressive and productive sales force to accomplish
     the short-term and long-term growth of profitable new business in the
     commercial, military and civil sectors.
              Accomplish the efficient and profitable growth and performance of
     the satellite and propulsion programs and their projects by implementing
     simple but standard procedures that enable fast turnaround projects, high
     quality and profitability, without burdening the project teams with
     unnecessary procedures and techniques.
              Standardize, distribute and implement common procedures for
     cost-effective and smoothly operating requisitioning, purchasing (with our
     own standard terms and conditions), receiving, inspection, acceptance and
     storage of such purchases.
              Standardize and implement a robust employee review system.
              Seek highly motivated and enthusiastic new employees at or below
     the market, while offering potentially valuable incentives for performance
     and employment longevity. Weed out the deadwood.
================================================================================
BASE SALARY PER ANNUM: $100,000. BONUS: Company and Employee agree to work
together in the first 30 days to agree on mutually acceptable goals and
objectives for a performance bonus.
SPACEDEV STOCK OPTIONS: Employee is eligible to participate in the SpaceDev's
annual Incentive Stock Option Plan. Employee will also receive incentive stock
options (defined in the Stock Option Plan) to purchase up to 120,000 SpaceDev
common shares to be granted at the date of the signing of this agreement and
vesting over a period of 60 months, as follows:

         ------------------- ------------------------ --------------------------
         STOCK OPTIONS       EXERCISE PRICE           VESTING
         ------------------- ------------------------ --------------------------
         12,000              FMV* at Grant Date       6 mos. after Grant Date
         ------------------- ------------------------ --------------------------
         12,000              FMV at Grant Date        12 mos. after Grant Date
         ------------------- ------------------------ --------------------------
         12,000              FMV at Grant Date        18 mos. after Grant Date
         ------------------- ------------------------ --------------------------
         12,000              FMV at Grant Date        24 mos. after Grant Date
         ------------------- ------------------------ --------------------------
         12,000              FMV at Grant Date        30 mos. after Grant Date
         ------------------- ------------------------ --------------------------
         12,000              FMV at Grant Date        36 mos. after Grant Date
         ------------------- ------------------------ --------------------------
         12,000              FMV at Grant Date        42 mos. after Grant Date
         ------------------- ------------------------ --------------------------
         12,000              FMV at Grant Date        48 mos. after Grant Date
         ------------------- ------------------------ --------------------------
         12,000              FMV at Grant Date        54 mos. after Grant Date
         ------------------- ------------------------ --------------------------
         12,000              FMV at Grant Date        60 mos. after Grant Date
         ------------------- ------------------------ --------------------------
         * Fair Market Value
VACATION DAYS PER ANNUM: 3 weeks (combined vacation & sick leave), 2 Personal
Days
MEDICAL/DENTAL/OTHER BENEFITS PLAN: Standard SpaceDev Plan per Employee
Handbook.

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