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                                                                   EXHIBIT 10.15

                SPACEDEV INC. CODE OF BUSINESS CONDUCT AND ETHICS
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SpaceDev strives to achieve the highest business and personal ethical standards
as well as compliance with the laws and regulations that apply to our business.
Adherence to the standards contained in this Code will help to ensure decisions
that reflect care for all of our stakeholders. This CODE OF BUSINESS CONDUCT AND
ETHICS (the "Code") is intended as an overview of the Company's guiding
principles and not as a restatement of Company policies and procedures.

This Code cannot and is not intended to cover every applicable law or provide
answers to all questions that might arise; for that we must ultimately rely on
each person's good sense of what is right, including a sense of when it is
proper to seek guidance from others on the appropriate course of conduct.
Because our business depends upon the reputation of the Company and its
directors, officers and employees for integrity and principled business conduct,
in many instances this Code goes beyond the requirements of the law.

Employees should refer to the confidential and proprietary policies contained in
the SpaceDev Employee Handbook. This Code is a statement of goals and
expectations for individual and business conduct. It is not intended to and does
not in any way constitute an employment contract or assurance of continued
employment, and does not create any rights in any employee, client, supplier,
competitor, shareholder or any other person or entity.

It is the obligation of each and every director, officer and employee of
SpaceDev to become familiar with the goals and policies of the Company and
integrate them into every aspect of our business. Our ethics are ultimately
determined by all of us as we do our daily jobs. Our standard has been, and will
continue to be, that of the highest ethical conduct.

CONFLICTS OF INTEREST
---------------------

Directors, officers and employees of SpaceDev have a duty of loyalty to the
Company, and must therefore avoid any actual or apparent conflict of interest
with the Company. A conflict situation can arise when an employee, officer or
director takes actions or has interests that may make it difficult to perform
his or her work objectively and effectively. Conflicts of interest also arise
when an employee, officer, or director, or a member of his or her family,
receives improper personal benefits as a result of his or her position in the
Company. If such a situation arises, employees must immediately report the
circumstances to their immediate supervisor, officer or director of the Company.
The Chief Executive Officer and members of the Board of Directors must report
any such circumstances to the Corporate Audit Committee. To review the policy
and specific employee reporting procedures, employees should refer to the
Company's Employee Handbook.

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CORPORATE OPPORTUNITIES
-----------------------

No director, officer or employee may: (a) take for himself or herself personally
opportunities that are discovered through the use of Company property,
information or position; (b) use Company property, information or position for
personal gain; or (c) compete with the Company. Employees, officers and
directors owe a duty to the Company to advance its legitimate interests when the
opportunity to do so arises.

USE OF INSIDE INFORMATION
-------------------------

It is the Company's goal to protect shareholder investments through strict
enforcement of the prohibition against insider trading set forth in federal
securities laws and regulations. No director, officer or employee may buy or
sell securities of SpaceDev at a time when in possession of "material non-public
information." (There is, however, an exception for trades made pursuant to
certain pre-existing trading plans established in compliance with applicable
law.) Passing such information to someone who may buy or sell securities is also
prohibited. The prohibition on insider trading applies to SpaceDev's securities
and to securities of other companies if the director, officer or employee learns
of material non-public information about those other companies in the course of
his or her duties for SpaceDev. This prohibition also extends to certain
non-employees who may learn about the "material non-public information" about
the Company, such as spouses, relatives, and close friends of directors,
officers or employees. Insider trading is both unethical and illegal and will be
dealt with firmly. To review the policy and for specific employee reporting
procedures, employees should refer to the Company's Employee Handbook.

FAIR DEALING
------------

Each director, officer and employee shall endeavor to deal fairly and in good
faith with SpaceDev customers, shareholders, employees, suppliers, regulators,
business partners, competitors and others. No director, officer or employee
shall take unfair advantage of anyone through manipulation, concealment, abuse
of privileged or confidential information, misrepresentation, fraudulent
behavior or any other unfair dealing practice.

CONFIDENTIALITY
---------------

All directors, officers and employees should maintain the confidentiality of
information entrusted to them by the Company, its business partners, suppliers,
customers or others related to SpaceDev's business. Such information must not be
disclosed to others, except when disclosure is authorized by SpaceDev or legally
mandated. Confidential information includes all non-public information that
might be of use to competitors or harmful to SpaceDev, or its customers, if
disclosed. To review the policy and for specific employee reporting procedures,
employees should refer to the Company's Employee Handbook.

PROTECTION AND USE OF COMPANY ASSETS
------------------------------------

Company assets, such as information, materials, supplies, time, intellectual
property, software, hardware, and facilities, among other property, are valuable
resources owned, licensed to, or otherwise belonging to the Company.
Safeguarding Company assets is the responsibility of all directors, officers and
employees. All Company assets should be used for legitimate business purposes.


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The personal use of Company assets without permission is prohibited. To review
the policy and for specific employee reporting procedures, employees should
refer to the Company's Employee Handbook.

ACCOUNTING PRACTICES
--------------------

It is the policy of SpaceDev to fully and fairly disclose the financial
condition of the Company in compliance with applicable accounting principles,
laws, rules and regulations. All books and records of SpaceDev shall be kept in
such a way as to fully and fairly reflect all Company transactions.

COMPLIANCE WITH LAWS, RULES, REGULATIONS
----------------------------------------

SpaceDev takes a proactive stance on compliance with all applicable laws, rules,
and regulations, including securities laws, insider-trading laws and applicable
anti-trust laws. In addition, Spacedev requires that its officers and employees
comply with the following work-place policies and applicable laws and
regulations:

DISCLOSURE

SpaceDev is a reporting company under the Securities Exchange Act of 1934 and,
as such has certain disclosure obligations to which it must adhere. All
directors, officers and employees of the Company responsible for the preparation
and filing of such disclosure shall be responsible for ensuring that the
periodic reports of the Company contain full, fair, accurate, timely and
understandable disclosure. In preparing the periodic reports of the Company, the
directors, officers and employees of the Company shall act in good faith,
responsibly, with due care, competence and diligence, without misrepresenting
material facts or allowing one's independent judgment to be subordinated.

EQUAL EMPLOYMENT OPPORTUNITY

SpaceDev's people are a key source of our competitive edge. The Company strongly
supports and recognizes its responsibility to provide equal employment
opportunities to all qualified individuals. The Company places a high value on
diversity. The Company strongly believes that all people are unique and valuable
and should be respected for their individual abilities.

In support of this goal the Company has established a corporate policy regarding
discrimination or harassment on the basis of race, gender, age, color, religion,
disability status, Veteran status, sexual orientation, marital status, or
ethnic, national, or Appalachian regional origin, or any other characteristic
protected by law. The policy applies to all personnel relationships including,
but not limited to: promotions, transfers, training, job assignments, job
stations, hours of work, rates of pay, working conditions, terminations, and all
terms and conditions of employment. The Company will take affirmative action to
employ qualified disabled veterans, veterans of the Vietnam era, disabled
persons, minorities, and women. All officers and employees are expected to
adhere to the laws, regulations and Company policies relating to equal
opportunity, affirmative action and non-discrimination. To review the policy and
for specific employee reporting procedures, employees are instructed to refer to
the Company's Employee Handbook.

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HARASSMENT FREE WORKPLACE

SpaceDev maintains a strict Harassment Free Workplace policy. The Company
requires all officers and employees to treat each other, customers, and all
other persons encountered in the course of business with respect. To review the
applicable policies and for specific employee reporting procedures, employees
should refer to the Company's Employee Handbook.

THREATS & VIOLENCE

SpaceDev strives to maintain a work environment that is free from intimidation,
threats or violent acts. To review the applicable policies, employees should
refer to the Company's Employee Handbook.

DRUG, ALCOHOL & TOBACCO USE

SpaceDev wants to establish and maintain a work environment that is free from
the effects of alcohol and drug abuse. To review the applicable policies,
employees should refer to the Company's Employee Handbook.

FOREIGN CORRUPT PRACTICES ACT (FCPA)

U.S. law generally prohibits the Company from making or offering to make a
payment, promise or granting another benefit, directly or indirectly, to a
"foreign official", foreign candidate for political office or foreign political
party for the purpose of improperly causing the foreign official, candidate or
political party to act or cause an act for the benefit of the Company or a
subsidiary. "Foreign official" may include employees of state owned foreign
companies as well as governmental officials. Those directors, officers or
employees whose jobs subject them to interactions with foreign countries and
foreign based companies should request and receive FCPA compliance training from
the Legal Department and should immediately contact the Legal Department at
513-287-2644, with respect to any questions regarding business conduct with
foreign entities.

GIFTS, BRIBES AND KICKBACKS

Other than for modest gifts given or received in the normal course of business
(including travel or entertainment), neither you nor your relatives may give
gifts to, or receive gifts from, SpaceDev's clients and vendors. Other gifts may
be given or accepted only with prior approval of your senior management. In no
event should you put SpaceDev or yourself in a position that would be
embarrassing if the gift was made public.

Dealing with government employees is often different than dealing with private
persons. Many governmental bodies strictly prohibit the receipt of any
gratuities by their employees, including meals and entertainment. You must be
aware of and strictly follow these prohibitions.

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Any associate who pays or receives bribes or kickbacks will be immediately
terminated and reported, as warranted, to the appropriate authorities. A
kickback or bribe includes any item intended to improperly obtain favorable
treatment.

CITIZENSHIP
-----------

CIVIC AND POLITICAL PARTICIPATION

SpaceDev is an active participant in the democratic process at the national,
state and local levels, within the parameters of the law. SpaceDev also
encourages all employees to participate in our political system by voting,
speaking out on public issues, and becoming active in civic and political
activities. It is important, however, that directors, officers and employees
clearly distinguish their personal views from those of the Company, unless
specifically authorized by the Company to speak on the Company's behalf.

POLITICAL CONTRIBUTION

Laws of certain jurisdictions (including the U.S. federal government) govern
SpaceDev's actions in contributing, directly or indirectly, to any candidate for
public office, political parties, or other political organizations. However,
directors, officers and employees are free to contribute to candidates or
otherwise partake in the political process in their individual capacity. In
fact, the Company highly encourages its directors, officers and employees to
take part in the political process, but employees may not be given time off with
pay for political activity and may not use Company funds or assets for
contributions of any kind to a political party or candidate for elected public
office.

LOBBYING

SpaceDev recognizes the right of any director, officer and employee, as a
citizen, to communicate with his or her elected public officials and the Company
encourages directors, officers and employees to do so. However, if requested to
make such contact on behalf of the Company, such persons must be cognizant of
state and/or federal laws regarding lobbying activities and strictly follow the
applicable guidelines and reporting requirements.

CONTACT WITH COURTS AND STATE AND FEDERAL AGENCIES

All employees must avoid discussing with decision-makers any matters pending
before courts or agencies affecting the Company unless the employee is part of
the Company's legal counsel or authorized by the Company to do so.

CHARITABLE ACTIVITIES

SpaceDev is committed to maintaining good will and to being a good civic
neighbor. Directors, officers and employees are encouraged to serve on
non-profit boards and in other volunteer capacities. However, if a director,
officer or employee serves in any capacity with a not-for-profit organization,
such person may not represent either the Company or the organization in any
transactions between them.

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DUTY TO REPORT AND CONSEQUENCES
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Every director, officer and employee has a duty to adhere to this CODE OF
BUSINESS CONDUCT AND ETHICS and all existing Company policies and to report to
the Company any suspected violations in accordance with applicable procedures.

Employees shall report suspected violations of Company policies contained in the
Employee Handbook by following the reporting procedures as stated in the
Employee Handbook.. All other suspected violations of the Code must be reported.
The Company will investigate any matter so reported and may take appropriate
disciplinary and corrective action, up to and including termination. The Company
forbids retaliation against employees who report violations of this CODE OF
BUSINESS CONDUCT AND ETHICS in good faith.

Any employee who ignores or violates any of SpaceDev's ethical standards, and
any officer or manager who penalizes a subordinate for trying to follow these
ethical standards, will be subject to corrective action, including possible
immediate dismissal. Please refer to the Company's Employee Handbook. However,
it is not the threat of discipline that should govern your actions. We hope you
share our belief that a dedicated commitment to ethical behavior is the right
thing to do and is good business.

SCOPE
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This Code does not supercede, change or alter the existing Company policies and
procedures already in place as stated in the Employee Handbook and communicated
to Company employees. Certain policies referred to herein are contained in the
Employee Handbook, and Company employees are instructed to refer to this
Handbook for a copy of those policies and required reporting procedures. As
previously indicated, the Employee Handbook contains information that is
proprietary and confidential, and the Company hereby expressly denies waiving
any right to assert claims that the contents of the Employee Handbook are
proprietary and/or confidential.

No Company policy can provide definitive answers to all questions. If employees
have questions regarding any of the goals, or standards discussed or policies
referenced in this Code or are in doubt about the best course of action in a
particular situation, the employee should refer to the Employee Handbook, their
immediate supervisor, or officer or director of the Company.

Any waivers of this Code for executive officers or directors may be made only by
the Board of Directors or a Board committee to which such responsibility has
been delegated, and must be promptly disclosed to shareholders.

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