EXHIBIT 10.1


                   SPACE EXPLORATION TECHNOLOGIES CORPORATION
                        FALCON LAUNCH SERVICES AGREEMENT


This  Launch Services Agreement ("Agreement") is entered into as of November 15,
2005   ("Effective  Date")   by   and  between  Space  Exploration  Technologies
Corporation, a Delaware corporation with headquarters at 1310 East Grand Avenue,
El  Segundo,  CA 90245 ("SpaceX") and SpaceDev, Inc., with headquarters at 13855
Stowe  Drive,  Poway  California,  92064  ("Customer").  SpaceX and Customer may
hereinafter  be  referred  to  individually  as  "Party"  and   collectively  as
"Parties."

WHEREAS, Customer desires to purchase launch services for its spacecraft and its
customers'  spacecraft with the parameters set forth in Appendix 1, Statement of
Work  ("Payload")  into  Earth  orbit;  and

WHEREAS,  SpaceX  provides  launch  services  using  the Falcon 1 Launch Vehicle
("Falcon");

NOW  THEREFORE,  the  Parties  hereby  agree  as  follows:

1.     Services  to  be  Provided.  SpaceX  shall furnish launch services on the
Falcon  in  accordance  with  Appendix  1,  Statement  of  Work,  ("Basic Launch
Services"),  subject  to the terms and conditions of this Agreement.  Additional
services  may  be  provided  by  SpaceX on a time and material basis, subject to
negotiations,  mutual agreement of the Parties, and a separate statement of work
("Additional  Services").

2.      Contract  Price.

The  Contract  Price  is  the  sum  of:
-      [***. . .***]
-      [***. . .***]
-      [***. . .***]

-  Purchase  with  pricing set forth in this section 2 is guaranteed to Customer
for  up to  two  additional  missions  (at the option of Customer);  however,  a
[***. . .***]  annual  increase  in  the overall Contract Price will be added to
adjust for  inflation,  starting  on  Jan  1,  2008.

3.     Date  of  Launch.  The  expected launch date for contractual and planning
purposes  is May 15, 2008 ("Estimated Launch Date").  By mutual agreement of the
Parties, the Estimated Launch Date may be adjusted up to 18 months in advance of
the  Estimated  Launch  date.  It  is mutually understood that the date when the
launch  actually  occurs ("Actual Launch Date") is dependent upon weather, range
availability,  government  approvals,  Falcon  readiness,  Payload readiness and
similar  factors.

4.     Payment  Terms

4.1.     Payment  Schedule.  Customer  shall pay to SpaceX the Contract Price in
five  installments  in  accordance  with  the  following  schedule

-     [***. . .***]
-     [***. . .***]
-     [***. . .***]


                                     PAGE 1

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY
FILED  HEREWITH  OMITS  THE  INFORMATION  SUBJECT  TO A CONFIDENTIALITY REQUEST.
OMISSIONS  ARE  DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS
BEEN  FILED  SEPARATELY  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION.


-     [***. . .***]
-     [***. . .***]

4.2.  Invoices.  SpaceX  shall  submit invoices to Customer at least thirty (30)
days prior to the payment due date for each scheduled payment event set forth in
Section  4.1,  provided, however, that the executed Agreement shall serve as the
invoice for the first scheduled payment. Any payments delayed beyond the payment
due  date  shall  be  subject  to interest at a rate of [***. . .***] per day of
delay.

4.3.     Invoice  Address.  SpaceX  shall  invoice  Customer  at  the  following
address:

                             SpaceDev, Incorporated
                                Accounts Payable
                                13855 Stowe Drive
                                Poway, CA 92064


5.     Taxes.  To  the  best  knowledge  of SpaceX on the Effective Date of this
Contract,  no  taxes are due for the activities and transactions contemplated by
this  Agreement.  However, should taxes be levied, Customer alone shall bear any
and  all  national,  federal,  state  or  local sales, use, value added or other
taxes,  customs duties, or similar tariffs and fees that may levied or collected
upon  the transactions contemplated by this Agreement ("Taxes").  Such Taxes are
not  included in the Contract Price as defined in Section 2, Contract Price, and
shall  be  borne by Customer in addition to the Contract Price.  Where SpaceX is
required  by  law  to  collect  Taxes,  SpaceX  shall  notify Customer of such a
requirement,  provide  evidence of requirement and Customer shall pay SpaceX the
appropriate  amount  in  addition  to  the  Contract  Price.

6.     Best  Price  Assurance.  SpaceX  intends that the Customer never pay more
than  the  standard price for Basic Launch Services at the time of the Estimated
Launch  Date.  If  SpaceX  reduces  the  single  flight, standard price of Basic
Launch  Services  prior  to  the  Estimated  Launch  Date,  the Customer will be
entitled  to  reduce their next payment to SpaceX accordingly by the difference.
If  all  payments  for  launch  have been made or the reduction in price exceeds
payments  due  from the Customer, SpaceX will wire the appropriate rebate to the
Customer  no  later  than thirty (30) days in advance of the Actual Launch Date.

7.     Reflight  Launch  Option

7.1.     [***. . .***]

7.2.     Qualifying  Condition.  The  Parties  agree  that  the  Reflight Launch
Option  is  exercisable  only in the event of a Launch Failure due to the Falcon
launch  vehicle.  Such  a  Launch Failure must constitute either delivery of the
Payload to an orbit where it cannot reasonably be used for the intended mission,
destruction  of the Payload as a result of Falcon breakup, or substantial damage
to  the  Payload due to launch loads that materially exceed those defined in the
Interface  Control  Document.


                                     PAGE 2

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY
FILED  HEREWITH  OMITS  THE  INFORMATION  SUBJECT  TO A CONFIDENTIALITY REQUEST.
OMISSIONS  ARE  DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS
BEEN  FILED  SEPARATELY  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION.


7.3.     Sole  Remedy.  The  reflight  launch  shall  be  the sole and exclusive
remedy  available  to  customer  for  any  launch  failure  or  payload  failure
whatsoever,  including  any  inability to use the payload for all or part of its
intended  mission,  howsoever  caused, and regardless of the theory of liability
(with  the  exception  of  gross negligence), whether based in contract or tort,
including  negligence,  product  liability,  and  strict liability, or any other
theory of liability, provided, however, that this remedy shall be available only
when  customer  has purchased a reflight launch option and customer has made all
of the payments and reasonably complied with all of the other conditions of this
agreement

8.     Third  Party  Liability

8.1.     Insurance.  SpaceX  shall  procure  and  maintain  third  party  launch
liability  insurance  as  prescribed  by  the  Federal Aviation Administration's
Associate  Administrator  for  Commercial  Space  Transportation pursuant to the
Commercial Space Launch Act, as amended, 49 U.S.C. Sec.Sec. 70101-70121.  SpaceX
shall name as additional insureds Customer and its Payload customer, contractors
and  subcontractors  involved  in  launch  services, the U.S. government and its
contractors  and  subcontractors  involved  in  launch  services,  and  SpaceX's
contractors  and  subcontractors  involved  in launch services.   Such insurance
will  comply  with  the  terms  of  the  Federal  launch  license.

9.     Cross  Waivers  of  Liability

9.1     Third  party  Liability.  SpaceX  shall  be  exclusively liable to third
parties  for  any  injury,  loss  or  damage to any third party caused solely by
SpaceX  or its equipment, including the Falcon or parts thereof.  Customer shall
be  exclusively  liable  to  third parties for any injury, loss or damage to any
third party caused solely by Customer or its equipment, including the Payload or
parts  thereof.

9.2.     Waivers.  SpaceX and Customer agree to a reciprocal waiver of liability
pursuant  to which each Party agrees to assume the risk and agrees not to sue or
otherwise  bring  a  claim against the other Party or that Party's Related Third
Parties  or  against the U.S. government and its contractors and subcontractors,
for  any property loss or damage, including loss of or damage to the Payload, or
other  financial  loss  it  sustains, or for any injury, death, property loss or
damage  or  other financial loss sustained by its employees, officers, directors
or  agents,  arising  in  any  manner  out  of  or in connection with activities
relating  to  the  performance  of  this  Agreement.

9.3.     Extension  of  Waivers.  SpaceX and Customer agree to extend the waiver
of  liability  to their respective contractors and subcontractors requiring them
to  waive the right to sue or otherwise bring a claim against the other Party or
that  Party's  Related  Third Parties or the U.S. government and its contractors
and subcontractors, for any property loss or damage, including loss of or damage
to  the  Payload or Falcon, or other financial loss they may sustain, or for any
injury,  death,  property  loss  or  damage or other financial loss sustained by
their  employees, officers, directors or agents, arising in any manner out of or
in  connection  with  activities  relating to the performance of this Agreement.

9.4.     Indemnification.  SpaceX  and  Customer  agree  that  each  Party shall
indemnify  and  hold  harmless  the  other  Party  from and against liability or
expense,  including  attorneys'  fees,  resulting  from any suit or claim by the
indemnifying  Party's  Related  Third  Parties  for any property loss or damage,
including  loss of or damage to the Payload, or other financial loss it sustains
or  for  any  injury,  death,  property  loss  or damage or other financial loss
sustained by its employees, officers, directors or agents, arising in any manner
out  of  or  in  connection  with activities relating to the performance of this
Agreement.

9.5.     Applicability.   When  applicable  to   the  Parties'  contractors  and
subcontractors,  the  waivers  shall  apply to contractors and subcontractors at
every  tier  that are involved in activities relating to the performance of this
Agreement.  The  waivers  shall  apply  regardless  of  the theory of liability,
whether  based in contract or tort, including negligence, product liability, and
strict liability, or any other theory of liability.  Each Party agrees to obtain
insurance as it deems necessary to cover death, injury, loss or damage for which
it  has  waived  the  right to sue or bring a claim against the other Party, and
each  Party  agrees  to  obtain  a waiver of subrogation rights from any insurer


                                     PAGE 3

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY
FILED  HEREWITH  OMITS  THE  INFORMATION  SUBJECT  TO A CONFIDENTIALITY REQUEST.
OMISSIONS  ARE  DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS
BEEN  FILED  SEPARATELY  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION.


providing  such  insurance  coverage.  Nothing  in this Section 9 shall preclude
SpaceX  from  suing  or otherwise bringing a claim against its own Related Third
Parties, nor shall it preclude Customer from suing or otherwise bringing a claim
against its own Related Third Parties.  The Parties agree to further memorialize
the rights and obligations described in this Section 9 in any agreement that may
advised  or  required  by  the  U.S.  government.

9.6.     Definition.  "Related  Third  Parties"  shall  mean:  1)  the  Parties'
respective  contractors  and  subcontractors  at every tier that are involved in
activities  relating  to  the  performance  of  this  Agreement; 2) the Parties'
respective  directors,  officers,  employees,  and  agents;  or 3) any entity or
person  who has any valid right, title or interest in the Payload or the Falcon.

10.     Delays.

10.1     Excusable  delay.  Neither  Party  shall  be  liable  for  any delay or
failure  to  perform  under this Agreement in the event such delay or failure to
perform  is  due  to  a cause beyond the control and not due to the fault of the
Party  invoking this Section 10.1.  Such excusable delays shall include, but not
be  limited  to, Acts of God, acts of government in its sovereign or contractual
capacity,  acts or threat of terrorism, earthquake, riot, revolution, hijacking,
fire,  strike,  embargo,  sabotage,  or  interruption  of  essential services or
supplies.  The  period  of performance under this Agreement shall be extended by
the  duration  of  the  excusable delay. Notification of excusable delay will be
provided  in  writing and the extension period will be agreed to by both parties
in  writing.

10.2     Payload  delays.  If  the  Payload  causes  launch  delays  beyond  the
Estimated  Launch  Date,  the  Customer  will  pay  penalties  to  SpaceX on the
following  schedule  until the Payload is ready and delivered to SpaceX's launch
site:
       o     [***. . .***]
       o     [***. . .***]
       o     [***. . .***]

10.3     Launch  vehicle delays.  If the launch vehicle causes delays beyond the
Estimated  Launch  Date,  SpaceX  will  reimburse  the customer on the following
schedule  until  the  launch  vehicle  is ready for shipment to the launch site:
       o     [***. . .***]
       o     [***. . .***]
       o     [***. . .***]

10.4     [***. . .***]

11.     Intellectual  Property  Rights.  SpaceX shall exclusively own and retain
all  right,  title  and  interest in and to all Inventions created, conceived or
developed  by  SpaceX  under this Agreement, including all intellectual property
rights  therein  and  thereto.  Customer  shall  exclusively  own and retain all
right,  title  and  interest  in  and  to  all  Inventions created, conceived or
developed  by Customer under this Agreement, including all intellectual property
rights  therein  and  thereto.  The Parties do not intend to jointly develop any
Inventions under this Agreement.  As used in this Section 11, "Inventions" means
all  ideas,  designs,  concepts,  techniques,  inventions, discoveries, works of
authorship,  modifications,  improvements,  or  derivative  works, regardless of
patentability.

12.      Confidentiality


                                     PAGE 4

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY
FILED  HEREWITH  OMITS  THE  INFORMATION  SUBJECT  TO A CONFIDENTIALITY REQUEST.
OMISSIONS  ARE  DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS
BEEN  FILED  SEPARATELY  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION.


12.1.     Confidentiality  of  this Agreement.  Neither Party shall disclose any
of  the  terms  of  this  Agreement to any third party without the prior written
consent  of  the  other  Party,  except  as  compelled  by  judicial  or  other
governmental  action  and  with  reasonable  notice  provided  in writing to the
affected  Party  at  least  five  business  days  in  advance of the disclosure.

12.2.     Announcements.  No  public  announcement, release, or other disclosure
of  information  relating  to  this  Agreement,  including the existence of this
Agreement, shall be made except by prior written agreement of the Parties on the
specific  content  of  such  disclosure;  however,  such  agreement  may  not be
unreasonably  be  withheld.

12.3.     Confidential Information.  SpaceX and Customer each agree to retain in
confidence  all  non-public  information,  trade secrets, and know-how disclosed
pursuant  to  this  Agreement  which  is either designated as proprietary and/or
confidential,  or  which  by  the  nature  of  the   circumstances   surrounding
disclosure,  should  reasonably  be understood to be confidential ("Confidential
Information").   Each   Party   agrees   to:   1)   preserve   and  protect  the
confidentiality  of  the other Party's Confidential Information; 2) refrain from
using  the other Party's Confidential Information except as contemplated in this
Agreement;  3)  disclose  the  Confidential  Information  only to its directors,
officers,  employees  or agents as is reasonably required in connection with the
exercise of that Party's rights and obligations under this Agreement and subject
to  a  binding  non-disclosure  agreement that is at least as protective as this
Section  12;  and  4)  not disclose Confidential Information to any third party,
provided,  however,  that  either Party may disclose Confidential Information of
the  other  Party  that is:  a) already in the public domain through no fault of
the  disclosing  Party;  b) discovered or created by the receiving Party without
reference  to the Confidential Information of the disclosing Party; c) otherwise
made  known  to the receiving Party through no wrongful conduct of the receiving
Party  or  the  entity  providing  the information to the receiving party; or d)
required  to  be  disclosed by judicial or other governmental action (subject to
reasonable  notice  provided  in  writing  to  the  affected Party at least five
business days in advance of the disclosure).  The confidentiality obligations of
this  Section  12  shall survive the expiration or termination of this Agreement
for  a  period  of  five  (5)  years.

12.4     Notwithstanding  any  provision  of  this  Section  12 to the contrary,
either  Party  may disclose the Confidential Information, including the terms of
this  Agreement:  1)  in  confidence,  to  legal  counsel;  2) in confidence, to
accountants,  banks,  and  financing  sources  and their advisors solely for the
purposes  of  securing  financing; 3) in confidence, to its insurance broker and
prospective  insurers  solely  for  the  purposes  of securing insurance for the
payload and launch services and in settling any claim for loss; 4) in connection
with  the enforcement of this Agreement or rights under this Agreement; or 5) in
confidence,  in  connection  with  an actual or proposed merger, acquisition, or
similar  transaction  solely  for  use  in  the  due  diligence investigation in
connection  with  such  transaction.

13.     Limitation  of  Liability

13.1.     No  Consequential  Damages.  In  no event shall either Party be liable
for  any  indirect,  special,  incidental,  exemplary, punitive or consequential
damages  of  any  kind,  for  the  cost of procurement of substitute products or
services,  or for lost revenues or profits, arising out of or in connection with
this  Agreement,  howsoever  caused  and  regardless of the theory of liability,
whether  based in contract or tort, including negligence, product liability, and
strict  liability,  or  any  other  theory  of  liability.

13.2.     Total  Liability.  SpaceX's total and cumulative liability arising out
of  or  in connection with this Agreement howsoever caused and regardless of the
theory  of  liability,  whether based in contract or tort, including negligence,
product liability, and strict liability, or any other theory of liability, shall
in  no event exceed the amounts actually paid by Customer and received by SpaceX
for  Basic  Launch  Services  pursuant  to  this  Agreement.

13.3.     Application.  The limitations set forth in this Section 13 shall apply
even  if  SpaceX  has been advised of the possibility of such losses or damages,
and  notwithstanding  any failure of essential purpose of any limited remedy set
forth  in  this  Agreement.  The  Parties  acknowledge  that the amounts payable
hereunder  are based in part on the limitations of this Section 13 and that such
limitations  are  a  bargained-for  and  essential  part  of  this  Agreement.


                                     PAGE 5

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY
FILED  HEREWITH  OMITS  THE  INFORMATION  SUBJECT  TO A CONFIDENTIALITY REQUEST.
OMISSIONS  ARE  DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS
BEEN  FILED  SEPARATELY  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION.


14.     Warranties.  Except  for  the  Reflight  Launch  Option (if purchased by
Customer),  SpaceX  has  not  made,  nor  does  it  make,  any representation or
warranty,  whether  written  or oral, whether express or implied, including, but
not  limited  to,  any  warranty  of  design,  operation,  quality, workmanship,
suitability,  result,  merchantability, or fitness for a particular purpose with
respect  to  the  Falcon, launch services, or associated equipment and services.
Any  implied warranties, including warranties of merchantability and fitness for
a  particular  purpose,  are  hereby  expressly  disclaimed.

15.     Termination

15.1.     Mutual  Agreement.  This  contract may be terminated by mutual consent
of  the Parties in writing signed by the duly authorized representatives of both
Parties.

15.2.     Customer's  Right  to Terminate.  If SpaceX is unable to provide Basic
Launch  Services  within  twelve (12) months following the Estimated Launch Date
(with  the  exception  of  additional  time resulting from an excusable delay as
defined  by  section  10.1), Customer will, subject to a thirty (30) day written
notice  to SpaceX, have the option of terminating this Agreement. Separately, in
the  event  of  failure by SpaceX to comply with any other material provision of
this  Agreement  after  having  been given a ninety (90) day period to cure such
non-performance,  Customer  will  have the option of terminating this Agreement.
Upon  such termination, Customer shall be entitled to receive a refund within 30
days  of all payments actually made by Customer and received by SpaceX for Basic
Launch  Services  pursuant to this Agreement (minus any penalties paid to SpaceX
pursuant  to  Section 10.2 and any payments attributable to Federal range usage,
payload  integration  fees,   or   third-party  liability  insurance   fees,  if
applicable)  up  to  the  date  of  Termination and SpaceX shall have no further
obligations  or  liability  to  Customer.  The  right to terminate and receive a
refund  is  Customer's sole and exclusive remedy for termination in the event of
delay  in  the  launch  of  the  Payload.

15.3.     SpaceX's  Right  to  Terminate.  SpaceX   shall  have  the  option  of
terminating  this  Agreement  and   retaining  all   payments  without   further
obligations  or liability to Customer for the following reasons: in the event of
a  failure  by Customer to deliver the Payload for integration within thirty six
(36)  months  following  the  Estimated  Launch  Date  (with  the  exception  of
additional  time  resulting from an excusable delay as defined by section 10.1);
or  in  the  event  of  failure  by  Customer  to comply with any other material
provision  of this Agreement after having been given a ninety (90) day period to
cure  such  non-performance.

15.4     [***. . .***]

16.     Licenses.  Each  Party  shall be responsible for obtaining any licenses,
authorizations, clearances, approvals or permits ("Licenses") necessary to carry
out  its  obligations  under  this  Agreement.  Each  Party  agrees  to  provide
reasonable  assistance  to the other Party as necessary to obtain such Licenses.
SpaceX  shall  be  responsible  for obtaining any Licenses required to carry out
launch services in the United States, and Customer agrees to provide information
and  to execute any documentation needed to obtain such Licenses pursuant to the
United  States  International  Traffic  in  Arms  Regulations,  22  C.F.R. Parts
120-130,  and Regulations for the Importation of Arms, Ammunition and Implements
of  War,  27  C.F.R.  Part  447.

17.     Compliance  with  Government Requirements.  SpaceX and Customer agree to
comply  with  their  respective  national,  federal,  state  and  local laws and
regulations,  and  any government licenses, and Customer, in addition, agrees to
comply  with  U.S.  export  and  import  laws,  regulations, rules, licenses and
agreements  applicable  to  the launch of Customer's Payload.  Customer shall be
responsible  for  arranging  for  registration  of  the  Payload pursuant to the
Convention  on  Registration  of  Space  Objects Launched Into Outer Space, done
January  14,  1975,  T.I.A.S.  8480.


                                     PAGE 6

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY
FILED  HEREWITH  OMITS  THE  INFORMATION  SUBJECT  TO A CONFIDENTIALITY REQUEST.
OMISSIONS  ARE  DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS
BEEN  FILED  SEPARATELY  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION.


18.     Notices

18.1.     Transmittal.  All notifications and other data transmittals under this
Agreement  shall  be  in writing and shall be hand-delivered or sent via express
mail, first class mail, or electronic mail to the addresses specified below with
confirmation  of  receipt.

18.2.     Effective  Date.  The  date  upon  which  any  such  communication  is
hand-delivered  or,  if  such  communication  is  sent  by mail or by electronic
transmission,  the  date  upon  which  the  addressee  receives it, shall be the
effective  date  of  such  communication.

18.3     Change  of  Address.  Each Party shall promptly notify the other in the
event  of  any  change  in  their  respective  addresses.

For  correspondence  sent  to  SpaceX:

                      Space Exploration Technologies Corp.
                      1310 East Grand Avenue
                      El Segundo, CA 90245
                      Attn: Gwynne Shotwell
                      PH. 310-414-6555 X 229
                      Fax: 310-414-6552
                      Email: gwynne@spacex.com

For  correspondence  sent  to  Customer:

                      SpaceDev, Inc.
                      13855 Stowe Drive
                      Attn: John Cloyd
                      PH: 858-375-2000
                      Fax: 858-375-1000
                      Email: John.Cloyd@spacedev.com

19.     Dispute  Resolution.  All  disputes  and controversies of every kind and
nature  arising  out  of  this  Agreement including the existence, construction,
validity,  interpretation, performance, nonperformance, enforcement or breach of
any  provision  of this Agreement, shall be settled by commercial arbitration in
accordance  with  the  Commercial  Arbitration Rules of the American Arbitration
Association.  The  findings  of  such Arbitrator shall be final and binding upon
all  parties.  Any award of arbitration shall include attorney fees and costs of
arbitration,  including  but  not limited to expert witness fees, payable to the
prevailing  party  in  the  arbitration,  as  determined  by  the  Arbitrator.


20.     Appendices

20.1.     Incorporation by Reference.  The following appendices are incorporated
into  this  Agreement  by  reference  and  shall  be  an  integral  part of this
Agreement:

[***. . .***]

[***. . .***]

20.2.     Precedence.  In  the  event of conflict between this Agreement and any
of  the  appendices,  this  Agreement  shall govern.  In the event of a conflict
between  Appendices,  the  sequence  of  precedence  shall  be  as listed above.


                                     PAGE 7

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY
FILED  HEREWITH  OMITS  THE  INFORMATION  SUBJECT  TO A CONFIDENTIALITY REQUEST.
OMISSIONS  ARE  DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS
BEEN  FILED  SEPARATELY  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION.


21.     Severability.  If  any  portion  of  this Agreement is held invalid, the
Parties  agree  that  such  invalidity  shall  not  affect  the  validity of the
remaining  portions  of  this Agreement, unless applying such remaining portions
would  frustrate  the  purpose  of  this  Agreement.

22.     Waiver.  The  failure  of  either Party to exercise any right granted in
this  Agreement  or  to require any performance of any term of this Agreement or
the  waiver  by either Party of any breach of this Agreement shall not prevent a
subsequent  exercise  or enforcement of, or be deemed a waiver of any subsequent
breach  of,  the  same  or  any  other  term  of  this  Agreement.

23.     No  Joint Venture or Agency.  Nothing in this Agreement shall constitute
or create a joint venture, partnership, or any other similar arrangement between
the  Parties.  No  Party  is  authorized  to  act  as  agent for the other Party
hereunder  except  as  expressly  stated  in  this  Agreement.

24.     Assignment.  Customer  may  not  assign,  delegate or otherwise transfer
this  Agreement  or  any  rights  or  obligations  under this Agreement, whether
voluntary,  by  operation of law or otherwise, without the prior written consent
of  SpaceX, unless to a successor.  With the written consent of SpaceX, Customer
may use the value of the Agreement in excess of cost as collateral to secure any
indebtedness  of  Customer.  SpaceX  may  assign, delegate or otherwise transfer
this  Agreement,  or  any  rights  or  obligations  under this Agreement, to any
successor  by  way of merger, acquisition or sale of all or substantially all of
the  assets  relating  to  the  performance  of  this  Agreement.  SpaceX or any
successor  may assign all or part of the right to payments under this Agreement.
Any  assignment, delegation, or transfer of this Agreement made in contravention
of  the  terms  hereof  shall  be null and void.  Subject to the foregoing, this
Agreement  shall  be  binding  on  and  inure  to  the  benefit  of the Parties'
respective  successors  and  permitted  assigns.

25.     Governing  Law.  This Agreement and performance by the Parties hereunder
shall  be  construed  in  accordance  with  the laws of the State of California,
U.S.A.,  without  regard  to  provisions  on  the  conflicts  of  laws.

26.     Entire  Agreement.  This  Agreement,  and  all  Exhibits  and Appendices
hereto,  supersedes  all prior communications, transactions, and understandings,
whether  oral  or  written,  with  respect  to  the  subject  matter  hereof and
constitutes  the sole and entire agreement between the Parties pertaining to the
subject  matter  hereof.

27.     Modification.  No  modification,  addition or deletion, or waiver of any
of  the  terms and conditions of this Agreement shall be binding on either Party
unless  made in a non-preprinted agreement clearly understood by both Parties to
be  a  modification or waiver, and signed by a duly authorized representative of
each  Party.

28.     Insurance  Support.  Parties  agree to cooperate with reasonable efforts
to  obtain  and maintain launch insurance and to support filing and settling any
claims.  This  includes  responding  to  insurer questions, delivering requested
information  regarding the Falcon and the launch range facilities and conducting
insurance  briefings and facilitating site inspections as required to obtain and
maintain  such  insurance.


                                     PAGE 8

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY
FILED  HEREWITH  OMITS  THE  INFORMATION  SUBJECT  TO A CONFIDENTIALITY REQUEST.
OMISSIONS  ARE  DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS
BEEN  FILED  SEPARATELY  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION.




IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of
the  Effective  Date:


SPACE  EXPLORATION  TECHNOLOGIES  CORP.         CUSTOMER


By:    /s/  Elon  Musk                         By:   /s/  Richard  B  Slansky
       --------------------                          -------------------------
Name:  Elon  Musk                              Name:   Richard  B  Slansky
Title: CEO                                     Title:  President
Date:  11/15/2005                              Date:   11/15/2005





                                     PAGE 9

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY
FILED  HEREWITH  OMITS  THE  INFORMATION  SUBJECT  TO A CONFIDENTIALITY REQUEST.
OMISSIONS  ARE  DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS
BEEN  FILED  SEPARATELY  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION.