March 31, 2004
Via Telecopier
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SpaceDev, Inc.
00000 Xxxxx Xxxxx
Xxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
Re: Waiver Letter
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Dear Xx. Xxxxxxx:
Reference is hereby made to that certain Security Agreement dated June 3,
2003 by and between SpaceDev, Inc. (the "Company") and Laurus Master Fund, Ltd.
("Laurus") (the "Security Agreement"). Capitalized terms used but not defined
herein shall have the meanings ascribed them in the Security Agreement and that
certain waiver letter dated June 3, 2003 between the Company and Laurus (the
"June Waiver"). Laurus is hereby notifying you of its decision to exercise the
discretion granted to it pursuant to Section 2 (ii) of the Security Agreement to
make a Revolving Credit Advance to the Company in the amount of $779,850 on the
date hereof (the "Advance"), which such amount would otherwise exceed eighty
five percent (85%) of the Company's Eligible Accounts on the date hereof.
In connection with making the advance made under the June Waiver and this
Advance, for a period of six (6) months from the date hereof (the "Period"),
Laurus hereby waives compliance with Sections 3 and 5(b)(iv) of the Security
Agreement solely as they relate to the immediate repayment requirement for
Overadvances and the fees accruing thereto. Laurus further agrees that, solely
for such Period, neither the advance made under the June Waiver nor this Advance
shall be deemed an Overadvance and shall not trigger an Event of Default
requiring a five (5) day cure under Section 19(a) of the Security Agreement. As
of the date hereof, no Event of Default has occurred and is continuing under the
Security Agreement or the Note and all other terms and provisions of the
Security Agreement and the Ancillary Agreements remain in full force and effect.
LAURUS MASTER FUND, LTD.
By: /s/ Xxxxx Grin
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Xxxxx Grin
Agreed and accepted on the date hereof
SPACEDEV, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer
