August 25, 2004
Via Telecopier
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SpaceDev, Inc.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Re: Letter Agreement
Dear ▇▇. ▇▇▇▇▇▇▇:
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. Laurus
is hereby agrees to convert $1,500,000 aggregate principal amount outstanding on
the Note on the date hereof into the Company's Common Stock at a Fixed
Conversion Price of $0.85 per share for the first $500,000 and $1.00 per share
for the remaining $1 million on or before December 31, 2004 (the "Conversion").
The Company shall use its best efforts to file on or before September 30, 2004,
a post effective amendment to its registration statement No. 333-116766 on Form
SB-2 declared effective by the SEC on July 1, 2004, to register a sufficient
number of shares of the Company's Common Stock underlying the Conversion.
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/ ▇▇▇▇▇▇ Grin
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▇▇▇▇▇▇ Grin
Agreed and accepted on the date hereof
SPACEDEV, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Financial Officer
