EMPLOYMENT AGREEMENT

[ISS logo here]

INTEGRATED SPACE SYSTEMS, INC.
A WHOLLY OWNED SUBSIDIARY OF SPACEDEV, INC.
AND
XXXXXXX X. XXXXX

TABLE OF CONTENTS

1. Period of Employment....................................................1

2. Position and Responsibilities...........................................1

3. Compensation and Benefits...............................................2

4. Termination of Employment...............................................3

5. Proprietary Information.................................................6

6. Prior Knowledge and Information.........................................7

7. Arbitration.............................................................7

8. Notices.................................................................9

9. Action by Company.......................................................9

10. Integration.............................................................9

11. Amendments; Waivers.....................................................9

12. Assignment; Successors and Assigns.....................................10

13. Severability...........................................................10

14. Attorneys' Fees........................................................10

15. Injunctive Relief......................................................10

16. Governing Law..........................................................11

17. Interpretation.........................................................11

18. Employee Acknowledgment................................................11

This Employment Agreement (the "Agreement"), dated as of November 2,
1999, is between Integrated Space Systems, Inc. (referred to as the "Company" or
"ISS") a wholly owned subsidiary of SpaceDev, Inc., a Colorado corporation, and
Xxxxxxx X. Xxxxx ("Executive").

RECITALS

WHEREAS, Executive has the experience to provide services to Company of
an extraordinary character which gives such services a unique value, the loss of
which cannot be reasonably or adequately compensated in damages in an action at
law.

WHEREAS, Company desires to retain the services of Executive, and
Executive desires to be employed by Company for the term of this Agreement.

NOW AND THEREFORE, in consideration of the mutual representation and
covenants, the parties agree as follows:

1. PERIOD OF EMPLOYMENT.

BASIC TERM. Company shall employ Executive to render services to
Company in the position and with the duties and responsibilities described in
Section 2 for the period (the "Period of Employment") commencing on the date of
this Agreement and ending upon the date of termination in accordance with
Section 4.

2. POSITION AND RESPONSIBILITIES.

(a) POSITION. Executive accepts employment with Company as Chief
Executive Officer and shall perform all services appropriate and related to
raising equity financing for ISS, overseeing the development of the Micro Launch
Vehicle, preparing ISS for an Initial Public Offering, and as such other
services as may be assigned by Company. Executive shall devote his best efforts
and full-time attention to the performance of his duties. Executive shall be
subject to the direction of Company, which shall retain full control of the
means and methods by which he performs the above services and of the place(s) at
which all services are rendered. Executive shall report to the Chairman of the
Board of Directors of Company. Executive shall be expected to travel if
necessary or advisable in order to meet the obligations of his position.

(b) OTHER ACTIVITY. Except upon the prior written consent of
Company, Executive (during the Period of Employment) shall not (i) accept any
other employment; or (ii) engage, directly or indirectly, in any other business,
commercial, or professional activity (whether or not pursued for pecuniary
advantage) that is or may be competitive with Company, that might create a
conflict of interest with Company, or that otherwise might interfere with the
business of Company, or any Affiliate. An "Affiliate" shall mean any person or
entity that directly or indirectly controls, is controlled by, or is under
common control with Company. So that Company may be aware of the extent of any
other demands upon Executive's time and attention, Executive shall disclose in
confidence to Company the nature and scope of any other business activity in
which he is or becomes engaged during the Period of Employment.

(c) REPRESENTATIONS. Executive represents and warrants (i) that he
is fully qualified and competent to perform the responsibilities for which he is
being hired pursuant to the terms of this Agreement; and (ii) that Executive's
execution of this Agreement, his employment with Company, and the performance of
his proposed duties under this Agreement shall not violate any obligations he
may have to any former employer (or other person or entity), including any
obligations with respect to proprietary or confidential information of any other
person or entity.

(d) INDEMNIFICATION. Executive agrees to indemnify Company, its
officers, directors and affiliates for all cost and expenses including out of
pocket loss, and reasonable attorney fees for any and all claims by third
parties for any action or conduct by the Executive which occurred prior to the
date of this Agreement.

3. COMPENSATION AND BENEFITS.

(a) COMPENSATION. In consideration of the services to be rendered
under this Agreement, Company shall pay Executive a base salary of Sixty
Thousand Dollars ($60,000) for the first twelve (12) months of this Agreement,
payable pursuant to the Company's established payroll procedures, and as may be
amended, by Company in its sole discretion, during the Period of Employment. In
the event this Agreement is in effect beginning the first anniversary date of
this Agreement, Company shall pay executive a base salary of Two Hundred
Thousand Dollars ($200,000) per year. Thereafter Company shall review annually
Executive's compensation in accordance with Company's established administrative
practice for adjusting salaries for similarly situated employees.

(b) STOCK OPTIONS OR CASH BONUS. As additional consideration for
the services to be rendered under this Agreement and to provide Executive with
additional incentive to raise equity financing for the Company, Executive may
elect either of the following two methods:

(i) SpaceDev shall provide stock options to Executive
upon the execution of this Agreement in the amount
not to exceed 200,000 common shares of SpaceDev with
an exercise price equal to the value at the date of
grant and subject to forfeiture and vesting. The
stock options shall vest upon the Company raising and
acquiring a minimum equity financing of Three Million
Dollars with a maxim equity financing of Ten Million
Dollars ($10,000,000) within the first nine (9)
months of Executive's employment. For each One
Million Dollars ($1,000,000) in equity financing
obtained by the Company, Executive's stock options
representing 20,000 common shares of Space will vest
and shall not be subject to forfeiture. In the event,
the Company does not receive any funds or receives
funds less than the Three Million Dollars within the
first nine months of Executive's employment, then
that portion of stock options which have not vested,
shall be immediately forfeited and cancelled. OR

(ii) Executive shall receive a cash bonus equal to two
percent (2%) of the equity financing acquired by the
Company within the first nine months of Executive
employment. Cash bonus payment, which shall not
exceed $200,000, shall be paid to Executive when
Company receives funds in excess of Three Millions
Dollars ($3,000,000). In the event, the Company does
not receive any funds or receives funds less than the
Three Million Dollars within the first nine months of
Executive's employment, then no cash bonus shall
accrue to Executive.

(c) INCENTIVE STOCK OPTION. Executive shall be eligible to participate
in the SpaceDev's Incentive Stock Option Plan (the "Plan"), a copy of which is
provided to Executive concurrently with this Agreement. Executive will receive
incentive stock options to purchase up to 1,000,000 SpaceDev common shares
granted in four equal installments and expiring ten (10) years from the Grant
Date, as follows:

GRANT DATE STOCK OPTIONS EXERCISE PRICE VESTING
-------------------------- ----------------- ------------------- ---------------------------

Execution of Agreement 250,000 FMV at Grant Date 3 mos. after Grant Date
3 mos. Agreement Date 250,000 FMV at Grant Date 3 mos. after Grant Date
6 mos. Agreement Date 250,000 FMV at Grant Date 3 mos. after Grant Date
9 mos. Agreement Date 250,000 FMV at Grant Date 3 mos. after Grant Date

The stock options issued to Executive under this section shall be
subject to the terms and conditions of the Plan. Executive acknowledges that he
has received and had an opportunity to review the Plan.

(d) BENEFITS. Executive shall be entitled to vacation leave in
accordance with Company's standard policies. As Executive becomes eligible
therefor, Executive shall have the right to participate in and to receive
benefits from all present and future benefit plans specified in Company's
policies and generally made available to similarly situated employees of
Company. The amount and extent of benefits to which Executive is entitled shall
be governed by the specific benefit plan, as amended. Executive also shall be
entitled to any benefits or compensation tied to termination as described in
Section 4. Nothing stated in this Agreement shall prevent Company from changing
or eliminating any benefit during the Period of Employment as Company, in its
sole discretion, may deem necessary or desirable. No statement concerning
benefits or compensation to which Executive is entitled shall alter in any way
the term of this Agreement, any renewal thereof, or its termination. All
compensation and comparable payments to be paid to Executive under this
Agreement shall be less withholdings required by law.

(e) EXPENSES. Company shall reimburse Executive for reasonable travel
and other business expenses incurred by Executive in the performance of his
duties, in accordance with Company's policies, as they may be amended in
Company's sole discretion.

4. TERMINATION OF EMPLOYMENT.

(a) BY DEATH. The Period of Employment shall terminate automatically
upon the death of Executive. Company shall pay to Executive's beneficiaries or
estate, as appropriate, any compensation and benefits then due and owing,
including payment for accrued unused vacation, if any. Thereafter, all
obligations of Company under this Agreement shall cease. Nothing in this Section
shall affect any entitlement of Executive's heirs to the benefits of any life
insurance plan or other applicable benefits.

(b) BY DISABILITY. If, by reason of any physical or mental incapacity,
Executive has been or will be prevented from properly performing his duties
under this Agreement for more than ninety (90) days in any one (1) year period,
then, to the extent permitted by law, Company may terminate the Period of
Employment upon two (2) weeks' advance written notice. Company shall pay
Executive all compensation to which he is entitled up through the last business
day of the notice period; thereafter, all obligations of Company under this
Agreement shall cease. Nothing in this Section shall affect Executive's rights
under any applicable Company disability plan.

(c) BY EMPLOYER NOT FOR CAUSE. At any time, Company may terminate
Executive for any reason, with or without cause, by providing Executive sixty
(60) days written notice. Company shall have the option, in its complete
discretion, to terminate Executive at any time prior to the end of such notice
period, provided Company pays Executive all compensation and benefits due and
owing through the above notice period. In the event this Agreement is in effect
after Executive's one year anniversary, then in addition to the compensation and
benefits due and owing, Company shall pay Executive a severance in the amount of
Eight Thousand Dollars ($8,000) per month payable over a twelve month period;
Upon termination, all of Company's obligations under this Agreement shall cease.
Company may dismiss Executive without cause notwithstanding anything to the
contrary contained in or arising from any statements, policies, or practices of
Company relating to the employment, discipline, or termination of its employees.

(d) BY EMPLOYER FOR CAUSE. At any time, and without prior notice,
Company may terminate Executive for Cause (as defined below). Company shall pay
Executive all compensation then due and owing; thereafter, all of Company's
obligations under this Agreement shall cease. Termination shall be for "Cause"
if Executive: (i) acts in bad faith and to the detriment of Company; (ii)
refuses or fails to act in accordance with any specific direction or order of
Company; (iii) exhibits in regard to his employment unfitness or unavailability
for service, unsatisfactory performance, misconduct, dishonesty, habitual
neglect, or incompetence; (iv) is convicted of a crime involving dishonesty,
breach of trust, or physical or emotional harm to any person; (v) is selected
for layoff pursuant to a bona fide reduction in force; or (vi) breaches any
material term of this Agreement. If termination is due to Executive's
disability, Section 4(b) above shall control, and not this subsection on
termination for Cause.

(e) BY EMPLOYEE NOT FOR CAUSE. At any time, Executive may terminate his
employment for any reason, with or without cause, by providing Company thirty
(30) days' written notice. Company shall have the option, in its complete
discretion, to make Executive's termination effective at any time prior to the
end of such notice period, provided Company pays Executive all compensation due
and owing through the last day actually worked, plus an amount equal to the base
salary Executive would have earned through the balance of the above notice
period, not to exceed thirty (30) days; thereafter, all of Company's obligations
under this Agreement shall cease.

(f) BY EMPLOYEE FOR GOOD REASON. Executive may terminate, without
liability, the Period of Employment for Good Reason (as defined below), provided
Executive gives Company thirty (30) days' advance written notice of the reason
for termination and his intent to terminate this Agreement. During this period,
Company shall have an opportunity to correct the condition constituting Good
Reason. If the condition is remedied within this period, Executive's notice to
terminate shall be rescinded automatically; if not remedied, termination shall
become effective upon expiration of the above notice period. In this event,
Company shall pay Executive all compensation due and owing through the last day
actually worked, plus a lump-sum payment equal to six (6) months' base salary,
which payments shall be in lieu of any damages under this Agreement for any
alleged breach. Thereafter, all of Company's obligations under this Agreement
shall cease. Company shall also have the option, in its complete discretion, to
make Executive's termination effective at any time prior to the end of the
notice period, provided that Company pays Executive all compensation due and
owing through the balance of the notice period (not to exceed thirty (30) days),
in addition to the payment of six (6) months' base salary described above.
Executive shall be entitled to exercise his right to terminate this Agreement
for Good Reason only if he gives the required notice not more than forty-five
(45) days after the occurrence of the event that is the basis for the Good
Reason.

Termination shall be for "Good Reason" if: (i) there is a material and
adverse change in Executive's position, duties, responsibilities, or status with
Company; (ii) there is a reduction in Executive's salary then in effect, other
than a reduction comparable to reductions generally applicable to similarly
situated employees of Company; (iii) there is a material reduction in
Executive's benefits, other than a reduction comparable to reductions generally
applicable to similarly situated employees of Company; or (iv) Company
materially breaches this Agreement. Executive shall not be entitled to terminate
this Agreement for Good Reason if an event occurs that would otherwise
constitute Good Reason, except that it results from a change in Company's status
as defined in Section 4(g).

(g) CHANGE IN EMPLOYER STATUS. To the extent permitted by law, Company,
in its sole discretion, may terminate this Agreement (in which case all of
Company's obligations under this Agreement shall cease after payment of all
compensation due and owing) upon any formal action of Company's management to
terminate Company's existence or otherwise wind up its affairs, to sell all or
substantially all of its assets, or to merge with or into another entity.

(h) TERMINATION OBLIGATIONS.

(i) Executive agrees that all property, including, without
limitation, all equipment, tangible Proprietary Information (as defined
below), documents, books, records, reports, notes, contracts, lists,
computer disks (and other computer-generated files and data), and
copies thereof, created on any medium and furnished to, obtained by, or
prepared by Executive in the course of or incident to his employment,
belongs to Company and shall be returned promptly to Company upon
termination of the Period of Employment.

(ii) All benefits to which Executive is otherwise entitled
shall cease upon Executive's termination, unless explicitly continued
either under this Agreement or under any specific written policy or
benefit plan of Company.

(iii) Upon termination of the Period of Employment, Executive
shall be deemed to have resigned from all offices and directorships
then held with Company or any Affiliate.

(iv) The representations, indemnification and warranties
contained in this Agreement shall survive the termination of the Period
of Employment and the expiration of this Agreement.

(v) Following any termination of the Period of Employment,
Executive shall fully cooperate with Company in all matters relating to
the winding up of pending work on behalf of Company and the orderly
transfer of work to other employees of Company. Executive shall also
cooperate in the defense of any action brought by any third party
against Company that relates in any way to Executive's acts or
omissions while employed by Company.

5. PROPRIETARY INFORMATION.

(a) DEFINED. "Proprietary Information" is all information and any idea
in whatever form, tangible or intangible, pertaining in any manner to the
business of Company, or any Affiliate, or its employees, clients, consultants,
or business associates, which was produced by any employee of Company in the
course of his or her employment or otherwise produced or acquired by or on
behalf of Company. All Proprietary Information not generally known outside of
Company's organization, and all Proprietary Information so known only through
improper means, shall be deemed "Confidential Information." Without limiting the
foregoing definition, Proprietary Information and Confidential Information shall
include, but not be limited to: (i) teaching and development techniques,
processes, confidential or secret designs, and trade secrets; (ii) information
about costs, profits, markets, sales, and lists of customers or clients; (iii)
business, marketing, and strategic plans; (iv) employee personnel files and
compensation information; and (v) research, systems, protocols, programs, plans,
and devices and software. Executive should consult any Company procedures
instituted to identify and protect certain types of Confidential Information,
which are considered by Company to be safeguards in addition to the protection
provided by this Agreement. Nothing contained in those procedures or in this
Agreement is intended to limit the effect of the other.

(b) CONFIDENTIALITY. Executive will not disclose any Proprietary
Information to any third party for any reason whatsoever. Executive will not
disclose any Proprietary Information to any person unless that person is a
director, officer, Executive, advisor or representative of Company who needs
such information for the purpose of evaluating any possible transaction (it
being understood that those directors, officers, employees, advisors and
representatives shall be informed by Executive of the confidential nature of the
Proprietary Information and shall be directed by Executive to treat such
information confidentially). In any event, no Proprietary Information shall be
disclosed without the prior written consent of Company. Executive will not
utilize any Proprietary Information he receives for the benefit of anyone other
than Company. Executive will promptly and fully disclose to Company the name of
any person receiving any Proprietary Information of Company. This Section
5(b)shall survive the termination of employment and Executive agrees that this
agreement shall remain in full force and effect for a period of one (1) year
after termination of employment with Company. In the event of a breach of this
Section 5(b), Executive acknowledges that, in addition to any other damages,
Company reserves the right to seek injunctive relief in a court of equity
against Executive, and/or any other parties to prevent further breaches from
occurring and/or minimize Company's damages due to a breach subsequent to the
time Company discovers the breach has occurred. Nothing in this Section 5(b)
shall be construed to constitute the grant of a license to Executive under any
trademark, patent, patent application, or Proprietary Information.

(c) COMPETITIVE ACTIVITY. Executive acknowledges that the pursuit of
the activities forbidden by this section would necessarily involve the use or
disclosure of Confidential Information in breach of the preceding subsections,
but that proof of such a breach would be extremely difficult. To forestall such
disclosure, use, and breach, and in consideration of the employment under this
Agreement, Executive agrees that for a period of one (1) year after termination
of the Period of Employment, he shall not, directly or indirectly, (i) divert or
attempt to divert from Company (or any Affiliate) any business of any kind in
which it is engaged, including, without limitation, the solicitation of or
interference with any of its customers; (ii) employ, solicit for employment, or
recommend for employment any person employed by Company (or any Affiliate); or
(iii) engage in any business activity that is or may be competitive with Company
(or any Affiliate) in any state where Company conducts its business, unless
Executive can prove that any action taken in contravention of this subsection
was done without the use in any way of Confidential Information.

(d) COMPANY MANUAL. Employee acknowledges that he has received a copy
of the SpaceDev Employee Manual ("Manual") and has read and agrees to comply
with the terms and conditions contained in the Manual. Employee further
understands that violation of any provision of the Manual shall be cause for
immediate termination of this Agreement and constitute "For Cause" as described
in section 4 (d) above

6. PRIOR KNOWLEDGE AND INFORMATION.

Executive acknowledges that he may have certain proprietary information
that was obtained during the course of his former employment or business
dealings with other third parties. Executive agrees and represents that he will
not use or disclose, and that Company has not requested that Executive use or
disclose, any third party proprietary information which would be in violation of
any laws. Furthermore, Executive agrees to indemnify Company for the cost,
expenses and loss related to any action or claim arising from the
misappropriation of proprietary information of third parties.

7. ARBITRATION.

(a) ARBITRABLE CLAIMS. All disputes between Executive (and his
attorneys, successors, and assigns) and Company (and its Affiliates,
shareholders, directors, officers, employees, agents, successors, attorneys, and
assigns) relating in any manner whatsoever to the employment or termination of
Executive, including, without limitation, all disputes arising under this
Agreement, ("Arbitrable Claims") shall be resolved by arbitration. All persons
and entities specified in the preceding sentence (other than Company and
Executive) shall be considered third-party beneficiaries of the rights and
obligations created by this Section on Arbitration. Arbitrable Claims shall
include, but are not limited to, contract (express or implied) and tort claims
of all kinds, as well as all claims based on any federal, state, or local law,
statute, or regulation, excepting only claims under applicable workers'
compensation law and unemployment insurance claims. Arbitration shall be final
and binding upon the parties and shall be the exclusive remedy for all
Arbitrable Claims, except that Company may, at its option, seek injunctive
relief and damages in court for any breach of Sections 5 and 6 of this
Agreement. Subject to the foregoing sentence, THE PARTIES HEREBY WAIVE ANY
RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRABLE CLAIMS.

(b) PROCEDURE. Arbitration of Arbitrable Claims shall be in
accordance with the Employment Dispute Resolution Rules of the American
Arbitration Association ("AAA Employment Rules"), except as provided otherwise
in this Agreement. Prior to resorting to arbitration, the complaining party must
first exhaust the procedures specified in the Company Employment Manual Section
3.4. Arbitration shall be initiated by providing written notice to the other
party with a statement of the claim(s) asserted, the facts upon which the
claim(s) are based, and the remedy sought. This notice shall be provided to the
other party within six (6) months of the acts or omissions complained of. Any
claim not initiated within this limitation period shall be null and void. EACH
PARTY WAIVES ALL RIGHTS UNDER STATUTES OF LIMITATIONS OF DIFFERENT DURATION. In
any arbitration, the burden of proof shall be allocated as provided by
applicable law. Either party may bring an action in court to compel arbitration
under this Agreement and to enforce an arbitration award. Otherwise, neither
party shall initiate or prosecute any lawsuit or administrative action in any
way related to any Arbitrable Claim. All arbitration hearings under this
Agreement shall be conducted in San Diego, California. The Federal Arbitration
Act shall govern the interpretation and enforcement of this Section 7.

(c) ARBITRATOR SELECTION AND AUTHORITY. All disputes involving
Arbitrable Claims shall be decided by a single arbitrator. The arbitrator shall
be selected by mutual agreement of the parties within thirty (30) days of the
effective date of the notice initiating the arbitration. If the parties cannot
agree on an arbitrator, then the complaining party shall notify the AAA and
request selection of an arbitrator in accordance with the AAA Employment Rules.
The arbitrator shall have the authority to award equitable relief, damages,
costs, and fees as provided by law for the particular claim(s) asserted. The
fees of the arbitrator shall be split between both parties equally. The
arbitrator shall have exclusive authority to resolve all Arbitrable Claims,
including, but not limited to, any claim that all or any part of this Agreement
is void or unenforceable.

(d) CONFIDENTIALITY. All proceedings and all documents prepared in
connection with any Arbitrable Claim shall be confidential and, unless otherwise
required by law, the subject matter thereof shall not be disclosed to any person
other than the parties to the proceedings, their counsel, witnesses and experts,
the arbitrator, and, if involved, the court and court staff. All documents filed
with the arbitrator or with a court shall be filed under seal. The parties shall
stipulate to all arbitration and court orders necessary to effectuate fully the
provisions of this subsection concerning confidentiality.

(e) CONTINUING OBLIGATIONS. The rights and obligations of
Executive and Company set forth in this Section on Arbitration shall survive the
termination of Executive's employment and the expiration of this Agreement.

8. NOTICES.

Any notice under this Agreement must be in writing and shall be
effective upon delivery by hand, upon facsimile transmission to the number
provided below (if one is provided), or three (3) business days after deposit in
the United States mails, postage prepaid, certified or registered, and addressed
to Company or to Executive at the corresponding address below. Executive shall
be obligated to notify Company in writing of any change in his address. Notice
of change of address shall be effective only when done in accordance with this
Section.

Company's Notice Address: 00000 Xxxxx Xxxxx
Xxxxx, Xxxxxxxxxx 00000
(000) 000-0000
Attention: Xxxxx Xxxxxx

Executive's Notice Address: 00000 Xxxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
(000) 000-0000
Attention: Xxxxxxx X. Xxxxx

9. ACTION BY COMPANY.

All actions required or permitted to be taken under this Agreement by
Company, including, without limitation, exercise of discretion, consents,
waivers, and amendments to this Agreement, shall be made and authorized only by
the Chairman of the Board of Directors or by his or her representative
specifically authorized to fulfill these obligations under this Agreement.

10. INTEGRATION.

This Agreement is intended to be the final, complete, and exclusive
statement of the terms of Executive's employment by Company. This Agreement may
not be contradicted by evidence of any prior or contemporaneous statements or
agreements. To the extent that the practices, policies, or procedures of
Company, now or in the future, apply to Executive and are inconsistent with the
terms of this Agreement, the provisions of this Agreement shall control.

11. AMENDMENTS; WAIVERS.

This Agreement may not be modified, amended, or terminated except by an
instrument in writing, signed by each of the parties. No failure to exercise and
no delay in exercising any right, remedy, or power under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, remedy, or power under this Agreement preclude any other or further
exercise thereof, or the exercise of any other right, remedy, or power provided
herein or by law or in equity.

12. ASSIGNMENT; SUCCESSORS AND ASSIGNS.

Executive agrees that he will not assign, sell, transfer, delegate, or
otherwise dispose of, whether voluntarily or involuntarily, or by operation of
law, any rights or obligations under this Agreement. Any such purported
assignment, transfer, or delegation shall be null and void. Nothing in this
Agreement shall prevent the consolidation of Company with, or its merger into,
any other entity, or the sale by Company of all or substantially all of its
assets, or the otherwise lawful assignment by Company of any rights or
obligations under this Agreement. Subject to the foregoing, this Agreement shall
be binding upon and shall inure to the benefit of the parties and their
respective heirs, legal representatives, successors, and permitted assigns, and
shall not benefit any person or entity other than those specifically enumerated
in this Agreement.

13. SEVERABILITY.

If any provision of this Agreement, or its application to any person,
place, or circumstance, is held by an arbitrator or a court of competent
jurisdiction to be invalid, unenforceable, or void, such provision shall be
enforced to the greatest extent permitted by law, and the remainder of this
Agreement and such provision as applied to other persons, places, and
circumstances shall remain in full force and effect.

14. ATTORNEYS' FEES.

In any legal action, arbitration, or other proceeding brought to
enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to recover reasonable attorneys' fees and costs.

15. INJUNCTIVE RELIEF.

If (i) Executive refuses to perform the responsibilities outlined in
Section 2 on Position and Responsibilities within the agreed upon Period of
Employment, and Executive has no right to terminate the employment relationship
pursuant to Section 4 on Termination of Employment, or (ii) Executive breaches
or threatens to breach any of the covenants in Section 5 on Proprietary
Information and Section 6 on Prior Knowledge and Information, the parties
acknowledge that the damage or imminent damage to Company's business or its
goodwill would be irreparable and extremely difficult to estimate, making any
remedy at law or in damages inadequate. Accordingly, Company shall be entitled
to injunctive relief against Executive in the event of any breach or threatened
breach of such provisions by Executive, in addition to any other relief
(including damages) available to Company under this Agreement or under law.

16. GOVERNING LAW.

This Agreement shall be governed by and construed in accordance with
the law of the State of California.

17. INTERPRETATION.

This Agreement shall be construed as a whole, according to its fair
meaning, and not in favor of or against any party. By way of example and not in
limitation, this Agreement shall not be construed in favor of the party
receiving a benefit nor against the party responsible for any particular
language in this Agreement.

18. EMPLOYEE ACKNOWLEDGMENT.

Executive acknowledges that he has had the opportunity to consult legal
counsel in regard to this Agreement, that he has read and understands this
Agreement, that he is fully aware of its legal effect (including notice of his
statutory rights under Section 2870 of the California Labor Code, as set forth
in the above Section on Inventions and Ideas), and that he has entered into it
freely and voluntarily and based on his own judgment and not on any
representations or promises other than those contained in this Agreement.

IN WITNESS WHEREOF, The parties have duly executed this Agreement as of
the date first written above.

COMPANY:
INTEGRATED SPACE SYSTEMS EXECUTIVE

/s/ Xxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxx
---------------------------- ------------------------------
Xxxxx X. Xxxxxx Xxxxxxx X. Xxxxx
Chairman of the Board

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EMPLOYMENT AGREEMENT

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