0001031833-04-000019 Sample Contracts

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Re: Waiver Letter -------------- Dear Mr. Slansky:
Spacedev Inc • April 6th, 2004 • Guided missiles & space vehicles & parts

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.

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