Amendment No. 1 to the Agreement and Plan of Merger and Reorganization

            Amendment No. 1 to the Agreement and Plan of Merger and

                                 Reorganization

                                 SPACEDEV, INC.

                               RICHARD B. SLANSKY

                                    President

                       13855 Stowe Drive   Poway, CA   92064

                       (858) 375-2030   Fax: (858) 375-1000

                      e-mail: Richard.Slansky@SpaceDev.com

                                December 7, 2005

VIA   E-MAIL

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Starsys   Research   Corporation

Attention:   Scott   Tibbitts,   Chairman   and   Chief   Executive   Officer

4909   Nautilus   Court   North

Boulder,   Colorado   80301

Re:      Amendment   No.   1   to   that   certain   Agreement   and   Plan of Merger and

        ------------------------------------------------------------------------

Reorganization

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Dear   Mr.   Tibbitts:

     Reference   is   made   to   that   certain   Agreement   and   Plan   of Merger and

Reorganization   made   and   entered   into   as   of   October   24, 2005 (the "MERGER

AGREEMENT"),   by   and   among   SpaceDev, Inc. ("SPACEDEV"), Monoceros Acquisition

Corp.,   Starsys   Research   Corporation   ("STARSYS"),   Scott   Tibbitts,   as a key

shareholder,   and   Scott   Tibbitts,   as   shareholder   agent.

      By   executing   a copy of this Amendment No. 1 to the Merger Agreement (this

"AMENDMENT")   below,   the   parties   to   the Merger Agreement hereby agree to the

following   amendments   to   the   Merger   Agreement:

          (a)   Section   6.1(e)   of   the   Merger   Agreement   is hereby amended by

     replacing   the   amount   "$0.77"   therein   with   the   amount   "$1.00".

          (b) Section 6.2(n) of the Merger Agreement is hereby amended by adding

     the   following   proviso immediately prior to the period at the end thereof:

     ";   provided,   however, that the Company shall not solicit a Standstill and

     Lock-Up   Agreement,   and   shall   not   be   obligated   to deliver to Parent a

     Standstill and Lock-Up Agreement, from any such Shareholder or other Person

     who   is not a director or executive officer of the Company and who does not

     own   5%   of   more   of the outstanding shares of Company Common Stock, until

     after   the   SEC   has   declared   effective the Form S-4 under the Securities

     Act".

          (c)   Section   7.5(b)   of   the   Merger   Agreement   is hereby amended by

     deleting   in   its   entirety   the   following   sentence   therefrom:   "The Key

     Shareholders   shall severally indemnify the Shareholder Agent and hold such

     agent   harmless against any loss, liability or expense incurred without bad

     faith   on   the   part   of   the   Shareholder   Agent   and arising out of or in

     connection