Consulting/Advisory Services Agreement

EXHIBIT 10.2 - CONSULTANT/ADVISORY SERVICES AGREEMENT


Initials: CB
JB


CONSULTANT/ADVISORY SERVICES AGREEMENT


This Agreement confirms that EMC Holdings Corporation ("EMC") is engaged as an advisor to SpaceDev, Inc. ("SpaceDev", also known and referred to as "SPDV"), its successors, subsidiaries and affiliates (collectively referred to herein as, the "Company"), with respect to financial advisory, market intelligence, corporate finance, and merger and acquisition matters for twelve (12) consecutive months effective June 18, 2001. In consideration of the covenants contained herein, the Parties agree as follows:


During the term of this Agreement, EMC shall provide the Company with such regular and customary advisory services as are reasonably requested by the Company, provided that EMC shall not be required to undertake duties not reasonably within the scope of the advisory services for which it is generally engaged. In the performance of its duties, EMC shall provide the Company with its best judgment and efforts. It is understood and acknowledged by the Parties that the value of EMC's advice is not measurable in a quantitative manner and EMC shall be obligated to render advice, upon the request of the Company, in good faith. EMC's duties may include, but will not necessarily be limited to, the following:


o Advice regarding the formation of corporate goals and their
implementation
o Advice regarding the financial structure of the Company or its
divisions or any programs and projects undertaken by any of
the foregoing
o Advice regarding corporate organization, personnel, and
selection of needed specialty skills


The Company acknowledges that EMC and its affiliates are in the business of providing advisory services (of all types contemplated by this Agreement) to others. Nothing herein contained shall be construed to limit or restrict EMC or its affiliates in conducting such business with respect to others or in rendering such advice to others.


PARTIES AGREE TO THE FOLLOWING TERMS:


(xiv) SPDV understands and agrees that the fees are for counsel. In
connection with the consulting services being provided to
SpaceDev by EMC, SPDV agrees to issue to EMC one million two
hundred thousand (1,200,000) shares of SPDV's restricted 144
common stock to be dispersed over a six (6) month period. All
stock issued is non-cancelable and non-refundable. The shares
are to be dispersed as follows during the term of this
agreement:
a) Five hundred thousand (500,000) shares of
non-cancelable and non-refundable 144 common stock
upon seven (7) days from execution of this Agreement.
b) Four hundred thousand (400,000) shares of
non-cancelable and non-refundable 144 common stock
shall be issued October 18, 2001.
c) Three hundred thousand (300,000) shares of
non-cancelable and non-refundable 144 common stock
shall be issued December 18, 2001.


Page 1 of 6


Initials: CB
JB


(xv) Immediately upon signing, both Parties shall mutually prepare
a timeline of goals and objectives that will be mutually
agreed to seven days from the effective date.


(xvi) PAYMENT. SPDV agrees to make all payments immediately as
contemplated in this agreement. Any pre-approved out of pocket
expenses (see section (xix), incurred by EMC on SPDV's behalf
shall be paid in full within ten (10) business days from
receipt of expense report. SPDV agrees to issue as payment,
the stock for EMC's consulting services as laid out in section
(i) sub headings a), b) and c). Upon termination of this
Agreement, all monies and fees or any portion thereof owed to
EMC up to the date of termination shall be paid in full


(xvii) CONFIDENTIALITY. "Confidentiality" shall mean either Parties
trade secrets, operating systems, marketing strategy,
knowledge concerning either Party's customers and their
specialized requirements (including and lists and databases
pertaining thereto), Parties' network insurance broker and
agents, any technical, financial, or commercial data or other
information (including without limitation ideas, concepts,
know-how, methods, techniques, structures, information or
materials marketing and development plans and all written
documents. The definition of Confidentiality applies, without
regard, to whether any specific matters would be deemed
confidential, material, and important. The Parties stipulate
that the matters are confidential, material, and important,
and gravely affect the effective and successful conduct of the
Parties' business.


(xviii) TERM AND TERMINATION. The term of this agreement shall
commence on the effective date, June 18, 2001, and shall
remain in effect for a period of twelve (12) months or until
terminated as provided herein. It is the intent of the parties
that this Agreement shall be renewed for a period of twelve
(12) months based on a good faith renegotiation by both
Parties of the terms of the Agreement. Termination of this
Agreement is at will by either Party upon thirty-days (30)
days written notice. Written notice served on either party
either personally, via facsimile transmission, Federal Express
or by United States mail. Section (iv) shall survive the
termination of this agreement. With the exception of common
stock payable under section (i) above, which shall not be
prorated, upon termination of this Agreement, all monies,
compensation and fees or any portion thereof owed to EMC shall
be prorated up to the date of termination and shall be paid in
full.


(xix) Governing LAW. All questions concerning this Agreement, its
construct, and the rights and liabilities of the Parties
hereto shall be interpreted and enforced in accordance with
the laws of the State of California. Any controversy or claim
arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered by the
American Arbitration Association in accordance with its
Commercial Arbitration Rules of California, and judgment on
the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof. In the event of any dispute
arising out of this agreement, the prevailing party shall be
entitled to the recovery of any costs including attorney's
fees.


Page 2 of 6


Initials: CB
JB


(xx) MODIFICATION. No modifications to the Agreement may be made
unless expressed in writing and agreed to by ...