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Financial Advisory Services Agreement

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Initials: CB


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
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 obtaining financing
o Advice regarding corporate organization, personnel, and
selection of needed specialty skills
o Market Intelligence implementation

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.


(i) SPDV agrees to pay EMC a cash-consulting fee in the amount of
$285,000. This fee shall be satisfied by SPDV paying EMC
$23,750 per month. The first month's payment will be pro-rated
on the number of days between signing and the end of the

The Company may elect to pay EMC an amount greater than or
less than $23,750 in any particular month by obtaining written
approval from EMC. However, the total amount received by EMC
pursuant to the term of this agreement shall not exceed

Page 1 of 5

Initials: CB

In the event EMC accepts more or less than $23,750 in any
particular month, the positive or negative balance shall be
carried forward and be added or subtracted on a pro-rated
basis to the total $285,000 due EMC.

If this contract is terminated before expiration, the amount
due EMC shall be equal the amount due up to termination. After
twelve (12) months if EMC has received less than $285,000,
SPDV will be waived of the remaining balance contingent upon
having obtained monthly written approvals from EMC.

(ii) PAYMENT. SPDV agrees to make payment due to EMC within five
(5) business days of the end of each month during the life of
the Agreement. 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 payment 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.

(iii) 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.

(iv) 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 immediate written
notice serve
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