Amendment No. 1 to Secured Promissory Note between Starsys Research Corporation and SpaceDev, Inc.

Summary

This amendment, dated December 20, 2005, modifies the original Secured Promissory Note issued by Starsys Research Corporation to SpaceDev, Inc. by extending the relevant date in the agreement from December 31, 2005, to January 31, 2006. All other terms of the original note remain unchanged. The amendment is acknowledged by Vectra Bank Colorado, National Association, and is governed by California law. The parties agree that signed copies delivered electronically are valid and binding.

EX-10.11 13 doc13.txt AMENDMENT NO. 1 STARSYS EXHIBIT 10.11 SpaceDev, Inc. 31855 Stowe Drive Poway, CA 92064 ###-###-#### Fax: (858) 375-1000 December 20, 2005 VIA E-MAIL Starsys Research Corporation Attention: Scott Tibbitts, Chairman and Chief Executive Officer 4909 Nautilus Court North Boulder, Colorado 80301 Re: Amendment No. 1 to that Secured Promissory Note Dear Mr. Tibbitts: Reference is made to that certain Secured Promissory Note, dated September 8, 2005 (the "NOTE"), issued by Starsys Research Corporation ("STARSYS") in favor of SpaceDev, Inc. ("SPACEDEV" or "HOLDER") in the initial aggregate principal amount of $1,320,000.00. By executing a copy of this Amendment No. 1 to the Secured Promissory Note (this "AMENDMENT") below, Holder agrees to amend the Note by replacing the date "December 31, 2005" in clause (a) of the second sentence of the first full paragraph of the Note with the date "January 31, 2006". Except as expressly amended by this Amendment, the Note shall remain in full force and effect in accordance with the terms and provisions thereof. This Amendment may be executed in one or more counterparts, each of which shall be deemed to constitute an original but all of which together shall constitute but one and the same instrument. This Amendment shall be governed by, and construed and interpreted in accordance with, the laws of the State of California applicable to contracts negotiated, executed and to be performed entirely within the State of California. A facsimile, telecopy or other reproduction of this Amendment may be executed by one or more parties hereto, and an executed copy of this Amendment may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Amendment as well as any facsimile, telecopy or other reproduction hereof. [ THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK ] PAGE Please signify your agreement with the foregoing agreements by signing this Amendment and returning one original to us by facsimile or electronic transmission. If you have any questions, please call me. Best regards, SPACEDEV, INC. By: /s/ Richard B. Slansky ------------------------ Richard B. Slansky President AGREED AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN: STARSYS RESEARCH CORPORATION By: /s/ Scott Tibbitts ------------------ Scott Tibbitts Chief Executive Officer ACKNOWLEDGED AS OF THE DATE FIRST ABOVE WRITTEN: VECTRA BANK COLORADO, NATIONAL ASSOCIATION By:/s/ Ron Singh ------------------ Ron Singh Vice President PAGE