Exhibit 10.5
[GRAPHIC OMITED]
June 3, 2003
Via Telecopier
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Waiver Letter
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Dear ▇▇. ▇▇▇▇▇▇▇:
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. 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 $300,000 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.
In connection with making the Advance, for a period of three months from
the date hereof (the "Period"), Laurus hereby waives compliance with Sections 3
and 5(b)(iv) of the Security Agreement solely as they relate to the immediate
repayment requirement for Overadvances and the fees accruing thereto. Laurus
further agrees that, solely for such Period, the Advance shall not be deemed an
Overadvance and shall not trigger an Event of Default requiring a five (5) day
cure under Section 19(a) of the Security Agreement. All other terms and
provisions of the Security Agreement and the Ancillary Agreements remain in full
force and effect.
LAURUS MASTER FUND, LTD.
By: /s/ ▇▇▇▇▇ Grin
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▇▇▇▇▇ Grin
Agreed and accepted on the date hereof
SPACEDEV, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Executive Officer
