X0202 3 2004-11-18 0 0001031833 SPACEDEV INC spdv 0001309459 Benson Susan C 9208 CHRISTOPHER STREET FAIRFAX VA 22031 0 0 1 0 Common Stock 4372147 D Common Stock 497413 I By Space Development Institute Stock Options 0.9469 2002-08-27 2006-08-27 Common Stock 5000 D Stock Options 1 2000-07-16 2010-07-16 Common Stock 250000 D Stock Options 1.5 2010-07-16 Common Stock 250000 D Stock Options 2 2010-07-16 Common Stock 250000 D Stock Options 2.5 2010-07-16 Common Stock 250000 D Stock Options 3 2010-07-16 Common Stock 250000 D As part of a property settlement agreement entered in on November 18, 2004 with James Benson. As pert of a property settlement agreement entered in on November 18, 2004 - 497,413 shares held by Space Development Institute, currently reported by Mr. Benson as being indirectly beneficially owned by him are subject to limitations on the voting and disposition without the consent of Susan Benson. Options are exercisable upon reaching certain goals as outlined in the employment agreement dated January 21, 2000, as amended. Susan C. Benson 2004-11-23