This study focuses on the design of a satellite that utilizes air-scooping electric thruster (ASET) technology. ASET technology operates by ingesting rarefied atmospheric air at Very Low Earth Orbit (VLEO) altitudes, between 200-300 km, and feeding this collected air to a plasma thruster. Viridians (patent-pending) technology has been shown by analysis and numerical simulation to enable a viable air-scooping satellite system, which was previously unachievable. Our unique technology and flight envelope will require special CONOPS for the propulsion and satellite systems to ensure sufficient power is provided to a payload. Under this proposal, we will perform a system-level satellite analysis and CONOPS investigation.? We will investigate power, propulsion, and thermal, system requirements to determine the overall satellite design, size and shape. As part of this investigation, we will determine the duty cycle and performance requirements on the ASET propulsion system, which will help us determine the life requirements that the system must be able to achieve. As part of our system-level studies, we will perform two preliminary investigations of the thermal environment and the orbital determination and control (ODC) system. In the thermal environment study, we will examine the effects on satellite and payloads. In the ODC subsystem study, we will seek to demonstrate that positive margin for satellite orientation control is achievable with the propulsion subsystem both off and on. All together, these combined satellite system and propulsion system requirements will determine the CONOPS for a satellite that utilizes air-breathing propulsion.