The primary objective of this SBIR will be to design a processing system that will meet the high bandwidth, computationally intensive, requirements of real-time tracking through turbulence and wavefront tilt and scintillation measurement and compensation. The processing system design will consist of central processing unit(s), digital signal processor(s), high speed memory modules, input/output modules, operating system, data and control bus, application software, development environment, and a performance analysis/verification system. We will utilize our extensive experience designing acquisition, tracking, and pointing algorithms and systems for laser weapon systems, combined with our work on the ABL Beam Control/Fire Control (BC/FC) Preliminary Design Review and BC/FC Processor Throughput Demonstration along with Dr. Merritt's Advanced Tracking SBIR and Dr. Dillow's Kalman Filter Tracker Broad Agency Announcement. We will apply our knowledge of high-speed image processing systems with an awareness of ABL testing plans at North Oscura Peak and technology development plans from the ABL technology office