Waya Research Inc. (WAYA) and Sandia National Laboratories (Sandia) propose to develop an innovative lighter tracking control system for transferring cargo from deck-to-deck using motion control cranes while compensating for the motion of the sea. This system will feature a nonlinear solution to the feedforward open-loop control, a robust feedback tracking control law that compensates for initial state errors, external disturbances, and modeling uncertainties. Additional features include a lighter motion sensor hardware system, and optimized motion control crane system improvements. Our lighter robust tracking control system will offer the Navy Logistics, U.S. Navy fleet, and eventually commercial fleet an innovative approach to applying trajectory planning and robust control system designs to the problem of ship-to-ship transfer of cargo at sea states greater than level three. Benefit WAYA/Sandia will develop and market to the U.S. Navy and private industry a robust tracking control system for general ship-to-ship cargo transfer. This will include corresponding real-time controller hardware and motion sensor hardware system. WAYA/Sandia will continue to serve as a consultant for the government and private industry in the areas of related scientific and engineering problem solving. Keywords constrained optimization, motion control cranes, robust tracking control,