The adaptive optics system we propose is designed to operate at the Coud focus of a 1-m space surveillance telescope at the Starfire Optical Range. The system is to have correction capability to D/r0 = 20 and Greenwood frequency fG = 160 Hz. The mission requirements driving the design relate to the search for closely spaced objects (CSO) around high-value assets in geosynchronous Earth orbit. The system will deliver diffraction-limited image quality in the J, H, & K atmospheric windows. The design supports an upgrade path to laser guide star operation with specific focus on a beacon in the ultraviolet, since that mitigates concerns about aircraft safety . A pathway is also provided for an additional undefined WFS, not part of this program, that may be added to support further experiments. The system is also intended to serve as the prototype for a new class of AO module for telescopes in the 1-2 m range, providing flexible interfaces in the optics and computer control and data transfers. The cost constraints of a Phase II SBIR require that some features of the Phase I design be deferred. Nevertheless, AO system performance will not be compromised.