We propose to build an Intensity-Modulated Advanced X-ray Source (IMAXS) for cargo inspection systems that allows such systems to achieve 1 to 2 inches greater penetration for dense cargo (steel or equivalent) while, on average, producing the same amount, or less, radiation. Alternatively, cargo inspection systems using the new design may opt to have the same penetration as with conventional sources, but to produce about a factor of 3 less radiation. Another objective is to significantly reduce the overall size and weight of the linear accelerator (linac) system. We will investigate the comparative feasibility and technical merits of S-band (2998 MHz) and X-band (9303 MHz) linac designs for the IMAXS. In Phase I, the optimal design characteristics will be described, essential variables will be defined, and the IMAXS design will be developed. In Phase II, at least one linac prototype will be developed and tested with a high-energy X-ray inspection system produced for cargo inspection operations: the Rapiscan Eagle System.