Orphaned radioactive sources represent an ever-increasing security threat as potential materials for fabrication of "dirty bombs" and other illicit applications. According to the 2008 NAS report, the major radioisotope sources used in the United States are Cs-137 (~3M Ci @662keV) and Co-60 (~200M Ci @1.2-1.3MeV) for industrial radiography, measurement and irradiation applications. A large number of these sources are in industrial settings with challenging control and security needs. TPL proposes the development of a compact gamma-ray source that is cost and performance competitive with present radioisotope sources and does not require the use of radioactive nuclear materials. The design approach is a compact linear accelerator and emitter-target combination that are housed in a sealed capsule that will replace existing commercial sealed sources. TPL, in collaboration with Starfire Industries LLC (Starfire), Oak Ridge National Laboratories (ORNL) and Dr. John Brainard (Sandia National Laboratories - Retired), have developed a unique approach to gamma-ray generation based upon work performed under a DARPA-ICONS program. Starfire will provide the gamma-ray generator tube. ORNL will provide the series-resonant drive design and selected components for the CW multiplier. TPL will design the capacitors and field-containment materials for the CW multiplier and assemble all components into a functional gamma-ray generator. Dr. Brainard will provide assistance and guidance with generator tube design and advise on ion sources and ion optics modeling. The compact (below 50lbs.) and low cost, (below $50k) system will replace radioactive sources for use in well logging, soil density, and active interrogation applications.