Finding and disabling a ballistic missile in flight requires the coordination of many, tightly integrated functional elements. Traditionally, such systems are designed as independent components with clearly defined interfaces, so that there is a clear separation between module and client. Such systems pass data to each other but do not otherwise collaborate in the overall system goals. They also are not very flexible in applying intelligence and processing power according to the hardware topology and dynamic system requirements. We propose to develop a distributed kernel and development system based upon expert actors. The kernel would be programmed in ADA. The actors themselves would be programmed by messages which would contain ADA code or references to ADA code. The actors would be hierachically related according to each actor's level of abstraction in an inheritance tree structure. The proposed kernel would be designed to handle complex system with features required of production software: distributed actor database, concurrency, rule-base in each actor, interface to 3rd party code, use of standards, and support for multi-processor machines and multiple platforms.