This Small Business Innovation Research (SBIR) Phase I project supports the development of a Quadrature Amplitude Modulation (QAM) Modulator-Demodulator (Modem) able to exploit existing emerging millimeter-Wave (mm-Wave) spectrum. Unlike lower frequency allocations, wide available bandwidths are capable of supporting data-rates in excess of 1Gb/s by using complex modulation schemes. Though such Modems exist for a multitude of standard products found in everyday use, none are capable of being scaled for use at data-rates approaching 10Gb/s and characteristics of mm-Wave channels have not been accommodated in their design. The objective of this project is to establish the feasibility and direct the future development of such a Modem while taking into full account the channel characteristics important in an mm-Wave communications link, by thoroughly modeling the system at a high level of abstraction, then instantiating the digital subsystem with existing Field Programmable Gate Array (FPGA) technology. This would result in a clear radio development path, with the ability to scale. The broader impact/commercial potential of this project center on the improved understanding and utilization of mm-Wave spectrum and the technologies and markets facilitated therefore. With an improved understanding of channel effects and the Digital Signal Processing algorithms, firmware and hardware used to deal with them; work throughout the mm-Wave range is aided. Furthermore, much of the semiconductor technology used in mm-Wave product is in its infancy, so any characterization performed would be of great value in directing future development. As a complete product, the radios using such an advanced Modem would allow fast, cost effective deployment of Carrier and Enterprise Class 10 GB/s wireless data communications anywhere in the world with a minimum of invasive physical disruption. In some networks presently running with 1 GB/s mm-Wave links, scaling to greater data-rates when the existing link has been over-subscribed is facilitated. Other potential applications include use in hyperspectral survey platforms; airborne or space borne. Anywhere extremely high data-rates are needed such radios would enable fast deployment and accelerated Return-on-Investment when compared to hardwired options, and in some cases would provide the only solution for mobile platforms