This Small Business Innovation Research Program Phase I project proposes a new instrument for imaging live cells and tissues. The instrument addresses the current shortcomings of state-of-the art techniques: expensive and invasive contrast agents that bias the results and shorten the lifetime of the experiment, extensive sample preparation and high power light sources required for good image contrast. The technology behind the instrument - Quantitative Phase Imaging (QPI) requires no sample preparation and affords long term (days/weeks) quantitative imaging of live, unstained cells and tissues at a fraction of the cost of a research grade microscope. Customer discovery results will drive the research objectives for Phase I: 1) development of a minimum viable product (MVP) that will satisfy the most common requirements of life sciences users, 2) developing the operating software for the MVP and 3) preliminary design of the Phase II fully automated quantitative phase imaging system. Phase I research efforts will deliver a prototype with two components: the hardware module that snaps onto existing off-the-shelf optical microscopes, and the software module, which affords data acquisition, phase decoding, displaying, and analysis. The software will include optional toolboxes that will be application specific. The broader impact/commercial potential of this project is that it will improve human health at several different levels and will contribute toward maintaining the United States edge in the area of high-tech biomedicine. Initial target market for the QPI-based instrument consists of scientists with access to research grade microscopes in the biotech and pharmaceutical (Bio-Pharma) industry and academia. Major OEMs of scientific instruments have asked for licenses to integrate various ranges of the QPI technology into their systems. The instrument enables novel cancer drug discovery by accurate, label-free monitoring of cell response to treatment, automatic cancer diagnosis of biopsies and blood testing, enhances fundamental understanding of cell function (differentiation, proliferation, and death). Due to its full automation, the QPI-based instrument can operate in areas with limited access to trained personnel and provide the digital data necessary for remote diagnosis. The obtained images are quantitative, meaning that there is no calibration necessary when operating the instrument at different sites. These features recommend the QPI technology for applications of global coverage, such as screening for malaria in under-served populations of the United States and the World.