The broader impact of this Small Business Innovation Research (SBIR) Phase II project is an imaging system with complete flexibility in focus and zoom while keeping the sample and all optical lenses stationary. The system will alter magnification without mechanical motion, allowing inspection of samples during manufacturing processes with 100x faster focus and zoom. The attachment will easily integrate with benchtop microscopes for failure analysis, quality assurance in manufacturing, electrophysiology, and cryogenic applications; these solutions can be used in the food, petroleum, and pharmaceutical industries, among others. The proposed SBIR Phase II project will develop fast, small- and large-diameter MEMS mirrors and demonstrate them in a zoom and focus system made for microscopy. Gross electronic focus control capability has only recently become available, enabling the development of new standard optical design practices to best utilize varifocus elements and characterize imaging performance, since traditional optical analyses assume fixed focal length lenses or mirrors. The proposed technology has potential applications in cameras, wide-field, confocal and two-photon microscopes, optical coherence tomography, and endoscopic imaging systems. In this project, a series of MEMS mirrors in combination with standard optics capable of rapid 2x zoom with additional focusing abilities will be developed, enabling a typical 20x optical microscopy to rapidly zoom to 40x. The technical objectives are: 1) improve fabrication and packaging processes on MEMS mirrors; 2) automate characterization of their focusing range and dynamic behavior; 3) design a small form factor, large bandwidth, high-voltage amplifier; and 4) characterize the imaging performance of complete optical systems. This award reflects NSF's statutory mission and has been deemed worthy of support through evaluation using the Foundation's intellectual merit and broader impacts review criteria.