In this SBIR project, EMAG Technologies Inc. proposes to develop a compact, low-cost, scalable, transmit-only X-band active phased array antenna with phase-only nulling capability based on our proven VISAT architecture. The proposed AESA will use commercial PCB manufacturing platform and will utilize commercial off-the-shelf (COTS) parts and components for the entire multilayer stack-up. The proposed aircooled system design will produce 17dBW effective isotropic radiated power (EIRP) per tile while minimizing the side lobes in the transmit mode. The proposed architecture will be highly and readily scalable in power and aperture area, and will achieve high directivity and rapid beam steering using fast microcontrollers.