As the carry and protective gear of the modern war fighter increases, the burden on the human body will necessarily increase. In our present TALOS MkIII project, we are developing lower body augmentation to preserve speed and agility while bearing this weight. Yet we cannot ignore the impact of this weight on the upper body: in this project we propose to develop an upper body exoskeleton with passive actuation and a novel, light weight transmission to articulate the shoulder, elbow, and possibly wrist joints. The device will provide gravity compensation for the total weight of arms, leaving the operator unencumbered by their mass, as well as being adjustable to provide significantly more assistance for specific applications. This system will then form the base platform for a fully powered arm exoskeleton in a future program; by providing the maximal passive assistance in this effort, the energetic efficiency of that future exoskeleton will be maximized. In conjunction with our teammates, we will use the latest technologies to develop a lightweight fully functional untethered lower body exoskeleton at a Technology Readiness Level 6.