To address the US SOCOM need for a color night-vision sensor, Physical Optics Corporation (POC) proposes to develop a new Integrated Color Night-Vision Camera (ICONIC), based on novel integration of the color night-vision sensor with the compact long effective focal length (CLOFL) lens system in a rugged packaging. The innovation in the proposed color night-vision sensor with the innovative CLOFL optics allows for a compact camera with the required range, making it as a line replaceable unit for current EO/IR turrets of fixed wing for intelligence, surveillance and reconnaissance applications. As a result, POCs proposed technology meets all USSCOM requirements of high resolution, true color (8-bit color) night-vision sensors that can be successfully utilized in real time (30 Hz) imagery applications for both ground- and air-based systems working in low light level conditions (below 0.01 lux illumination). In Phase I, POC will conduct feasibility study (based on analysis, testing, and/or models and simulations) along with identification of risks and potential payoffs to show how the proposed technology meets requirements within the given trade space. In Phase II, POC will build, test and demonstrate ICONIC system using an EO/IR turret.