In this Phase I project, Physical Optics Corporation, R&D Division proposed to demonstrate a spectrally adaptive remote light system for operation in the spectral range from the UV through the NIR. This system is intended to be installed in the Benefield RF anechoic test chamber at Edwards AFB, wehre it will simulate targets and backgrounds for optical sensor testing. The proposed system will deliver light from remote light points, and will use computer control to vary the spectral distribution of the emitted light, its intensity and its divergence. The Phase I effort will also include designing a complete Phase II system capable of operating in the MWIR and LWIR regions as well.