An innovative discharge geometry for a very compact, area cooled, high average power CO2 laser employing a two mirror, waveguide-stable optical cavity is proposed. The specific Phase I result sought is the generation of an average CO2 output power of 1 W/cm2 of wall cooling area in a geometry that has a total cooling area of 140 cm2. A lightweight CO2 amplifier version of a future Phase II device could be used directly in BMDO s EAGLE sensor program. QSource believes this concept could be scalable to sealed-off output power levels near 10 kW if outputs as high as 1.5 W/cm2 are achieved with the proposed innovation. Since the basic discharge geometry exploits low frequency transverse RF excitation and uses few intravacuum parts, a cost advantage not achievable with conventional area cooled slab devices is possible. QSource is in contact with several companies interested in using the basic concept in their future medical or industrial C02 laser products, and at this time, total Phase III private sector support for use of this concept in the range of 1 $M is possible.