This SBIR Fast-Track proposal is submitted in response to PA-03-031, Systems and Methods for Small Animal Imaging. Recent discoveries in genomics and molecular and cell biology have led to the development and wide use of small animal models of human disease, which call for improvement of throughput, sensitivity, and spatial and temporal resolution of small animal imaging devices for evaluation of physiological changes. As the technology advances in different realms of the imaging field, one obvious lag in development is the lack of optimal imaging devices for bright light recordings in small animals. The currently available devices are deficient either in spatial resolution or in dynamic range in bright-light situations. Therefore, we propose to fill that gap by developing a large dynamic range CMOS imager-based camera that will overcome the limitations of existing CCD cameras associated with their low dynamic range when used for bright-light recordings, while dramatically exceeding the spatial resolution of existing photodiode arrays traditionally used for bright-light recordings. The total light throughput of the proposed device will also exceed that of currently existing imaging devices by an order of magnitude, and will have a much lower read-noise and a much lower cost than its counterparts in the same dynamic range. SciMeasure Analytical Systems, Inc., a leader in the manufacture of high performance CCD cameras, teamed with RedShirtlmaging, a leading system integration company, and ImagerLabs, a leading chip designer, propose for this effort to design and manufacture a CMOS imaging system with both high spatial (128x128) and high temporal resolution (-10KHz frame rate), approximately 10/8 electron well capacity (-120Db dynamic range), and approximately 75 electrons read-noise. A small-scale prototype CMOS imager will be designed in the Phase I effort and the efficacy of the design will be demonstrated with existing test equipment. In Phase II, the custom CMOS design and fabrication will be completed, and a new camera design implemented to maximize the performance of the imager. Once optimized, the CMOS imager will be integrated with the camera electronics and application-specific software. The novel CMOS system will be validated in a research environment, compared with conventional systems, and optimized to be marketed as a new product, NeuroCMOS.