This is a Phase II SBIR proposal to develop the GaAs readout and preprocessing electronics chip of the linear one-dimensional (1-D) and Z-dimensional (Z-D) infrared focal plane array (IR-FPA). Top-Vu Technology will design, layout, fabricate and test a prototype chip using commercial GaAs MESFET technology. The expected results will include a Nx1 array readout and multiplexing GaAs chip. The preprocessing electronics will be designed, fabricated and tested.