This Small Business Innovation Research Phase I project will explore the feasibility of a novel, low-cost, optically-controlled, adaptive-optics wavefront corrector. The chosen structure of the wavefront corrector is compatible with a Hartmann-Shack wavefront sensor. Such a phase estimator produces a focused optical signal in each subaperture whose position is dependent on the slope of the wavefront. The Optically-addressed Membrane-mirror Light Modulator (O-MLM) design uses a special structure that gives piston-only operation. The proposed concept offers the potential for extremely high actuator density, and its complexity does not scale as the number of subapertures increases. Under the Phase I program, device and system modeling studies will be conducted, component and prototype device fabrication will be accomplished, and device characterization and analysis will be carried out to determine feasibility of this novel wavefront corrector. The prototype modulator will be tested for optical sensitivity, phase modulation depth and speed. The Phase II program will demonstrate an all-optical, high-resolution wavefront correction system in a laboratory-controlled environment. The Phase II system will be designed with astronomical applications and commercial imaging systems in mind. In Phase III prototype adaptive optical systems will be built based on the Phase II results for the telescopes of both professional and amateur astronomers. It is expected that the membrane-mirror wavefront corrector will offer tens of microseconds response time, and at least 8 radians of phase correction at visible wavelengths. The wavefront corrector system will find applications in amateur and professional astronomy as an affordable real-time unconventional adaptive optical accessory. It will also find markets in industrial inspection and machine vision, and medical imaging. Applications of the O-MLM device are in projection displays and optical signal processing markets.