This instrumentation proposal is for the Eclipse 90i Motorized Advanced Research Microscope (Nikon Instruments, Melville, NY, USA) with OSTEO 2009 Bone Biology Research System Software (BIOQUANT Image Analysis Corporation, Nashville, TN, USA) and with a Dell T3400 workstation and monitor (Dell Corporation). The Nikon Eclipse 90i microscope is a state-of-the art research system. It is distinguished from other microscopes available to our large user base by the integrated motorized z-axis for automated capture of image stacks, which will be used to characterize tissue structures in thick sections of bone and cartilage and produce three dimensional reconstructions. The microscope includes a motorized x-y stage with encoders for performing precision, automated and repetitive tasks with high accuracy. This will enable automated capture and reconstruction of high magnification mosaic images of large tissue sections. It includes a digital imaging head with epi fluorescence for examination of fluorochrome labeled tissue structures (e.g., imaging of injected fluorescent bone markers to quantify remodeling rates). The microscope also includes advanced optics for DIC, phase, and bright field imaging and a high resolution imaging system. To provide quantitative analysis of bone, the system includes OSTEO 2009 Bone Biology Research System Software. This software package is designed for complex morphometric analysis of bone, including structural and cellular parameters relating to bone formation, remodeling, and mineral apposition. A Dell workstation will interface and run these systems. This instrument will be located in and managed by the Structure-Function Biomechanics Core of the Penn Center for Musculoskeletal Disorders which is supported by NIH/NIAMS through a P30 grant. This Core has been a critical resource facility for a large number of NIH-funded and non-NIH funded investigators at the University of Pennsylvania. The proposed system will greatly enhance the capabilities of the Structure- Function Biomechanics Core. Our current ability to characterize the microstructure of musculoskeletal tissues under normal, diseased, injured, or repaired states is not sufficient for the needs of our user base. As the structural component of our Core is becoming increasingly quantitative, this microscope is absolutely necessary. The American Recovery and Reinvestment Act of 2009: The University of Pennsylvania School of Medicine contributes substantially to the local economy. The School of Medicine contributed 37,000 jobs and $5.4 billion in regional economic activity in 2008. The current proposal will impact the research program of each user to preserve or create jobs within the greater Philadelphia area and advance science and health across the nation. Further, it will create or preserve jobs at the small businesses associated with this instrument purchase. Optical Apparatus Co, the vendor for the microscope, in Ardmore, PA is a small woman-owned minority business with eight employees and Bioquant Image Analysis Corp, the vendor for the software, in Nashville, TN is a small biotechnology company with six employees;this instrument purchase will significantly impact job creation at these companies.