We have designed a compact two-color, polarization-sensitive instrument to measure cloud characteristics from a high altitude UAV and can also be widely deployed as inexpensive ground-based ceilometers and aerosol finders. The instrument is modular, can operate with one or two wavelengths, and can measure depolarization or not depending on the need. The instrument is in two pressurized boxes, an optics box and an electronics box, each about half a cubic foot in size. If desired, the two boxes can be attached for a single box solution. Fiber optical technology is used to minimize critical optical alignments and permit field replacement of the laser and detectors. Micro-optic fiber components are used to separate the colors before detection. We propose to build, test, and calibrate the instrument in the Phase 2 effort.