This proposal discusses the development and demonstration of a swath-based airborne instrument suite intended as a calibration and validation with relevance to the ICESat II, SWOT and CryoSAT II missions. In particular our innovation will leverage prior NASA developments to focus on system miniaturization and increased performance. It will also support NASA's airborne science missions by utilizing long-endurance unmanned aircraft such as the Ikhana or the Global Hawk. These platforms become directly relevant due to the often remote nature of regions of interest, particularly as one considers the cryosphere. The Phase I will result in a system design that can be realized in a Phase II effort. During the Phase I, measurement requirements will be revisited and key technologies will be identified and incorporated where advantageous into a revised design. Data volume and system automation will be specifically evaluated and a plan for on-board data storage and compression/processing will be proposed. An accommodation feasibility study for the Ikhana will be evaluated. The Phase II effort will realize a prototype of this sensor. At the end of the Phase I, a technology readiness level of 3 will be achieved.