The Phase II effort will complete the design of a flight prototype of an eye safe 3D LIDAR which, when deployed on Unmanned Ariel Systems (UAS), will detect aircraft flying near the UAS and enable timely avoidance maneuvers. The Active Continuous Awareness Surveillance System (ACASS) sensor detection range for small air vehicles is 5Km. ACASS searches a 30 degree elevation by 360 degree azimuth field of regard in 3Dimensions every 2 seconds. ACASS key components include a SWIR, fully eye safe, high pulse rate fiber laser, optical beam shaping and elevation steering elements, an advanced focal plane array with integrated readout electronics, a wide field of view receiver telescope, and mechanical elements for azimuth scanning. These elements will be developed, individually tested, and integrated into an Engineering Development Model which will demonstrate key functionalities required for a successful detect and avoid sensor system. Testing will be accomplished in both laboratory and ground environments. Test results will be used to update the final design of the flight prototype which will enable a rapid flight demonstration program.