Automated Rendezvous and Capture (AR&C) is a critical United States technology gap. AR&C is identified as a critical enabling technology for future NASA Exploration and DoD missions including NASA's CEV, operation and commercial cargo re-supply to ISS, lunar transfer vehicle assembly and MARS missions. Multiple sensors that provide relative measurements of range, bearing and pose are the key to meeting the safety related issues with implementation of this technology. This Phase II effort will provide a real-time hardware-in-the-loop demonstration using the robotic arm to autonomously capture a target spacecraft. The baseline demonstration uses a ground-based variant of the Space Shuttle robotic arm to grapple an uncooperative target. In Phase II, AOS will build an HGS prototype and demonstrate its performance in a hardware-in-the-loop scenario. The prototype employs a modular design approach to the integrated sensor suite. Initially, only the sensor subset addressing passive range and pose estimation will be implemented. Additional sensor modalities will be added as determined in the requirements development. The demonstration baseline employs a robotic arm supported on an air bearing floor and a free floating robot operating as the target vehicle. An air bearing floor allows the arm and target to move freely in three relative degrees of freedom. HGS provides an error signal and possibly associated rates along the axes. These signals drive the arm guidance with sufficient accuracy to successfully grapple the target.