We anticipate that there are also applications beyond NASA, in military and commercial sectors. The DoD is seriously investigating autonomous rendezvous and docking for the purpose of resupply, maintenance, and upgrading of valuable orbital assets. DARPA's Orbital Express program (which provided the majority of the funding for the development of the baseline SPHERES system) was the first major on-orbit investigation. We anticipate that DARPA, AFRL, USAF Space Command, and other DoD organizations will invest in autonomous rendezvous and docking technologies. We would position the MOSR RDOS testbed in a similar role as for the NASA missions as a low-cost, uniquely-capable system for rapid, iterative evaluation of algorithms and hardware for the last-few-meters problem. The primary application for the MOSR RDOS testbed is in support of the NASA Mars Sample Return mission development. In the context of this mission, we see applications of the testbed in both ground and flight implementations, and in several technical contexts. A successful Phase 2 project would result in a system implementation that would be ready to operate on the ground or launch on the Space Shuttle. This product would have immediate relevance to other NASA orbital rendezvous and docking applications. NASA is planning a number of missions that may involve autonomous on-orbit rendezvous/docking, including sample return missions from planetary bodies other than Mars and construction/servicing of large and distributed space optical systems. While these missions are still in the initial planning phases, the testbed could be used to support advanced technology development and mission architecture studies.