Busek Co. Inc. proposes to advance the maturity of an innovative Spacecraft on Umbilical Line (SOUL) System suitable for a wide variety of applications of interest to NASA, DoD and commercial missions. SOUL is a small (<10kg) robotic, self-propelled, self-navigating, autonomous vehicle equipped with a tool (e.g. gripper, light, camera etc.). The SOUL vehicle/robot is attached via the umbilical line to a larger host spacecraft that stows it in a marsupial-like manner and communicates with ground. The umbilical delivers power and commands to SOUL from the host spacecraft. Conceptually, the SOUL is a tool on the end of tens of meters long robotic arm with infinite degrees of freedom (flexible umbilical) that can access locations unreachable by conventional robotic arms. The initial purpose of the USAF and Navy funded SOUL development was removal of large space debris (1000kg class). Under this program, the development of the SOUL vehicle was extremely successful. The SOUL, tested on a air table, autonomously recognized simulated debris, estimated its pose relative to the target (fusing visible, IR images and IMU information), planned a path to the debris and executed the path and the touched the target with minimal momentum transfer. In Phase 1 of the present program, Busek designed, build and tested a winch that is the key part of the SOUL deployment and retrieval system, panning out or reeling in the umbilical line. In the proposed Phase 2 effort Busek will build the entire SOUL system consisting of the SOUL vehicle, umbilical, the Deployment/Retrieval system and the Command Module. The entire system will be housed for launch in a 6U CubeSat deployer which will also stow SOUL when inactive. Demonstration of the integrated system including the 6U deployer will be performed on the air table. The ultimate goal is to make a flight worthy system and demonstrate it on the ISS. Flight readiness will be achieved by qualifying program on the Phase 2 hardware.