Optoelectronic integrated holds the key to higher performance, reduced mass and radiation-hard space systems. A special need is increased flexibility of phased arrays for communication and detection. Currently RF arrays use ferrite waveguide elements for phase shifting which are both bulky and lossy with a phase shift limit of 360º . Light Detection and Ranging (LIDAR) arrays currently use a single optical source with mechanical steering. An identified goal would be an RF array with true time delay for beam steering and combined in the same physical location with an optical array steered via optical phase shift. ODIS approaches this problem with an optoelectronic circuit that integrates the RF and optical elements within a single chip. The RF at Ka band is generated by an optoelectronic oscillator and converted to RF power in a photodiode at the antenna element. The antenna element is a printed dipole on chip with dimensions of λ/2 (≈4.3mm). The optical source is an array of vertical cavity lasers spaced sufficiently closely to achieve a coherent beam. Optical beam steering is achieved by optical phase shifting of the coherent beam. In this SBIR, ODIS will demonstrate the key components integration to achieve a common RF/optical aperture.