As the Air Force moves toward the deployment of many smaller satellites, it would be useful to develop smaller versions of SSUSI and GUVI imagers to take advantage of these multiple platforms, so that global measurements could become an operational reality. The goal of the Phase I effort proposed here is to develop a concept and design for a low-cost, high sensitivity optical sensor to provide remote sensing of the ionosphere and/or upper atmosphere from space platforms. Our focus will be on developing a new UV spectrograph with the optical performance of GUVI or better, yet having significantly smaller mass, and power requirements, so that it can fly on nano-satellites or micros-satellites. The name of the new instrument is GUVI-Lite.