WE AIM TO DESIGN IMPLEMENT AND TEST CHIP-SCALE INFRARED 2D OPTICAL PHASED ARRAY RECEIVERS AND TRANSMITTERS WITH SUB-WAVELENGTH ELEMENT SPACING. WE USE A SILICON PHOTONIC PLATFORM WITH PREVIOUSLY CHARACTERIZED PASSIVE AND ACTIVE DEVICES TO IMPLEMENT INTEGRATED PHASED ARRAYS OVER 1530NM TO 1565NM RANGE. OPTICAL PHASED ARRAY TRANSCEIVERS WITH LARGE NUMBER OF ELEMENTS (32X32 AND 64X64) WILL BE IMPLEMENTED THAT CAN BE SCALED UP USING TILING. INTEGRATED COMPACT PER-ELEMENT PHASE SHIFTERS ALLOW FOR LARGE RANGE BEAMSTEERING (>90 DEGREES) UNDER 50 MICROSECONDS. COARSE AND HIGH RESOLUTION FINE STEERING WILL BE PERFORMED THROUGH DIGITAL AND ANALOG OPTICAL PHASE CONTROL. SUB-WAVELENGTH ELEMENT SPACING SIGNIFICANTLY SUPPRESSES THE SIDE-LOBES AND IMPROVES THE MAIN LOBE EFFICIENCY. BOTH RECEIVER AND TRANSMITTER ARRAYS WILL BE CAPABLE OF UNINTERRUPTED COMMUNICATION WITH VARIABLE DATA-RATE FROM 0.1-10GBPS. THE ELECTRONIC CONTROL CIRCUITRY WILL BE IMPLEMENTED ON A STANDARD CMOS PROCESS. MULTIPLE PHASED ARRAYS WITH OVERLAPPING BEAM COVERAGE WILL BE USED IN A 3D STRUCTURE TO PROVIDE 4-PI STERADIAN COVERAGE. THE CONCEPT OF NESTED PHASED AND TIMED ARRAYS WILL BE USED TO PERFORM REAL TIME BEAM-TRACKING. THE RESULTING MINIATURE LOW POWER AND ROBUST TECHNOLOGY IS IDEAL FOR HIGH DATA-RATE FREE-SPACE SATELLITE OPTICAL COMMUNICATION WITHIN A MULTIPLE ACCESS POINT NETWORK.