THE MINIATURIZED DISTRIBUTED OCCULTER TELESCOPE (MDOT) WILL PROVIDE UNPRECEDENTED DIRECT MEASUREMENTS OF BRIGHTNESS OF EXTRASOLAR DUST DISKS IN THE NEAR-ULTRAVIOLET SPECTRUM WITH A SENSITIVITY OF ~22 MAGNITUDES PER SQUARE ARCSECOND AND AN INNER WORKING ANGLE OF 0.6 ARCSECONDS. IT WILL BE CAPABLE OF DETECTING EXO-ZODIACAL DUST DISKS AROUND 6-8 NEARBY STARS WITH A 5-SIGMA SENSITIVITY OF 10 TO 80 TIMES SOLAR ZODIACAL LEVELS AN ORDER OF MAGNITUDE MORE SENSITIVE THAN THE LBTI HOSTS PROGRAM. THIS WILL HELP CONSTRAIN TARGET PROPERTIES FOR FUTURE MISSIONS SEARCHING FOR EARTHLIKE PLANETS. IT ALSO WILL STUDY THE EMISSION FROM KNOWN YOUNG BRIGHT DEBRIS DISKS MEASURING THEIR UV BRIGHTNESS TO CONSTRAIN THE SCATTERING PROPERTIES OF DUST PARTICLES. THIS DONE THROUGH THE USE OF A STARSHADE - A 3-M DIAMETER OCCULTER DEPLOYED BY A MICROSATELLITE THAT PAIRS WITH A 6U CUBESAT CARRYING A 10 CM TELESCOPE. THE TWO SPACECRAFT FLY IN FORMATION IN LOW EARTH ORBIT AT 500 KM SEPARATION ALLOWING IMAGING OF TARGETS FOR 5-10 MINUTES OF EACH ORBIT. THRUSTERS ON THE OCCULTER MAINTAIN ALIGNMENT USING GPS-BASED NAVIGATION. EXTRASOLAR DUST DISKS ARE BOTH A TRACER OF PLANETARY SYSTEM FORMATION AND A POTENTIAL NOISE SOURCE FOR FUTURE EARTH-IMAGING FLAGSHIP MISSIONS. AS A SECONDARY TECHNOLOGY OBJECTICE MDOT WILL ADVANCE THE TECHNOLOGY READINESS LEVEL OF STARSHADES FOR FUTURE LARGE-SCALE STARSHADE MISSIONS.