Wafer-Level Micro-Cameras are needed for a variety of defense and commercial applications. SiGe based micro-camera offer a very low cost alternative for developing visible-near IR sensors that will not require any cooling and can operate in the 0.3-1.7 micron band. The attractive features of SiGe based micro-camera will take advantage of 12-inch silicon based technology that can promise very small feature size and compatibility with the silicon CMOS circuits and electronics for signal processing. Magnolia will work with Albany Nanotech team using 12-inch silicon wafers process with commercial state of the art Ge- growth tool that is being brought on line at the multibillion dollar facility. This facility will allow demonstration of the SiGe low dark current arrays that will provide a low cost advantage over other technologies such as InGaAs. Use of the SiGe arrays and micro-sensors on 12-inch wafers has the potential for Micro-Camera to be under 1000 dollars. The proposed phase II program will be focused on building 2-D SiGe focal plane arrays with high quantum efficiency and very low leakage currents. Magnolia will also collaborate with various systems primes for their systems applications. These design innovations and low cost manufacturing approaches could also lead to micro-cameras with significant reduction in camera size and open new applications in helmet mounted systems and sensors for micro air and ground vehicles.