Recon/Optical, Inc. (ROI) is developing an advanced airborne Intelligence, Surveillance, and Reconnaissance (ISR) demonstration system based upon the proven ROI technology used in the SHAred Reconnaissance Pod (SHARP) for the U.S. Navy F/A-18. The demonstration system, which includes several state-of-the-art technology enhancements for next-generation ISR, is scheduled for flight testing in the summer of 2005. The demonstration system contains a variant of the SHARP medium altitude CA-270 camera, comprising an inertially stabilized Visible/NIR 5Kx5K imager and MWIR 2Kx2K imager to provide simultaneous high resolution/wide area coverage dual-band operation. The imager has been upgraded to incorporate a LN-100G GPS/INS within the sensor passive isolation loop to improve the accuracy of the NITF image metadata. The Image Processor is also based upon the SHARP configuration, but the demo system contains several enhancements including increased image processing horsepower, Ethernet-based Command & Control, next-generation JPEG2000 image compression, JPEG2000 Interactive Protocol (JPIP) network data server/client architecture, bi-directional RF datalink, advanced image dissemination/exploitation, and optical Fibrechannel I/O to the solid state recorder. This paper describes the ISR demonstration system and identifies the new network centric CONOPS made possible by the technology enhancements.