Current state-of-the-art commercial star sensors typically weigh 15 pounds, attain 5 to 10 arc-second accuracy, and use roughly 10 watts of power. Unfortunately, the current state-of-the-art commercial star sensors do not meet many of NASA's next-generation spacecraft and instrument needs. Nor do they satisfy Air Force's needs for micro/nano-satellite systems. In an effort to satisfy micro/nano satellite mission needs the Air Force Research Laboratory is developing an intelligent star Tracker, called IntelliStar, which incorporates several novel technologies including Silicon carbide optical housing, MEMs based adaptive optic technologies, smart active pixels, and algebraic coding theory. The design considerations associated with the development of the IntelliStar system are presented along with experimental results which characterize each technologies contribution to overall system performance. In addition to being light weight, the IntelliStar System offers advantages in speed, size, power consumption, and radiation tolerance.