We describe an instrument package to remotely measure thermospheric, exospheric, and plasmaspheric structure and composition. This instrument was flown aboard the second test flight of the Black Brant XII sounding rocket on December 5, 1989, which attained an apogee of 1460 km. The experiment package designed for this flight consisted of a spectrophotometer to measure He I 584-Å, O II 834-Å, a I 989-Å, hydrogen Lyman β (1025-Å), hydrogen Lyman α (1216-Å), and O I 1304-Å emissions, and a photometer to measure the He II 304-Å emission. The optical design of the spectrophotometer was identical to that of the Berkeley Extreme Ultraviolet (EUV) Airglow Rocket Spectrometer payload, flown on September 30, 1988, aboard the maiden flight of the Black Brant XII rocket. The He II 304-Å photometer consisted of a layered synthetic microstructure mirror tuned at 304 Å in a Wadsworth-type mount acting as a light bucket to focus incident radiation through a thin-film metal filter onto a channeltron detector. We also present the initial data analysis and describe directions we will go toward the completion of our study.