An Orion sounding rocket launched from Wallops Flight Facility carried a University of Virginia payload to an altitude of 47 km and returned infrared measurements of the Earth's upper atmosphere and video images of the ocean. The payload launch was the result of a three-year undergraduate design project by a multi-disciplinary student group from the University of Virginia and James Madison University. As part of a new multi-year design course, undergraduate students designed, built, tested, and participated in the launch of a suborbital platform from which atmospheric remote sensors and other scientific experiments could operate. The first launch included a simplified atmospheric measurement system intended to demonstrate full system operation and remote sensing capabilities during suborbi tal flight. A thermoelectrically cooled HgCdTe infrared detector, with peak sensitivity at 10 µm, measured upwelling radiation and a small camera and VCR system, aligned with the infrared sensor, provided a ground reference. Additionally, a simple orientation sensor, consisting of three photodiodes, equipped with red, green, and blue light with dichroic filters, was tested. Temperature measurements of the upper atmosphere were successfully obtained during the flight. Video images were successfully recorded on-board the payload and proved a valuable tool in the data analysis process. The photodiode system, intended as a replacement for the camera and VCR system, functioned well, despite low signal amplification.This fully integrated and flight tested payload will serve as a platform for future atmospheric sensing experiments. It is currently being modified for a second suborbital flight that will incorporate a gas filter correlation radiometry (GFCR) instrument to measure the distribution of stratospheric methane and imaging capabilities to record the chlorophyll distribution in the Metompkin Bay as an indicator of pollution runoff.