We designed and built a highly scalable incoherent Optical CDMA testbed for Lockheed Martin as a novel platform for testing different avionics applications. It enables users to communicate with each other at OC-24 including transfer of data at ∼1.25 Gbit/sec per user with raw BER of less than 10-12. The system architecture uses (3,11) fast wavelength-hopping, time-spreading prime codes with a chip size of 73 ps utilizing standard on-off-keyed picosecond optical pulses allocated in the time and wavelength domains. A novel design of optical encoders and decoders enables the realization of a secure connectivity approaching a so called "one-time-pad" security. The testbed is also designed to conduct eavesdropping studies among testbed users. This incoherent OCDMA approach is compatible with existing DWDM optical networks and uses offthe-shelf components.