We designed, built, and demonstrated a highly scalable incoherent Optical CDMA testbed under DARPA contract as a novel platform for testing different avionics applications which will be characterized by Lockheed Martin. It enables users to communicate with each other at the OC-24 rate of ∼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.