Presented here is a computational system which uses free-space optical interconnect (FSOI) communication between processing elements to perform distributed calculations. Technologies utilized in the development of this system are integrated two-dimensional Vertical Cavity Surface Emitting Lasers (VCSELs) and MSM-photodetector arrays, custom CMOS ASICs, custom optics, wire-bonded chip-on-board assembly, and FPGA-based control. Emphasis will be placed on the system architecture, processing element features which facilitate the system integration, and the overall goals of this system.