This Small Business Innovation Research (SBIR) Phase II project will produce a commercial prototype of a new 3-dimensional (3-D) imaging technology capable of measuring 3-D surface profiles up to five orders of magnitude faster than existing techniques. 3-D imaging technology is increasingly used for many applications, but current approaches have slow acquisition speeds and cannot accurately measure certain types of objects and scenes. The proposed technology will dramatically advance the state of the art in 3-D imaging speeds from a few Megapixel frames per second up to MHz frame rates without sacrificing metrological precision. At the same time, this approach enables surface profilometry of objects and scenes that are difficult or impossible to measure with existing techniques. The approach uses an innovative projection system to illuminate a scene with patterned light and simultaneously acquire multiple images of the scene. The 3-D image is reconstructed from the acquired images using novel, robust, pixel-independent algorithms that improve accuracy for diverse illumination, object reflectivity characteristics, and minimize the number of images required for an object-independent reconstruction. This Phase II program will build on successful Phase I feasibility demonstrations to produce a complete system suitable for beta deployment at a customer site. <br/><br/>The broader impact/commercial potential of this project will emerge when the technology is used in applications that boost productivity, increase security, improve health, and advance the progress of science. Commercialization will initially target the research market, where scientists and engineers studying mechanics, aerodynamics, robotics, and ballistics require the ability to image dynamic systems in 3-D to validate models, to provide feedback in the design process, and to verify performance of prototype designs. A second target market is manufacturing, where trends towards 100% testing and increased use of 3-D measurements will drive the need for high-speed 3-D imaging capability to improve efficiency, quality, and yield. Beyond these markets, the proposed technology could serve a variety of other unmet needs for high-speed 3-D imaging, such as facial recognition, haptic vision for the blind, robotic navigation and object recognition, entertainment, and others. Because the proposed technology offers unprecedented measurement capabilities in terms of speed, resolution, and versatility, it holds the potential to reveal new phenomena that were previously inaccessible, giving researchers a new tool for understanding our dynamic 3-D world.