The Army seeks to develop a new tactical-scale scene modeling and information extraction (3D/4D) system based on passive sensing of light flowing in austere environments. In such environments, likelihood of detection must be negligible, hence the systems must be passive. Sensor size and power consumption must be minimal to support tactical ISR operations. Information extraction (IE) must be robust, highly configurable and smart since communication bandwidth is limited at best, denied at worst. And, on an as-needed basis, the systems must be capable of reconstructing dense 3D/4D models of complex objects and scenes so that post-collection analysis and 3D display can be accomplished. To address the Armys requirements, Photon-X proposes to advance development of Spatial Phase Imaging (SPI) systems. SPI systems offer enhanced 3D, volumetric and passive analysis of material surface properties. Our approach will include higher performance polarimetric sensors, computing engines and 3D spatial databases. The feasibility of such systems was shown in Phase I via analysis, prototyping and demonstration. We expect at the end of Phase II to deliver for initial Army testing a prototype SPI System consisting of a helmet mounted SPI Sensor and software running on a tablet computer.