TeraOps will design and develop a working prototype of image fusion hardware and software capable of fusing up to 30 separate real-time video images. This ultra-high speed fusion system utilizes the outstanding capabilities of the Cellular Neural Network (CNN), a massively parallel analog array computer capable of operating at more than 1012 operations per second. The processor is extremely compact, about the size of a VCR cartridge, and will consume less than 10 W of power. The fusion algorithms will generate both grey-scale and false-color images of high quality and readability. The system will evaluate each input image for its information content at each point in space and time. The output image will maximize the information content across all input images. A universal coloring scheme will generate intuitively-natural colors for sky, land, foliage and other scene components.