This Small Business Innovation Research Phase I Project will produce an instrument that will be useful in the research environment and , with a more developed user interface, can be useful in many other research fields and commercial applications. The research objectives are to determine the optimum hardware architecture, the associated software algorithms, and the implements a real-time imaging instrument. The research addresses: (a) the problem of low signal to noise ratios in imaging systems, and (b) the need for real-time image enhancement associated with electron microscopy and related fields. The latest generation of microprocessor technology, specifically Digital Signal Processors (DSPs), is now powerful enough to perform real-time image enhancement. An existing SEM/TEM facility will be used to address these objectives. The proposed technology has commercial applications in any field using video imaging for analysis of presentation. The project is expected to result in the creation of a research grade instrument for electron microscopy. Future commercial candidate areas are radiology, flouroscopy, ultrasound, optical microscopy, scanning tunneling and atomic force microscopy.