General Reality Company proposes to develop an Automated Site Model Generation (ASMG) system capable of meeting DoD needs for a compact and automated "scene-to-simulator" image capture/processing device. The ASMG system uses a novel immersive camera which captures video over a near-spherical field-of-view to ensure full coverage of the terrain. 3D structure is extracted from the imagery using advanced motion factorization algorithms, assisted by an accurate 6DOF tracking system. Cultural features are recognized using a combination of object recognition algorithms and registration to DFAD/ITD data, and then inserted into an object-oriented hierarchical database where dynamic attributes are automatically and manually added. Finally, each cultural feature is converted to a set of polygons and textures, and output in standard formats such as Multigen OpenFlight, VRML, RADIUS, and DIS. To ensure the DoD and commercial users of ongoing improvements in the ASMG system, General Reality plans to develop the system in a modular fashion, and publish the architecture openly to support competitive improvements to each module. General Reality has assembled a strong team to carry out the proposed effort, including leading suppliers of each component technology.