Scanned confocal microscopes enhance microscopic imaging capabilities, providing improved contrast and image resolution in 3-D, but existing systems have significant technical shortcomings and remain expensive. Researchers at Los Alamos National Laboratory have developed a novel approach-virtual pinhole confocal microscopy--that exploits the technical characteristics of available illumination, detection, and data processing technologies to produce an imager with a number of advantages: reduced cost, faster imaging, improved efficiency and sensitivity, improved reliability and much greater flexibility. Previous work at Los Alamos has demonstrated proof of principle. We propose to develop prototype hardware and software in order to evaluate several implementation paths and to determine technical and commercial feasibility. We will evaluate several approaches for high performance illumination, patterned in time and space. We will design and fabricate a prototype system for high performance data acquisition and processing, designed to support near-realtime confocal imaging. We will extend, further develop, evaluate and validate algorithms used to reconstruct confocal images from a time series of spatially sub-sampled images. These advances will allow the collection of high quality confocal images (in fluorescence, reflectance and transmission modes) with equipment that can inexpensively retrofit to existing microscopes. Planned future extensions to these technologies will significantly enhance capabilities for microscopic imaging in a variety of applications, including confocal endoscopy, and confocal spectral imaging. PROPOSED COMMERCIAL APPLICATION Confocal microscopy is a fundamental enabling technology for a range of applications in biomedical research and clinical practice.