Observera, Inc. has teamed with the Sarnoff Corporation to research, design and prototype a real-time image restoration system for large format, low noise IR focal plane arrays (FPA). Phase I will identify and prototype an image restoration algorithm that is capable of increasing the target acquisition range of third generation FLIR systems by 50%. The Phase I "option effort" will look at multiple image restoration techniques as a means of improving image quality. A real-time image restoration system will also be designed that meets the latency requirements with less than 2 frame delay between input of image and output of restored image. The Phase II effort will be characterized by rapid prototyping methodologies, spiral development, and real-time processing objectives. The Observera/Sarnoff Team has a strong record of past performance and proven capability in commercializing advanced imaging and video technologies. Our extensive experience in algorithm/hardware evaluation, real-time video exploitation, advanced image processing, and high-performance computing hardware technology make our team uniquely qualified for this task. Super resolution technology will be incorporated into our commercial video processing hardware and software. This effort will allow high-resolution displays for low-resolution video and digital cameras and allow aerial video images to be more fully utilized for intelligence, targeting, damage assessment and battlespace awareness. Civilian applications for our products include land-use management, utility and transportation corridor monitoring, surveillance, and environmental protection.