This program will result in the creation of the first technology designed to provide robotic explorer vehicles with the ability to ?learn and remember? the terrain over which they travel. While it is described as a geographic information system it will be used to explore artificial satellites like the space shuttle as well as planet surfaces. The SmartTopo software system will be developed to be portable and robust so that it can be used by NASA in a variety of general and embedded applications. It will be used in robotic inspection of spacecraft on-orbit, and as such will aid NASA in Return to Flight. The idea is simple ? a robot explorer (aircraft, spacecraft, satellite, planetary rover or submersible) will be sent forth with an internal digital map of the topography of an area to explore. As exploration proceeds sensors on the explorer will collect data as always, but now the SmartTopo software will process the data and update the original digital map data in real time. This will result in a higher resolution topographic model of the surface area over which the explorer is collecting data.