This proposal describes basic research activities to develop temporal imaging systems capable of expanding of compressing the time scales of ultrafast optical waveforms while maintaining the integrity of the envelope profiles. The objective or the proposal is to develop temporal imaging systems capable of resolving femtosecond features in optical waveforms. Time lenses will be fabricated as electro-optic phase modulators resonators will be designed for the modulators, new crystals with very high electro-optic coefficients will be employed and very high frequency (mm wave) sources will be used to drive the resonant modulators. New state-of-the-art three dimensional electromagnetic field modeling programs will be used to model the field for the complicated dielectric-loaded resonators; path-integrals through the fields will be used to establish the peak phase deviations to be expected. Many applications could be greatly impacted by the development of practical temporal imaging systems: communications, laser selective photochemistry, and investigation of optical waveforms which ex ceed the capacity of currently available detection systems.