For low-light-level infrared image and signal processing there is an urgent need for a high resolution, high-sensitivity Infrared- sensitive Spatial Light Modulator (IRSLM) that can be read out at visible wavelengths. The existing commercially available spatial light modulators such as the microchannel spatial light modulator and the Cds liquid crystal light valve are not capable of responding at these wavelengths. However, recent developments at Quantex, Inc. in electron trapping materials have led to infrared- to-visible upconversion phosphors that appear to have sufficient conversion efficiency and spatial resolution to drive a highly- sensitive optically-addressed spatial light modulator such as the new family of charge transfer spatial light modulators invented at Optron Systems, Inc. Therefore, Optron Systems and Quantex propose to explore the development of a new IRSLM that consists of a special liquid-nitrogen-cooled electron trapping material that emits visible light upon excitation with infrared image and a high-sensitivity Charge-Transfer Liquid-Crystal Light Valve (CTLCLV). Both the IRSLM and the CTLCLV are expected to stimulate the field of optical computing, parallel optical image processing, astronomical imaging, multispectral image fusion, machine vision and industrial inspection.