||Using rapid prototyping techniques, the Chameleon system explores a new style of interface concept that combines handheld devices, powerful computation with 3 dimensional graphics and spatial sensing. Our futuristic palmtop acts as an input, output and interaction conduit. It is capable of generating 3D models and views through an understanding of its position and orientation in space. That is the palmtop is spatially aware. The video demonstrates the Chameleon prototype system we can investigate how everyday physical objects can be used as the interfaceto elevtronic information and computation.