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Virtual representations of real world areas are increasingly being employed in a variety of different applications such as urban planning, personnel training, simulations, etc. Despite the increasing demand for such realistic 3D representations, it still remains a very hard and often manual process. In this paper, we address the problem of creating photo realistic 3D scene models for large-scale areas and present a complete system. The proposed system comprises of two main components: (1) A reconstruction pipeline which employs a fully automatic technique for extracting and producing high-fidelity geometric models directly from Light Detection and Ranging (LiDAR) data and (2) A flexible texture blending technique for generating high-quality photo realistic textures by fusing information from multiple optical sensor resources. The result is a photo realistic 3D representation of large-scale areas(city-size) of the real-world. We have tested the proposed system extensively with many city-size datasets which confirms the validity and robustness of the approach. The reported results verify that the system is a consistent work flow that allows non-expert and non-artists to rapidly fuse aerial LiDAR and imagery to construct photo realistic 3D scene models.