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This paper discusses the design of an improved passive millimeter wave imaging system intended to be used for military forward operating base security in degraded visual environments. A simple end-to-end model of such an imager is described, including a simple scene model based on transformations applied to visible and infrared imagery, optical aberrations, focal plane sampling, scan conversion, receiver performance and image processing algorithms. The use of such a model as a design tool is discussed, especially with regard to optimizing scan conversion and image processing algorithms. The expected performance of the latest imager design is predicted.