This paper discusses the design of an improved passive millimeter wave imaging system intended to be used for base security in degraded visual environments. The discussion starts with the selection of the optimum frequency band. The trade-offs between requirements on detection, recognition and identification ranges and optical aperture are discussed with reference to the Johnson Criteria. It is shown that these requirements also affect image sampling, receiver numbers and noise temperature, frame rate, field of view, focusing requirements and mechanisms, and tolerance budgets. The effect of image quality degradation is evaluated and a single testable metric is derived that best describes the effects of degradation on meeting the requirements. The discussion is extended to tolerance budgeting constraints if significant degradation is to be avoided, including surface roughness, receiver position errors and scan conversion errors. Although the reflective twist-polarization imager design proposed is potentially relatively low cost and high performance, there is a significant problem with obscuration of the beam by the receiver array. Methods of modeling this accurately and thus designing for best performance are given.