There exists a need for a long range stand-off surveillance camera system. This camera will be helicopter mounted and operated outside the threat umbrella at distances of approximately 60,000 feet. Presumably the vehicle altitude will be fairly low resulting in significant image degradation due to the intervening atmosphere. Another major complication will be the mechanical vibration and acoustical noise from the helicopter rotor. This proposal will attempt to determine a technically feasible combination of optics, sensors, stabilization loops, and displays which will yield a cost effective, miniature surveillance sensor which will generate images in real time useful in target identification. The effects of atmosphere and vibration on the modulation transfer function and the sensor will be modeled in computer software. Tricor's optical encounter (OPEC) detection model, and its retinal image modulation (rimm) will be used to generate artificial target data and then modify this information to simulate the image collected by the sensor. Motion blur can also be added to this analysis. This software modeling will allow evaluation of comparisons between different types of sensors and different degrees of motion compensation. The study will conclude with description of hardware for stabilization and display.