In this paper, we describe the optical system design, analysis, and the ergonomic layout for a wearable dual-element off-axis display. The optical design is based on a magnifier optical design form utilizing relatively high degree of freedom surface shapes and currently supports an 8 mm exit pupil, 15 mm eye clearance, photopic spectrum (490-635 nm), and a 20 degree diagonal full field of view. The display can operate in see-through or opaque modes depending on the coating of the mirror and the inclusion of a complimentary back surface on the mirror for see- through distortion correction.