A prototype heterodyne amplifier module has been designed for operation from 140 to 170 GHz using Monolithic Millimeter- Wave Integrated Circuit (MMIC) low noise InP High Electron Mobility Transistor (HEMT) amplifiers. In the last few decades, astronomical instruments have made state-of-the-art measurements operating over the frequency range of 5-100 GHz, using HEMT amplifiers that offer low noise, low power dissipation, high reliability, and inherently wide bandwidths. Recent advances in low-noise MMIC amplifiers, coupled with industry-driven advances in high frequency signal interconnects and in the miniaturization and integration of many standard components, have improved the frequency range and scalability of receiver modules that are sensitive to a wide (20-25%) simultaneous bandwidth. HEMT-based receiver arrays with excellent noise and scalability are already starting to be manufactured around 100 GHz, but the advances in technology should make it possible to develop receiver modules with even higher operation frequency - up to 200 GHz. This paper discusses the design of a compact, scalable module centered on the 150 GHz atmospheric window using components known to operate well at these frequencies. Arrays equipped with hundreds of these modules can be optimized for many different astrophysical measurement techniques, including spectroscopy and interferometry.© (2010) COPYRIGHT SPIE--The International Society for Optical Engineering. Downloading of the abstract is permitted for personal use only.