Hey there. I used VB6 & the Retained Mode to Load a Mesh created in MAX3. Now this works very well. There are some 450 ploygons and it loads very fast even on my Laptop without a 3D card. Now i''m into VC++ & DX8 and when loading the same X file with any of the SDK samples my model takes 30 seconds to load and it''s rendering at less than 1 frame / sec. Can anybody steer me in the right direction. The model doesn''t contain any attached materials. thanks in advance Matt.