Dizzie: The "too big to manipulate in memory" messages where on systems running Windows 98/ME. I have been working on this issue, and have rewritten part of the application to use memory other than GDI memory (the cause of the limitation). I have just tested the new procedures with a 12000 x 12000 texture (yep - thats 12 thousand) successfully, although I must admit my PC thought it was a 286 for a while :-) I will be releasing a patch with the new procedures later today. cheers, Steve