You used Booleans to cut out the openings, right? The problem with doing that in Max is it makes mesh that Poser doesn't like, Poser's roundind does weird things with the mix of tiny and big polygons you get Nonsense. Poser doesn't 'dislike' them, it just tries to smooth around every edge because it doesn't recognise smoth groups. I Dislike them (and I am guessing you do, too), because they create ugly meshes and have occassional other problems like unexplained mesh holes or simply not working. But they are usable. However, this issue doesn't come from using booleans. It comes from the fact that according to Poser there is only one smooth group and everything is in that one smooth group. It's also the reason that if you make a pointy cone shape where all the end vertices are joined into one, the end of the point goes black -- because Poser is trying to smooth around that top > 180 degree edge into all of the polys that connect to it. Create a cube in Max, export it and import it into Poser and you will see the same exact thing, just less ugly because the shape is more regular. Without UV Mapper Pro or anything, you can fix this just perfectly fine inside of Max. Step 1) Open your Max file (not the .3ds export, the original). Step 2) If you haven't already, convert it to an editable mesh or poly. Step 3) Under the 'polygon' sub-object, you'll see a button to select polys by smooth group. Click it. Step 4) Click ONE smooth group number, so you have a single smooth group selected. Step 5) Detach. Step 6) Repeat steps 3, 4, and 5 until only one smooth group remains in the object. Step 7) GO back up to the object level (the object, not the object's polygon sub-object) and click 'Attach List' Step 8) Select all the objects you just created by detaching and attach them. Step 9) Export your .3DS object and import into Poser as you normally would.