Yeppers... Thanks. All i needed was to transfer clothes, object and some other stuff from p5 geomotry directory to the p4. exported the pz3 file and its animation very niceley.. now I have to see if the max4 max file i saved will load into max5. seems round about but I contacted curious lab and they have no intention of making a pz3 to max5 plugin anytime soon. its too bad. PS excuse the large azz gif file. i just wanted to show you how much better the render quality is in max. even though is a 127 gif colors.