Hi, thanks for the tips, I tryed what you said, it still came back to the same error message box over and over, only it did finally end with one of those error reports that you can choose to send to microsoft or not, after that it shut the engine down.

I figured out that I had 1 file that was not binding to the resource, when I added that file, the demo finally ran.

I may start another topic on proper uses of "bind", but thanks again for the response.

-raiden