@Malice: A I see now

What exactly is srv 12.4 - on an older project srv went up 20 and the fps shot down to 30.. could this be linked?
My clip range is slightly further than the map size (5000x5000) clip near is set to 1, and clip_far is 6000...
The furthers models are still models just with very low polycount (I think thats a pretty good LOD then right?)
Im currently setting up terrains - problem is that I was using 2 2048x2048 textures per layer of the level, and setting the invisible parts to overlay, and the sprites to passable.
The reason this is a problem, is because passable terrains are considered 'water' in my script. I've thought of a work around and am going to set it so that water terrains need to have flag2 set in order to be water..
And thank you, That was good help

@Sivan Thank you
The shadows are actually part of the ground texture, to save resources. 17ms is all the numbers added together, right? How Do I bring down Srv? I assume thats the problem.
The reason I have it in 800x600 is because I originaly had it set for 1024x768 but I wanted to see if converting it down would solve anything - which it didnt.. So ill be adding several resolution stages eventually...
Thanks for the Help

Cheers guys!