@XxXGuitar511 > I added your code and un-commented the alphatestenabled=true and i get the following error...

Error in Effect:
mtl_ffpwater(51): error X3000: syntax error: unexpected token
'TextureTransformFlags'

it seems the TextureTransformFlags[1] = count3 | projected; is causing the error.

BTW is the terrain model supposed to have the transparency flag set?