ok great, thanks chronozphere...

now i jus need figure out how to create a border around buttons and dialogs etc, any pointers you could give me?

also problem finding info on rendering an image to the window, ie as the background image.. thanks again, you've been very helpful

-MM

*edit* here is what i have done so far > http://www.meka-meka.com/meka/Nemesis.rar