This is my latest version of QBsp.exe. I noticed that there was 5 to 10 different versions of QBsp.exe and the only difference was the number of "MAX_FACES" compiled into it. So I took it one step farther and changed it into a command line switch(-max_faces [num.]). I compiled DM1.MAP that comes with the source code with the default setting (16) and it took 60 seconds on my brand new Pentium Pro 180 (insert favorite Tim Allen Sound). Bumped the setting down to 9 (the lowest it would go without complaining) and it took 51 seconds! I used Symantec C++ with all optimizations on including the Pentium optimizations. If any one has any ideas, questions, or comments, just email me. Buzzman buzzman@erols.com PS This does not fix the "Point off plane" error. I will fix that in the next version along with other enhancements.