I still doubt GDI+ has anything to do with it. As far as I know GDI+ does not hold a reference to anything in a VB project. VB will shut down when all running code has terminated and all objects are unloaded (circular references are almost always a culprit). GDI+ is not an object. This may be appropriate to post in the VB discussion forums if you'd like others to help troubleshoot and brainstorm.