thanks.

so here is what i did to make me think .net screwed up my entire project.

i didn't error trap

Private Sub ctlTemplates_Load

in the load procedure i loaded images from disk, vb was unable to load one of the images... this caused a "out of memory error" which was untrapped. because this user control sat on the main user control for the project it executed when the project opened.

cost me about two hours of time and alot of frustration and its all on me