Well, I investigated this a little closer. Qt 4 open source edition can't be compiled out-of-the-archive with VS.NET. wxWidgets compiled and I was able to run an OpenGL sample quite easily. The wxWidgets license is more permissive (not that the license was an issue, but it doesn't hurt). Based on that, I'll be pursuing an eventual integration with wxWidgets. The near term will probably be a wxWidget control that implements a CGA color text screen. The existing code will all talk through that. Eventually the screens will be replaced with real dialogs and so-on. First I need to invert the control loop for the I/O from polling to event driven using the existing driver model. Woo hoo. -- "The Direct3D Graphics Pipeline" -- DirectX 9 draft available for download <http://www.xmission.com/~legalize/book/download/index.html> Legalize Adulthood! <http://blogs.xmission.com/legalize/>