Yeah i tried quill3d, its not bad. I was impressed to see a BB3d modeler/scene editor. Its interface isn't as ez as milkshape, but it seems to have quite a bit of extras though i haven't had much time to play around with the demo yet. I also have the demo of ultimate unwrap, I didn't know it supported milkshape models, so thats quite nice. I'll figure it out eventually. When i was starting ult unwrap up, it said "no uv coordinates" and then said nothing, so when i loaded a model it showed nothing, when i selected everything it just highlighted the upper left corner so i'm guessing with no cooridnates that it decided to put all the vertices etc in the same spot. Oh well i'll figure this out. Thanks.