Remove the call to Application.Run in the Main function. Instead, put your code in Main, in the same way that you would write a console application for the desktop. Note that Windows CE (and hence Windows Mobile) only supports 32 processes, some of which are reserved for system processes. You should try not to create too many processes, so that the user isn't restricted too much (Windows CE will close processes that haven't been used recently, but only if they have a window, I believe). There is a model for loading code as a 'service', but this really requires writing your code as a native C++ DLL to a specific service model. Stability. What an interesting concept. -- Chris Maunder