in 3ds max when im doing the tuorial he highlights the whole box in polygon mode coverts to editable mesh and flips and then he can ignore the outside of the box, when i do it it just turns the box dark...what the eff?

no i know its just soemthing i have to turn on or off but i have the trial for 2010 you know what im talking about though?

Oh, I know what you're talking about. I had that problem when I tried to model a map using 2009. Select the dark thing, and flip it again.

well i was thinking after trying to install hek, will most of the programs i need work on windows vista x64 if not im planning on getting a new hard drive for a older comp to work on things of this nature.What version on 3dsmax would be best to use and will vista be a problem...if so what kind of problem, can i even get by?Install instruction for hek users on vista?

HEK installs on 64 bit Vista. I'm using a 64 bit computer right now, and haven't run into any problems (64 bit Crysis runs awesome :D). For 3ds max 2009 and 2010, I believe there is a 64 bit you can install as well.

you need to turn on cull backfacing.

it's in Preferences in one of the pull down menus, Customize or something like that...if i had max open right now i could tell you for sure. anyway, open preferences and look through the tabs...viewports maybe and check the box.

I was having trouble installing it ,what is supposed to be on my computer now, i see sapien is now in my CE directory.

And thank you sleepy ill do that.

Sapien.exe, Guerilla.exe, Tool.exe, a tags folder, and a data folder.

yeah, you right click the box, then on properties, turn on backface cull. I dont normally do this though, i usually just select the faces in the way and press hide. I just find it easier to model with backface cull off.

The way I did it is like this.
At the top go to Customize -> User Interface
Scroll down the list of stuff until you find the B section.
Find Backface Cull Toggle.
Set the hotkey to B
Save and done.
Now when you press B it will toggle the backfaces on or off.