The while (wait > 0) did the trick so thanks muchly.

The other suggestions are to an app where I was really just trying to reproduce the issue I was having witout posting 4,000 lines of code. In the application I have, I have 11 background processes (for this example only 8) and I do use foreach, just was typing quickly this morning and I'm a native 'C' speaker so it comes off the fingers quicker for quick-and-dirty things. (give me time and I'll be horking up my C code with foreach. :) )