Hmm. that's really odd. 40 entities shouldn't be a problem though, although with 100 or so, the class gets really really big. In 1.0.2004.2, I modified all code so it doesn't rely on that class anymore, so you could then remove it from the project if you want to (need to). If you use 1.0.2004.2 code and remove the predicatefactory (or move it to another project), does it still crash or/and does vs.net still go bezerk?