Ok, thanks for that Brad. I got my problem fixed (stupid user) but I did notice something that might be a gotcha for others.
I did the upgrade ok. checked the changes into sourcesafe.
Another deleloper got all the changes and tried to open the project. Vs2005 didnt open as a WAP style project????
took a while but finally found that the old csproj.webinfo file was still in sourcesafe. Deleting this file and re open the project is now sweet.
cheers
scot