kind of a stupid question but where can i find the QC files???

In the same folder as everything else, after you've decompiled the .mdl file.

ok.. that helped, and i got that working... (i know, im a newb, tuts wernt helping...) how do i get my .MAX file to a .smd file its asking me for?

You can use Milkshape 3d to import the .MAX file and then export it as .SMD.

OR

There's a 3DSM plugin out there that lets you export .SMDs straight from 3DSM. No idea where it is, but a google search could prove helpful.

ok, i looked for the 3dsm plugin with no luck, the few links i found were dead. i tried doing it with MS3d and when i tried to export it it told me i had bones problems...

When exporting to .SMD with Milkshape, you need to make sure that every vertex is assigned to a bone, otherwise it'll give you errors and won't export. Its pretty easy to assign vertexes to bones, you should be able to find a quick tut on it.

max smd exporter and mdl decompiler-
http://www.chaosincarnate.net/cannonfodder/cftools.htm

well thjat will make it alo0t easier. thanks