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free win32 c++ GUI builder?

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I'm looking for a free win32 c++ GUI builder, non MFC that will work with visual studio .net 2003. I know you can use resources to make dialogs, but that is not what i want, and i don't want to use managed c++ or MFC. Any suggestions. Thanks

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The latest version of MinGW is free and comes with a GUI editor that you have to implement all functionality yourself.

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