Just to be sure - how do you display the FPS in your version? Isn't mRenderer->renderDebugText using D3DXFont to draw the text? It is not very efficient so it may be a source of a part of the FPS difference. But of course not all of it ;)

	fastCount++;
	if(GetTickCount()>fastTime+10000)
	{
		char szBuffer[16];

		itoa(fastCount/10,szBuffer,10);
		
		MessageBox(NULL,szBuffer,szBuffer,NULL);
		pVertexObject->Release();
		PostQuitMessage(0);
	}

So, I am currently trying to go through this list Microsoft recommends.

Using strikethough as I go

General Performance Tips

•Clear only when you must. Only clearing the backbuffer
•Minimize state changes and group the remaining state changes. How do you group state changes?
•Use smaller textures, if you can do so. 256 x 256 recommended.Done
•Draw objects in your scene from front to back. All objects using same z depth at at the moment. Using for 2D only at this stage.
•Use triangle strips instead of lists and fans. For optimal vertex cache performance, arrange strips to reuse triangle vertices sooner, rather than later. Only making quads. But, am using strips.

•Gracefully degrade special effects that require a disproportionate share of system resources. Not applicable yet
•Constantly test your application's performance. Well that's what we are here for
•Minimize vertex buffer switches. Only have one vertex buffer in my app
•Use static vertex buffers where possible. How do you know if it is static?
•Use one large static vertex buffer per FVF for static objects, rather than one per object. What if each object has the same vertex property? Eg. all objects are 256 x 256 quads? reuse the same buffer?
•If your application needs random access into the vertex buffer in AGP memory, choose a vertex format size that is a multiple of 32 bytes. Otherwise, select the smallest appropriate format. Random access as in needing to change vertexes at runtime?
•Draw using indexed primitives. This can allow for more efficient vertex caching within hardware. Tryinng this next. Again what if each object has the same vertex property? reuse the same buffer?
•If the depth buffer format contains a stencil channel, always clear the depth and stencil channels at the same time. Only using 2D with no stencils so this shouldn't apply (I am guessing)
•Combine the shader instruction and the data output where possible. Not using shaders yet.

Does this sound like on I am the right path? And please correct me if anything I have written is wrong.

•Minimize state changes and group the remaining state changes. How do you group state changes?

- for example... changing the alpha blending.

•Use static vertex buffers where possible. How do you know if it is static?

-i forget the flags but basically... can you write to it after it's created? then it isn't static

Use one large static vertex buffer per FVF for static objects, rather than one per object. What if each object has the same vertex property? Eg. all objects are 256 x 256 quads? reuse the same buffer?

- i create 2-3 pools. switch pools every frame. hopefully reduces lag to gpu

•If your application needs random access into the vertex buffer in AGP memory, choose a vertex format size that is a multiple of 32 bytes. Otherwise, select the smallest appropriate format. Random access as in needing to change vertexes at runtime?

- data = vb->lock(); data +13 = x; vb->unlock(); lock/unlock as minimally as possible. write to a locked buffer as minimially as possible.

one thing i noticed is you are doing 1 draw call per sprite. group sprites by texture to reduce draw calls. you may have 10k sprites but do you have 10k textures? maybe you have 10k sprites but they are on 2 textures. you don't need 10k draw calls. you can do it in 2.