Looking for a piece of software thatll allow me to convert VBR MP3 files to 128bit MP3s, anyone got anything?  just bough a new MP3 player, and would rather have more tracks than sound quality you cant tell is there on earphones.

Ease Audio Converter will do it,  http://www.audiotool.net/.

A PM perhaps

cheers, but after being abused slighty i was informed that creative budled one with it, and they do!

The older version of dbpoweramp (ver. 10) can encode mp3 for free (no trial period), the newer releases of it e.g. 11 onwards have made it into a trial period (30 days i think). Version 10 is still good IMHO.

heres the ver. 10 link:
http://www.dbpoweramp.com/bin/dMC-r10.exe

or

BeLight

This is a nice GUI frontend to the BeSweet program to encode mp3s (and some others). You need to download both BeSweet and BeLight programs and extract them to the same folder for it to work.

BeLight:
http://belight.corecodec.org/

BeSweet:
http://dspguru.notrace.dk/