Adding a billboard to a model

I am trying to add a billboard to a spider model that I have created in 3DS Max to help it look like the eyes are glowing. Viewing it in showtools pro I can see the billboard when I am in the shaded soild view and the billboard is staying in place like I want, but when I view it in the textured shaded soild the texture gets placed behind my character. Is there something that I am missing. Please help if you can. Thanks