Overlay is a plug-in and a tool-modifier for overlaying (covering) faces and polygons of editable meshes with 2D and 3D objects. It has been developed for 3ds Max 2008 and higher 32- and 64-bit versions of the product.
Main benifits:
     -  You can overlay any faces and polygons of editable meshes no matter how they are arranged in space.
     -  The plug-in overlays with 5000 elements (3D meshes) a polygon in 54 seconds on a computer with Intel Core2 Duo CPU 2.00GHz and 2 GB RAM.
     -  All overlaying elements can be attached or grouped in one object. If they are attached, you have: one object as a result; your work in the scene will be fluent; and the saved file will be smaller than if they are grouped.
Comercial version: http://www.creativecrash.com/downloads/overlay--3/download_page