well, it obviously won't look better than the source, so i'm assuming it looks worse, and that's the problem.
Tmpgenc ain't the best mpeg encoder about. It's cheap though, so you'll want to get the most out of it. Did you make sure you did a 2-pass VBR encode?
What exactly IS the problem, by the way? blockiness or whatever? Give us a bit more to go on, and we'll be better able to help, but i'm guessing you did a single pas cbr.
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