I agree with the above posters- why do people still continue to try to run Poser (or anything) on Windows 98? In case you hadn't noticed (and I guess you haven't), Windows 98 is 4 years old!! How can you expect any modern program to work on it? Upgrade to Windows 2000 or XP. If you "can't afford" to upgrade, then don't complain- just accept the fact that Poser won't work on your computer. It has been long-proven that Windows 98 and Poser 4 and the Millenium Figures (Vicky 2 or Mike 2) DO NOT work well together. And having only 64M of memory is just insane- memory prices have fallen to all-tme lows. Having 1G of memory costs, what, a few hundred dollars (if that)? Then again, Windows 98 probably may not "see" the entire 1G of memory.