is a comon problem in poser 4 propac. to fix it make sure your vert memory is on the same drive as poser is installed and at least 2 times the amount of your ram. V3 is the same as useing 3 of vickie 2 models in your sceen and that is with out useing any morphs. so add morph meshes and textures for each morph and you have some major memory useage. Laters Vel hope this helps