wow thanks for all the help. I think what a part of it might be is I have quite a few custom models I have made...I would say well over a hundred. I think I might be bogging down my system by having all those so I am slowly weeding through and deleting the ones I don't use anymore. I will also try that program MaxMem and see if that helps. I have a feeling my CD-R which is external USB connecting through a USB expansion card could be a culprit in resource theft. I will keep everyone posted as to my progress. =) thanks again all!