IIRC all individual Windows applications are limited to 2GB, although you'll need an NT-based Windows (2000, XP) to even reach that limit. If you exceed, or more likely come close to, that limit then Poser will become unstable. OTH, the "Not RAM" message comes up whenever Poser can't find a texture, asks if it should continue searching, and you anwser "No". At that point it'll throw a wobbly and tell you there isn't enough RAM on your system. This clearly has nothing to do with RAM, and is a bogus message. One could reasonably call this a bug in any other application, but as Poser has exhibit this behaviour for years spanning at least 3 releases, one is reluctantly force to conclude that the developers designed it that way, and consider it a feature! ;-) Of course, no current applciation should EVER need 2GB of memory, real or virtual at one time, that's something an OS can handle, but Poser doesn't want to let it... The only contribution that Poser5 makes to this mess is that it uses more memory than earlier versions, so you start off from a higher start point even before you load anything into the scene.