Thank you both for taking the time to help me out. If anyone wants the "DITZ" award I've awarded myself do what I did, then follow HAWK99's advice and make sure you have Mimic one installed on your computer. LOL. I had bought a new EMAC and moved most of my apps to my new computer, but neglected to add Mimic 1. Once I did that and then tried the install of Mimic 2 Pro Upgrade everything went smooth as butter! Again thanks for your help. I hope anyone who has gotten a new MAC will now remember to install both Poser and Mimic 1 to make the upgrade work. Cheers!