Never used W2k, but I believe it's similar to XP. So the first place to look is at your virtual memory page file setting. In XP it's R-Click My Computer > Properties > Advanced > Performance Settings > Advanced > Virtual Memory Change. You can then select between No page file, System set page file and Custom settings. What to change settings to is a big old subject, and depends on your system configuration, number of drives, RAM size etc. Do a Google search .. there are loads of helpful techie sites out there to guide you. The other thing is that you often get 'Out of Memory' errors when loading multi-part figures where part of the geometry is not where it's supposed to be. When Poser can't find it, it throws a wobbler. Often it's simply an incorrect address within the prop or character file. Again, that's a big old subject, but there are a number of threads here with helpful info. Good luck.