Exactly which Poser are we talking about here? 4 or 5? Because it does make rather a large difference. If it's 4, I'd get rid of Mem Turbo for a start. I've been running win 2k with poser 4.03 for 3 years now and never had a conflict - other than the usual poser 'features'. Win2k is definitely one of the most stable OSs you can get. But I run the bare minimum of apps on my machine. No junk, no neat little free programs that clog up the system - just the stuff I need to work. If it's poser 5 you're using then it's a whole different can of worms. It could be anything. But I'd still ditch Mem turbo. Because if you're getting a memory error, it seems to indicate some kind of memory conflict - ergo, memory managers are the problem. mac