as far as the xp upgrade, first, i wouldn't bother with xp to start with, and 2nd, its always better to start with a fresh install. haven't tried it yet, but i understand that the upgrade soft for win2k will work so long as you have a full version 98 to work off of. with daz studio being delayed more, that means that i now have more time to finish saving $$ for the last few parts for my 2nd system. besides, i think the better the system, the better the software performance. kt