wow, i had no idea this issue existed. i just finished building my 64 bit system, and my windows XP CD has SP2 streamlined onto it. #%@$ poser 5, SP2, and 64 bit AMDs have all been around for a while... im biting my tongue about CL, since they say they are working on it so ill give them a chance. i was under the impression that DEP was able to be turned off in winXP, and thats the first 'solution' that came to mind. weve lived without DEP for years, so i dont think its the end of the world to disable it... although it irks me when i have to make compromises like that for software. ill try turning it off specifically for the program first, and let you know how that goes. if not, i guess ill have to turn the feature off entirely, and if that fails ill have to set up a second machine for poser. sigh