Attached Link: http://www.brycetech.com

Get the 3.1 updater. Version 3.0 is as buggy as hell. The 'out of memory' thing is a generic fault report, and is very unlikely to be related to an actual lack of memory. The files are available here: http://www.brycetech.com You must have your original Bryce3.0 CDROM disk in order to update. I have read that the updater works OK on the cover CD given away free by 3D World mag, but haven't tested it myself - so no guarantees from me. :-)