I don't know if there's a way to dictate per-task memory allocation to Win2K, but if you're looking for an overall performance boost, here're the ones I've done: 1. Set Application Response to favor the foreground application over background tasks "My Computer" --> System --> Advanced --> Performance Options --> Click on "Applications" 2. Change the priority of Poser from within Task Manager: Go to the "Processes" tab in Task Manager, find "Poser.exe" in the "Image Name" column, and right click on it. This will bring up a menu, among which you'll find an option called "Set Priority." Open it, and select "High." (BTW, this isn't the highest priority you can choose -- there's one above "High" called "Realtime," but Win2K won't let you set a task to this priority unless it has a special security token built into it, and I'm betting that Poser doesn't. :-) Changing the priority will make Task Manager throw a warning dialog up, so be prepared for TM telling you that you're risking instability. (Personally, I've never seen any ill effects from changing the priority of an application task.) 3. Remove any unneeded background tasks from your system. MS Office used to install a CPU-hungry critter called "Findfast" to do quick disk indexing; try ending that process from Task Manager and see if that helps. (If it does, you can then go into the Office setup to remove Findfast for good.) 4. Defragment your hard drive: 5. Adjust your BIOS CAS/WaitState settings: Look at this link: http://arstechnica.com/tweak/win2k/others/memory-1.html And here's a couple of ideas that I haven't tried, but which would make Poser fly a little faster: 5. Set up a RAMDisk I haven't tried this yet, but here's the idea: Set up a RAM disk big enough to hold your installation of Poser, install Poser (and all of your 3rd party stuff) to it, and use WinZIP to manage it. The downside to this approach is that you'd need about a 2GB RAM disk to pull it off (meaning you'd probably want to have 4GB total in your system), and you'll have to be pretty fastidious about managing it; the upside is, of all the suggestions I could think of, this one would have (by far) the greatest boost to Poser. http://support.microsoft.com/support/kb/articles/Q257/4/05.ASP 6. When it's sitting idle and in the background, Poser (on my machine anyway) is using around 675KB. When in the foreground, memory usage goes up to around 22MB, and when it's rendering, memory usage goes up to 375MB. (This on a system with 512MB installed.) Bottom line is, it looks like Poser will eat as much RAM as you can afford to put in, and I'd expect that "Buy more RAM" is going to be the best and easiest thing to do. One final thing -- I recently installed a dual-processor board (Abit VP6) with 1GHz P3's, upgraded from a single P3 running at 600MHz. I won't say that Poser isn't faster as a result, but it wasn't the kind of "Oh wow" improvement I would have expected. If I had to do it over again, I would have jacked the memory up to 4GB. Hope this helps!