It could be the size of the file. The largest I've ever loaded into Bryce using Windows 98 or ME is 12.5 Meg (larger files failed...). I have better luck loading under NT (I have a dual-boot system on the Win98 machine). Under NT, I've successfully loaded 117 Meg. Usually I get an error message that sez "Unknown error, out of memory", but I've seen the one you've posted too.