Gabe, Why don't you simply create a multiboot for Win2K/ME? From what I understand, ME gave you less problems with Poser, so try making your scene under ME, and then export it all to Max. But you DO have a weird problem. Most people have a more stable Poser with Win2K then with 98/ME. I take it that you run Max without any problems with Win2K? And what aperture size do you use for your AGP card? (I have it set to 128Mb and I have no problems at all. (Just a GeForce with 98SE))