I did some checking, some of you may find this interesting. It appears on Win98 or NT that windows does not free up the used memory when you shut bryce down...again windows memory management sux. Anyway, Things have calmed down quite a bit. I killed my original bryce 5 install, defragged (again) and reinstalled. Bryce 5 seems to work ok now..ecept for the B4 files I import..I'm tellin ya it does not like .3ds files or converts...very odd. Anyway I'll work around it. I do like the new features (NOTE: DON"T EVER ADD A TON OF SEGMENTS TO A BRANCH OR TRUNK. (LOL)) Well I guess I was hoping to walk into B5 with out too many problems but...hey the renders are worth it. Later KAP