What operating system are you using? And can you please tell us exactly what it says? If it is telling you you are out of memory but gives you a directory with an .obj name at the end, it's poser's way of saying it can't find the obj that it needs to load the kneepads. It may have been put into a curiouslabs subdirectory instead of metacreations. Find out where it wants the obj to be by writing down the subdirectory it gives you, then find the obj by doing a search and put it where poser expects it to be. Hope this helps, all users get bit by this sooner or later. 8^) Now if you are on a Mac that's a different story as I guess you have to allocate memory, don't know, don't own a Mac. Marque