Ok.... since I am also a Tech by trade, I'll comment on some issues... 1) I have found ME to be a pretty good upgrade from 98SE. 2) I >LOVE< WinXP. Been running it since the betas and it is a solid system. 3) Don't let the product activation scare you, it's not a big thing. 4) I have seen no verifiable cases of WinXPHome being less stable than WinXPPro 5) There is a serious, unfixed bug in Poser that causes this "out of memory" error - it is NOT the fault of the OS and manifests in multiple environments.