"I had about %60 of my resources available...I ran Bryce, then closed it, and my resources stay at about %30..." First, you really should have more resources available than that to begin with (assuming that's a fresh boot number) --60% is truly terrible. Run msconfig and put the brakes on some of the junk programs that are probably running in the background at start up, and be sure to clear out your start up folder of anything you don't absolutely use every single time you're on the PC. I run only what my PC needs to work, and have approx 90% resources available at every boot (with WinME). Second, if your are being left with only 30% after exiting Bryce, this would indicate a serious problem with Bryce returning its resources to the OS, not a problem with the OS itself.