Another easy thing to try. Reinstall Win98. You may have corrupt or missing files that is now showing itself with Carrara. Reinstalling will fix any corrupt Windows files without messing with anything else. The one thing I'm not sure about is whether this will drop you back to an older version of DirectX or not? I also can't stress enough that you have a good amount of room for the Scratch Disk. I gave it 2gigs for the Scratch Disk on a different drive. Maybe a little overkill but Carrara does like some breathing room here. One thing you can do if you don't have much Hard Disk room left for a Scratch Disk is to go into the prefferences and lower the number of undos that your allowed. Even though you may not have used the undos it will want to have the space needed to be able to do the amount of undos that it's set for. Don't try anything drastic, just the simple things. If these things don't do the trick you'll at least have them out of the way when you do get hold of Tech Support. Hope to hear that you have Carrara working soon. Happy Holidays DM aka Nite Miner