A friend of mine download one of our freebies, now many downloaded the same freebie and didn't have this problem and it may have to do with UV Mapper Pro. I used that for the first time to do a texture for that particular model, saved the object model and the one friend couldn't do anything with it until I put it back into regular UV mapper and then just resaved it out for her again. Now it may NOT be UV Mapper Pro, I have been experimenting with it, but see it works on OS XP, ME and '98, so maybe the operating system has something to do with it also. My suggestion is try to find out if the model was used at anytime in UV Mapper Pro, if so, I am sure Steve would like to know if there might be a conflict. This is just a thought, could be completely wrong here. Sharen