I agree with everyone else, turn off OpenGL. Also you mention that your video card uses shared RAM - yuck. For a real video dependant program like VUE you need a decent video card. If your job depends on it, get a 3DLabs card that has OpenGL IN THE HARDWARE - not just one that SUPPORTS OpenGL. GeForce cards only support OpenGL, so you should turn it off if you go with one of those. Also, use Win2K or XP. Win9x can only support 128Mb of RAM per running application so even if you have 512Mb or RAM, VUE will only be using 128Mb.