Firstly, when you add the clothes... you're pressing the wrong button! There is a single "tick" and a double "tick". The single tick will replace the figure you have already loaded, while the double tick will add a new figure to your scene. Use the double tick, and the figure won't get replaced. The textures are just 2d images which you can create with Photoshop... but you need to "paint over" the "wireframe" texture template which should be on your content CD as each part of the texture image relates to a specific part of the 3d mesh. Chances are, you've unzipped the files from the zip to the wrong places in your runtime folder. This is complex to get one's head around for the first time, and I would recommend you have a look for a tutorial on where everything should go. "not enough memory" is a standard error message which means Poser is confused. Chances are it cannot find a geometry file (.obj) in the geometries folder. If you have Poser4, you need the 4.03 patch from curiouslabs.com Think I've covered it?!? H:)