Let me assure you this has happened to me many times before I learned the proper solution. So don't feel bad. OK, you're getting this problem because of a problem with the bum files. I'm thinking maybe the bum files are listed as jpg rather than bum files right now. The bum files need to be converted. The easiest way to do this is: 1.) Run Poser 2.) Load any prop (do not load the item that causes the problem). 3.) You probably have a file that has a name like paperbum.jpg. You need to load that bum file. 4.) Poser will ask if you want to convert this to bum. Say yes. You might want to do this to any other similar files.. anything with the word bum as part of the name, but jpg as the file extension. 5.) Get rid of that prop... hit new, etc... 6.) Now load the new item. You may still need to get rid of the geometry rsr. 7.) All should be well after this. What happens: 1.) Poser doesn't want to load the item because your bum file is missing. 2.) You hit ctrl alt del, and in essence you screw up the geometry file. 3.) You go back in and load the file. The object file has been corrupted. It won't load. 4.) You get the out of memory error. 5.) You repeat the cycle. *** "This message states My Not So Humble Opinion. Our opinions might differ, but I respect your opinion!"