Of my 50 or so most important apps, only 2 didn't continue to work in 2K. I spent 3-4 days scouring the web for all the updates and fixes and stuff for every single app, game and hardware driver to function under 2K before I started the rebuild. Saved everything on cd's. Also I made sure I had all the original cd's etc available before I killed the system. And serial numbers!! You can always upgrade, then 2K lies on top of 98, and takes over control of the apps. You might still keep some problems over the upgrade though, if you're unlucky. Best is of course do what I did, clean out and reinstall EVERYTHING. The apps I mean, not data files such as Poser Runtime. Those I backed up and simply restored. It all took me 2 weeks but it was worth it. :] FishNose