Kuroyume, As an application programmer, it is hard for me to picture how an application could have those problems under Win2K. Poser 5 must be trashing its own memory area. Does Poser run fine for a while before problems occur? Hmm, 1.3GB RAM? I'd try pulling out memory chips down to 512 MB RAM as an experiment. In case Poser 5 is exercising your memory in a way that Pro Pack and other apps you run don't. That is, I'm trying to lessen the possibility that somehow its your hardware. I know you won't want to LEAVE that RAM out, but knowledge is power ;) P.S. Do you have access to some other PC that you could install Poser 5 on, to see if you have similar problems there? -- ToolmakerSteve