If you look inside the poser folder on your hard drive, you'll see a Poser.rsr. It's distinctly possible that file has become corrupt and is giving you the out of memory error. It can happen during data transfer from the cd, or from the install routine itself if the data is interrupted during install. It's also possible that the default settings for the interface are corrupt. Or it could be something else. One other thing that might be causing it is XP. I understand there's a "compatibility" value that can be changed on certain executables. Find the Poser.exe file, right click on it and see if there's a compatibility option. If there is, try setting that to Windows 2000 and try loading the program again. I seem to recall one person got it to work by doing that. I can't verify this as I don't have XP, but it might be worth a try. Other than that and the other suggestions here, you might need to contact Curious Labs tech support.