Look at all the programs you have in the taskbar!!! Is that bar across the top, another 'permanent' taskbar for Lotus, that loads at startup, too?? With all that stuff running in the background all the time, I wouldn't be surprised if you only had 2 Megs of free memory BEFORE you launched Poser. There's 2 free programs you can download, that might help. "EndItAll" and "Rambooster". Run the 1st one, then the 2nd one, to free up as much memory as possible. I remember Poser doing that to me a while back. I might have had to reinstall. Can't remember for sure.