I would agree with eric, and would add my own 2 cents in . If you are considering 3D Max, (@ US $3500!) then the upgrade to Carrara 2.1 is FAR more valuable @ US $150. I have been doing 'pro' level work with it, (i.e. I get paid!) for 2 years now, and I have dabbled in 3D Max as well. Max can do a number of things that Carrara can't do, but for the price, it takes a real need for me to work in the far more difficult interface of Max, when I can get things done faster, with great quality in Carrara. Just my 2 cents. Take it or leave it, it's free! ;>