:o) Saving as AI (3.0-4.0) type works perfectly! I've tried making these in C but never could get it right. Thanks for taking the time to reply, this really helped me out. Guy

TB, not the kind of news I was hoping for, but at least I'm not alone in this. :o) I'm going to try and recreate the scene once again, this time rendering at each new additional element in the scene. Maybe I can at least pinpoint which element is causing the problems and work from there. I'll definitely keep ya posted if I manage any concrete results. BTW thanks to Lammoth and Blutone for their time to respond - they've generated ideas I probably wouldn't have tried on my own. If any of you would like to try and check out the file, I'd be glad to submit it here or email. :o) Being pretty busy myself, I certainly understand if there are no takers on this so don't feel compelled by me to do so. :o)

Thanks for taking the time bluetone. I renamed and moved the ini, but am seeing the same thing. The file loads to about 44% almost immediately, but then slows to a crawl. Then, after about 6 minutes the "open" dialog box appears so I can direct it to the texture files for the poser figure. As soon as this dialog pops up, Carrara posts the "critically low memory" warning. I've tried clicking ok on the open dialog but it just pops up again along with the memory warning. I emailed Eovia regarding the problem last week, but haven't heard back from them yet. At any rate, from what you've told me, my hardware should run this ok. Thanks again.