Hi Rod, thanks for the reply. Yea, I tried that. I did a complete un-install, updated the video drivers (Nvidia just released new ones last week) and installed preview2. Still no go. I get the memory error during opening of any file, it won't even get the file opened all the way. Is it possible Impression just doesn't play nice with 64bit operating systems? I don't recall having this problem on my laptop, which is runing a normal 32bit operating system. Hopefully someone else will have an opinion on this, or has run into this. Anyway, thanks for the reply Rod. Appreciate your help.