kaom, to be fair I think it works alot better on 512 megs of memory than it did on 64 megs that I had when I was trying to get it to work, but it's something I wish I could get the source to and straighten it out (for profit of course)- It had a potential that was never developed very well is all. Another couple of months or so of development by a couple of dedicated programmers and someone else to write a decent manual and it would have been something . . . but as it is I have to agree that I would not buy or sell it or recommend it in any way. . . . Thanks for the links guys! I'm gonna try Zbrush out to see if it will meet the need. - TJ