I used to run Mastercook fine with Windows 98, now I'm using Windows XP Home Ed. 2002 SP.2 and whenever I have tried running Mastercook 9 it says "Windows resources are dangerously low......". I defragged, ran System Mechanic 7 ( all is in good health) even switched to Mastercook 7 thinking I may have gotten a bum disc with 9. Still the same thing. I have tried setting my virtual memory, it has initial size of 2MB and max of 1822MB but will not let me set paging to anything above 1215MB, don't know what that all means. I have more than plenty of disc space and ram but it just keeps doing the same thing. All my other programs work fine. Software designer (ValuSoft) isn't much help at all, just says to return product if defrag hasn't worked. Any help is greatly appreciated, I really need to use Mastercook for cost analysis, unless someone knows another program that does the same. Thanks, Teresa AMD Athlon XP2000+ 1.67GHz driver dtd 2004. 1.18GB RAM with 62% free. 61 GB of free HD space. Video VIA/S3G KM400/KN400 driver dtd 2003.