I know the memory usage is high. Its similar to an app like MCE or other HTPC software. I really dont know why it needs quite so much. I dont see any obvious optimisations, but is a possibly. There may be a memory leak for avi snap videos though possibly. However GameEx uses as much CPU time as you want it to, and all of it by default. Theres info about this on the docs page. I agree, it is bloated for old (and I mean very old) systems, but as I've said before, GameEx is a high end frontend and basically htpc software. Its designed for MCE systems, and full spec arcade machines. It aint mean to run on a 486. On all my modern systems, its stable as a rock, and runs for days and days without a slow down or issue, but then again I dont own a system with less than 512MB. I also only run NT based OS's. Would you run DOOM 3, any of the available HTPC software or even Windows XP on a pentium 2? I can highly recommend MAMEWah or Gamelauncher if you want a smaller less functional front end. Tom