Thought I'd update, Hans. Just finished updating my MediaSmart EX495 to WHS 2011. Summary: Definitely do it! WHS 2011 is solid + runs like a dream. Was having probs with V1 + disks, and not as hard as I thought. It did take a little expense and time, but overall very worth it. Here's what you'd definitely need: 1x copy of WHS 2011 @ around $40 Either: a) 8Gb usb stick (necessary for 'headless installation', optional if with debug board) USB CD/DVD drive (if not using usb method) And that's it! However, what can make your life easier: a) Debug board - allows you to plug in a monitor to your server to watch the installation Processor upgrade (very easy + around £30) c) Memory upgrade (again, easy, but not cheap at around £60) - i haven't done this yet - system runs fine @ 2GB - but maxes out. d) USB keyboard and mouse As for your q's: Pooling and duplication - buy StableBit drivepool @ around $10 - better than DE imho. Auto client backups - native to WHS2011 Windows environment - very! Nice clean, intuitive dashboard interface + good RDP uTorrent + other software - Takes a bit of time, but got uTorrent and Emule up and running as services in a day. Server now runs these - can log into either via web interface, making using magnet/torretn/ed2k links a doddle. Also, use NOD32 anti-virus (not too expensive). Can't emphasize enough how worth it it is! However, I would seriously consider getting one 3TB drive (or 2x2TB if cheaper?) - I had 2TB and made things sooo much easier and safer to have it all on one disk. If you decide to take the plunge - gimme a shout and can direct you the right way in terms of links etc.... cheers EDIT: Oooops sorry. I thought you had a mediasmart server - this may have no relevance at all!! :/