OK head, I have about 24h runtime on cpw. Mame screensaver changing every 5 min. Attached you can see it is showing to system tools as holding under 200MB, mostly in the page file. I know for a fact that it has almost 2Gb reserved. Here is the other thing I found. CPW is holding over 38,000 handles and keeps increasing by the systems report. I used a tool to view the open handles and it came back with less than 100, and nothing stood out as out of the ordinary. I am also including snaps of a bunch of .Net stats on the process. I am not sure if any are out of line, but over 4 mil concurrent physical threads seams to stand out. The process is still running if there is any more info you want. I still use Vis studio 6