I had the problem with the 1.3 version and for some reason not 1.4. Currently running on a seperate Win2K server box with no issues. In XP... Right click on the ARM shortcut in startup. Click properties and then choose the compatibility tab. Chech the run in compatibility mode box and choose Windows 2000. Ran lots better for me. I just wanted it off my main box so that music wouldn't be dependant on my main machine. It's flawless under Win2K server. Well except that things slow down around 7500+ files. Changed to tRio for the receiver front end and it solved LOTS of issues. Hope this helps! --R