Bert- Yes it is 2005 workgroups. It has a 3 GB RAM limit. Ran a check on the PID's and found it wasn't AC but SBS monitor that was sucking up all the RAM. Set mem max for the monitor to 150MB and now have 1 GB physical mem available. BUT now the VM has exploded. Is set to max of 4GB and is on C drive - Problem - C drive is 12GB max. Have other partitions that have plenty of room. - set it up so that only the OS is on C drive and now I'm getting out of HD space warnings probably from shadow copy and other issues. Planning on moving the page file to another drive as INDY alluded to or the other solution is to increase RAM to 4GB leaving 1 GB for the rest of the server. How big should I make the page file? Also from what I read moving the page file to a different drive helps with performance. So- should I buy more Ram or move the page file? - Lastly ure right about Jon needing a SQL person. This really isn't an AC problem but a SQL SBS server issue. Hopefully he will be looking at this thread.