A couple of things to keep in mind: 1-It's Protools Free, designed to work with most(yeah right) audio cards, but probably hasn't been tested properly....hence the "free" part. 2-ProTools LE is a different version that is designed to work only with Digidesign's hardware that ships with it(so, you would hope they have the bugs out of that version) Based on earlier posts regarding PT LE, it seems to be alot more stable than PTFree. Also, it's originally a MAC program, so it'll probably run almost glitch free on that platform. A quick way to get rid of the noise that pops up after 10-15 minutes is to click on "hardware setup" and then click ok when it comes up and continue on(that seemed to work fine for me). Also, save everything you do as you go along(say, every minute or so)so you don't lose anything. I switched my Soundblaster drivers to these: based on an earlier post in this forum and it cleared up the sound breakup problem completely for me. So you might try that. Now I can run 8 channels of audio with a couple of EQ and D-verb plug-ins with no problems(well, with the odd system lock-up) And I'm running a Celeron 400MHz with an Intel BI440ZX board, SoundblasterLive card, 256MB Ram, 5400 RPM hardrive. ANd make sure that only PT Free is running on your system when recording, shut everything down using control-alt-delete, except for explorer and systray. Hope that helps Cheers!!