Foze up on exit. I have not had that happen. Always at the start or sometimes while working with the program. By any chance are you using a windows theme that comes with Win98. I had trouble with UFT 3.0 not liking some of the fonts used in the themes. What did you have to do to get out of the freeze? Three button salute or the reset power switch? How is the mouse behaving when this is going on? Could be a conflict between the mouse and video drivers.