hi everyone thanks for all the useful info. i saved the upgrade on my other oc and burned it onto a cd, but as i mentioned above this unit does not have a cd drive so i opened it up unpluged one of the secondary hard drives and pluged in the cd drive.. Everytime i started the unit to aply the upgrade it gave me a drive error and shut down ... So what i had to do is use the windows 98 upgrade the ie and went to the site . downloaded it, saved it , then ran the upgrade.. everything went well no isues. Now the unit is working great. i can view the recorded content, setup motion etc... only problem is that i would like to add a cdrw so i can burn alarms and other saved images.. Once again thanks everyone for there support.