You are asking a lot of a 300 with 64mb ram. Increase the ram in the machine at a minimum - from what you describe, the system is utilizing the swapfile.

>I have an application that captures pictures from a video source. It requires DirectX 8.1. The computer is a pentium III 300 with 64mb ram.
>
>When we either capture an image or display the pictures on the screen (up to 10) upon exiting the application, the computer slows down (accessing the hard drive for 30 seconds at a time with quick pauses in between) this goes on for about 3 minutes before it returns to semi-normal.
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>Any ideas on what to look at ?
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>Thanks,
>
>-Greg