Well, here's how I'd do it. :) (Sorry, I think I've delved into the hardware too much...) First, I'd stay away from windows at all costs. Personally, I'd use VMS, or that not being an option due to hardware concerns, I'd use some form of unix. I'll assume VMS is out of the question, so here's how I'd do it in that case: Find three machines. One only needs to be powerful enough to hold. the disks and serve them through NFS or something. It should also be a boot-server for the other two. The second should run samba (if you really must ignore my first point. :), or a web server, or something. (like an FTP server. IMO, that's the way to serve "dynamic clickable catalogs") Again, it could be a pretty light machine. It should netboot from the first machine, and be diskless. The third should be able to encode in reasonable time and equipped with a CD drive. :) It should also boot from the first machine, and be diskless. I would use this software: Probably NetBSD. Rebuild the kernel at least to only contain the things you need. Cut it down so that the main system runs one getty on the console, and nothing extra is running. The other systems would run only the applications they need. Since they should boot from the main system, forget about getty, even. Just run the proper daemons, and on the machine that encodes things, have it run a custom script, or other thing, that will automatically encode whatever you feed it, and stuff it into the proper directory. You could use Samba, FTP, or whatever you were using to transfer the music to your computer for file management, too. If it were my system, the machine that you were transferring from would also have a mechanism in place to play the files itself. Perhaps that could be done by CGI. That would require that it was a slightly larger system, though. The machine for encoding would run cdparanoia, something to access cddb, and l3enc or bladeenc. Chris Christopher Smith, Perl Developer Amdocs - Champaign, IL /usr/bin/perl -e ' print((~"\x95\xc4\xe3"^"Just Another Perl Hacker.")."\x08!\n"); '