iH, Got a system that whenever I launch another Virtualbox instance, it will panic anywhere from 10 minutes to several days. I was able to get this system to panic constantly yesterday by trying to install Windows 2008, or after it was eventually installed, it only ran for ~45 minutes before panic. Some installs panic at around 2% done, most at ~80% and one actually completed. Trying to figure out if it's my hardware or what. I used to have a Windows XP VM running alongside, and the panics happened about once a week - eventually I got lazy and didn't start the XP VM. [less load and no swap usage, and no panics for 1.5 months until yesterday] Yesterday I tried to install Windows 2008, and in the ~6 hours I was messing around, it panicked around 8 times [after random amounts of time] panic: spin lock held too long [cpuid either 2,3, or 4 as far as I remember] 4GB of RAM AMD X4 CPU 8.0-STABLE r207638 amd64 vbox 3.1.6 mostly GENERIC kernel [sched_ule], with firewall/altq compiled in and unneccessary hardware removed from kernel config. With just one VM [FreeBSD 8-stable, 2 CPU 2GB RAM] the system runs fine for months. [it's also a file/print server] As soon as I try to get a Windows VM running on there, and it starts using some swap, anywhere from 20MB to 150MB it eventually panics [usually within an hour or so]. Any ideas ? hardware issues? Anyone successfull in running several VMs on FreeBSD -> VirtualBox ? [overloading it?] ]Peter[