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Update 2: It seems if you have an external sync hard drive or storage, setup to keep two computers in sync with each other, the tracking.db3 file will get corrupted. Even if the sync feature is only used on a single computer as a backup method and not connected to second computer. Make sure to exclude the Rosetta Stone folder in case you have any sync features from external hard drives, or service from dropbox, jungle disk, cloud storage or other file sharing application setup on your system. Update 1: Rosetta Stone has posted an update on it's website on how to upgrade. http://support.rosettastone.com/link/portal/14006/14042/Article/5527/Update-Instructions-Rosetta-Stone-Version-3-Latest-Application-Versions Original Post: If you are using Windows Vista or Windows 7 then most likely the issue is with the permissions of the Rosetta Stone Software. Try running the program as Administrator. Right click on the "Rosetta Stone Version _" and if available select "R