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Hi Steven, Almost any of the Windows Based Video CAPTURE Cards should do what you want. According to a review in the November issue of NewMedia Magazine it would be hard to beat the FAST Movie Machine with the Motion-JPEG Option Board. This package retails for about $1000. Other highly regarded products include the Miro Computer Products miroVIDEO DCI tv and the Intel Smart Video Recorder Pro. All of these cards are basically "Non-Linear" video editing systems but their output is only a "fun" quality compared to the Professional Non-Linear Editing Systems that are used for Broadcast Video Production. These cards capture video at resolutions up to 320×200 in real-time (30 frames per second) and the good ones can also play the edited result back at a full 30 frames per second. When you output to video tape, you are in an analog format and while your digital clips are only 320×200 pixels, what ends up on tape is a full screen picture, although it will not look as good as the original source footage because you only captured it at 320×200 resolution. You can capture individual frames of video, however, in resolutions up to 800×600, which will look very nice when output to tape. I don't know if any of these cards allow viewing and editing in 640×480 modes, but if they do, they are scaling the images up to 640×480 from their captured size of 320×200. In other words, with these cards, the 320×200 capture limitation is your quality limitation. That is one of the major differences between these cards and the professional non-linear editing systems. MPEG and M-JPEG, and INDEO, are all compression schemes for compressing and de-compressing video streams. I don't know enough to tell you if one or the other is better, however, two of the three best rated cards above use M-JPEG and the Intel Card uses INDEO. There are other compression schemes coming along all the time, as people become more and more interested in this technology. Hope this helps clear up some of your questions. Here are some phone numbers of manufacturers that might be of help. FAST Electronics (800) 248-FAST or (415) 802-0772 Intel (800) 538-3373 Miro Computer Products (800) 249-6476 -John