Based on the MINIX 3 microkernel, we have constructed a system that to the user looks a great deal like NetBSD. It uses pkgsrc, NetBSD headers and libraries, and passes over 80% of the KYUA tests). However, inside, the system is completely different. At the bottom is a small (about 13,000 lines of code) microkernel that handles interrupts, message passing, low-level scheduling, and hardware related details. Nearly all of the actual operating system, including memory management, the file system(s), paging, and all the device drivers run as user-mode processes protected by the MMU. As a consequence, failures or security issues in one component cannot spread to other ones. In some cases a failed component can be replaced automatically and on the fly, while the system is running, and without user processes noticing it. The talk will discuss the history, goals, technology, and status of the project.