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. Research at the Vrije Universiteit has resulted in a reimplementation of NetBSD using a microkernel instead of the traditional monolithic kernel. To the user, the system looks a great deal like NetBSD (it 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. The latest work has been adding live update, making it possible to upgrade to a new version of the operating system WITHOUT a reboot and without running processes even noticing. No other operating system can do this. The system is built on MINIX 3, a derivative of the original MINIX system, which was intended for education. However, after the original author, Andrew Tanenbaum, received a 2 million euro grant from the Royal Netherlands Academy of Arts and Sciences and a 2.5 million euro grant from the European Research Council, the focus changed to building a highly reliable, secure, fault tolerant operating system, with an emphasis on embedded systems. The code is open source and can be downloaded from www.minix3.org. It runs on the x86 and ARM Cortex V8 (e.g., BeagleBones). Since 2007, the Website has been visited over 3 million times and the bootable image file has been downloaded over 600,000 times. The talk will discuss the history, goals, technology, and status of the project.