Hmmmm.... That looks like a Windows issue. Suggestion? Go into your BIOS and turn Hyperthreading off. Win2k supports multiprocessors, not the HT trick. Supposedly that doesn't matter, but I've seen a lot of instances where it does. If that doesn't do it, which version of DirectX are you running? The newest video cards and latest drivers all assume you are running DX-9. And do you know -how- your video drivers were installed? The order can be critical. For most systems, the best I've found is do the OS install, then the chipset drivers, then the AGP drivers, then DirectX, and -then- the video drivers...that way they have all the code stubs to grab onto. If you know a friend with Norton System works, I'd ask them over to run WinDoctor on your system, just to make sure you don't have any Active X or COM registry keys hanging loose, looking for trouble to cause. Outside of that, all I can immediately think to do is completely remove VuePro, scour the registy to get any keys for E-on software (I don't see an icon for a RenderCow, so I assume that you aren't using them), delete anything from eon you find on your C drive, then reinstall.