I have tried turing off the 3D and running just 16bit 2D and no good, I also turned down all sound effect and turned off EAX. Same thing. I think that it is the actual video card. Win2K didn't like the voodoo 4500 on install. I am going to replace it with my old voodoo 3000 and see if it makes a difference. I also think that it may be a little related to the fact that Win2k does not report the version of Direct X 8.0 to any programs, just that direct X is installed. I'll let you all know tonight after work what happens..
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