Hi nuhi, Yeah, it's Windows 2000 using USP5. The popup appears almost immediately upon startup, so I can't even get into the initial screen. Like I said, it was working fine until I put a second install of 2K on another hard drive, then it wouldn't work again once I went back to my original one. The only thing I see there that makes sense to me is kernel32.dll. In case it's any use, the version is 5.0.2195.7135. Thanks!