>Hmmmmm. I installed over the latest version Win98, but one thing I didnt realize was MSDN had 2 versions to choose from for both the base install and SP5: The retail version and "Debug/Checked Build". I didn't find the Debug/Checked Build until I already had it loaded, any chance you know if this might make a difference?

No, I'm not sure. But it sounds worth looking into. BTW, why use NT over a working Win98? I have all 3 platforms NT, 95 & 98, and I really put 98 way ahead of the other two, unless there's a big security concern.