>>You want you WinME machine to be a dialup server? Or you want to share the connection across a phone line? I don't think you can. You will have to have 2 network cards in the machine that is connected to the cable modem (or 1 network card and 1 whatever device connects to your cable modem). Then your friend's computer needs a NIC and you two can connect and share the internet connect that way.
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>Thanks, so i rather use NT4 or W2K Advanced server....

Remember that in order for the modem to work you have to have a working phone line. That means if you guys are in the same building, you are going to be tying up 2 phone lines. It would be easier to just get the NICs and setup a private network.
Do you have an old 486 box lying around somewhere? You could always slap linux on it and use it to share the connection. It would also act as a firewall for you if you wanted.
Or if you don't want to use linux, put winroute on there (or wingate, but it is full of security holes).

It's worth the extra few bucks to setup a private network, unless of course he is in a different building and you want to provide dialup service to him. But I think that the best connection you can get is 33.6 (even on a 56k modem). You have to have RAS hardware to provide 56k compressed connections.

j