OK step by step my actions for today installed nlite on xp sp2 - slipstreamed an sp2 clean source cd with sp3 . Reinstalled the machine with sp3 installled novell office etc all work needs as was on sp2 machine before reinstalled nlite tried to slipstream some drivers in xp sp3 - machine froze reinstalled after deinstall nlite tried again nogo deinstalled ccleaned registry reinstalled nlite tried to slipstream a sp2 original cd (the same i used before) - froze made sure framework 2 and patches were installed (ther was a patch) reinstalled nlite rebooted machine tried again froze grabbed collegues pc (sp2) installed nlite same download from usb stick) was able to slipstream both my sp3 and sp2 xp's Now either there is a corruption in my clean xp install (I do not feel like reinstalling xp again) Or there is an issue with nlite running on sp3