Thanks for your reply. I've actually tried various mediums including both Sony and Fujifilm CD-Rs. I have also beeng googling on reboot issues with Service Pack 3 and HPCompaq PCs which seem to have this issue with AMD based processors but not limited to AMD. My HP Compaq SR5350F is Intel Based. I have searched for a fix which I can integrate into Nlite so it is done during the install but have not been able to find any such fix. This seems to be an ongoing issue with Service Pack 3. Do I actually need SP3? SP2 seemed to work just fine however. This Compaq is also built to work on Vista but as is the case with many others, I prefer XP Pro to do all my work and have been using XP for years. At the moment I am very frustrated that HP has not made a fix available for intel based processors which can be integrated into Nlite install. Again by some stroke of luck, I was able to create an Nlite Slipstream SP3 installation which somehow bypassed this mysterious HP/M$ bug but I fear that it may rear it's ugly head sooner or later. Also note that I downloaded the HP/Compaq update to this problem from their site, but it simply does not install and prompts that this update does not apply to my system. I somehow got very lucky with this one Semi-Tweaked installation, however, any other tweak seems to not work. This has also happened on a Fresh Windows XP installation CD just yesterday (BAD_POOL_CALLER and BAD_POOL_HEADER), definitely an error in HP which M$ did not know about before hand. If there is a hot fix which can be integrated BEFORE XP is installed via NLite, I would like to know. It makes no sense to apply an update when XP is already installed, as it still will not fix the Infinite Reboot loop upon Installation. If anyone here knows what HP/Compaq intends to do, please email me. HP/Compaq has refused to help due to the fact that my computer originally came with Vista and they refuse to support Windows XP. I apologize for stating that it could not have been the hardware. What I meant to say is that physically, there is nothing wrong with the hardware, however HP/Compaq has admitted to this flaw but points at Microsoft, and Microsoft is doing the same to HP. What is missing is a hotfix or a patch that can be installed from within NLite which will tell the OS that it is an Intel based system and apply the appropriate power management settings. So far the system is running great, and again it was just some pure stroke of luck that it worked this time out of the last 20 or so Test Discs I've made making sure the media is indeed brand new (CD-RW, and CD-R). No read errors have occurred during install process. From what you state, install problems on multiple PCs (in the same way, BAD_POOL_CALLER on two different machines, from a "gold" XP disc unmodified) I'd say it sounds like bad install medium. See if you can get yourself another known-good install disc, because that one is likely bad.