whooops, sorry ran into a few probs when reinstallin my computer, it was wierd, kept not being able to find the CAT files because the paths were wrong somewhere. But it worked jsut fine in VirtualPC and VMWare. Oh well.. I'll edit this post when I catch up, and wake up. EDIT: just to test, not really to fix the problem. REM out the line OEMSETUP.EXE then when it gets to the command prompt, try to access the CDROM. also, I was looking and the variable %CDROM% is never actually defined. So.....you may want to try removing /L:%CDROM% or changing it to /L:D