Well this problem was pure stupidity... I was pointing it at the /hotfixes/fix/product.exe When I SHOULD have been pointing it at /install/hotfixes/fix/product.exe I was missing the /install part on most of it, including the Uxtheme.dll (replacement) which was causing all the problems. So its fixed and I even ran into another problem "issue" with the cd, the winnt.sif file was not saving because of "WINISO" but user error not the software... I didnt extract the file first, then edit, then delete existing in iso image, and then replace. My fault again.... But its flawless now.. NOW for the upgrade from my basic disc :afro: hehe