Yeah, I know -- for some reason, I feel as if this has been everybodys nightmare at some point in time. Windows 98 and software-driven modems. It is one problem after another. I have an older box, it's a windows 98se box, and I'm trying to install a conexant soft 56k modem in it. I don't have any other options. Dont ask me why (These are the circumstances!) It was a hell of a time, But I finally got windows to communicate with it via the diagnostics tab in Modem properties. That goes by without a hitch, the trouble starts, however, when I try to dial out to an ISP. You can hear the modem initialize, and then bang - my computer freezes. The modem makes a weird clicking noise and that's that. Has anyone had this problem before? What can I do to fix it? Please feel free to ask any questions that I havent answered already. Any help would be kick ass. thx.