your symptoms sound like an IRQ conflict if i ever heard of anything. Video cards and sound cards are the least willing to share resources with other devices. Like the others said, you should take out all your PCI cards and start from there. Add one at a time, starting with your sound card. If you had a PCI video card than you would use it in the first PCI slot otherwise when using an AGP card you should not use the 1st PCI slot. It's kind of stupid that boards come with 5 and even 6 PCI slots when many times you end up getting conflicts if you populate all of them. I don't believe this is much of an issue though with Win2k/XP since the OS assigns something like 255 virtual IRQ's to the devices installed with IRQ 9 being listed in device manager as the IRQ for each device. This I believe is an extension of ACPI PCI compliant devices. I wish I knew more about this, but what I do know is that I have almost no issue with this since I started using WinXP. I'm suprised you're having a problem. Personally I think it's your sound card, SB can be pretty crappy ... I mean buggy sometimes.