I found the problem and it was causing a lot of other problems....
Apparently the old tweak of setting windows to optimize system cache does not work well in XP.
Changing my setting to Program Files allowed me to start r6probe....I can to manually do it with osrtool I found on rade3d.com.
to check this hit Windows - Break: goto Advanced->Performance->Settings->Advanced->Memory Usage
Set it to Program Files and reboot.
viola!