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xp upgrade install hangs durring hardware detection

QueBert

Lifer
trying to do an upgrade install of XP Pro, with 33 minutes remaining durring the hardwaee install portion it hangs. Right before this, I get the hardware box saying this devices didn't pass microsoft testing (or whatever it says) and the device name is "Battery" I tried clicking ok, hangs. rebooted and when it came up I hit cancel, still hangs. I did shift+10 and checked the install log. there is an error almost at the bottom

Setup encountered an error while trying to set system security.

I have no usb devices hooked up minus my mouse. the install was working great, just a few little quirky things I wanted to see if a repair install could correct. Any suggestions? I'm leaving it running at the 33 min mark right now, as in the past I've had XP finally kick past the stuck part an hour or 2 later. Which I hope will happen if I can't figure out what's causing this.

pretty basic setup
2 200 gig IDE hd's
nf2 MB + 2500+ XP CPU
1 512 meg pc3200 stick
 
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