I have been having trouble with a system, getting to to boot without freezing up at windows. This is the problem I am having.

After leaving computer sit for an hour or so, I turn it on...it loads ok until it gets to the part where windows explorer would normally load up and the desktop shows up with the icons...then it freezes. I hit the restart button, it runs through scandisk, gets to windows, loads the start bar and freezes. I restart, it runs scandisk, and I have a successful boot.

I have a gigabyte board, amd athlon 1600 xp, lucent modem, 3d labs vid card. Latest drivers.

I have tried removing my modem in safe mode with no luck (problem still persists)

When I hit ctrl alt del after a successful boot, i see:

explorer
soundman (installed with mobo sound drivers)
3dldemon (video card i believe)
systray
agrsmmsg

i have just recently got this error message when booting this last time...

A fatal exception OE has occurred at 0028:C0005257 in VXD VMM(01) + 00004257


Any ideas?