First get off Win98 second LiteStep.net is your answer you will never have explorer problems ever again.

If you had problems with Windows 98, then performed an 'Upgrade Installation of Windows XP over the top of it, it's most likely you've magnified the problems rather than fixing them. A format/clean install is the best available option, and it should really be the ONLY way you install a new OS.

See the articles linked in my sig for advice and instructions.

thanks for that guys, it ended being some stupid win 95 screen saver, but here's another. on boot up i get this message "CPU is unworkable or has been changed. please recheck-CPU SOFT MENU" what the hell does that mean? i aint changed anything!
any idea's?, i had this message long b4 the upgrade, i just have to press f1 to continue and everything boots up as normal with no problems (on the outside anyway)

That message is from your main board bios. Apparantly your mother board thinks something has changed and wants you to confirm that that is really what you want or it will keep nagging you. You need to at least go into the system bios and exit with a "Save" to stop it. How? It's hardware dependent. Usually, it's the F1 key, Delete key, F2 key or Esc key. Continue tapping the key while the machine is starting up, and it should open the bios menu. If you have the board's manual check with that or look it up. Beware that a processor can work with the wrong settings and can still damage the processor. Most of the newer stuff is all automatic though.

If you save that BIOS info, but it still comes up next time you boot, then you can assume your mainboard CMOS battery is stuffed, and you should replace it with a new one.

nice one the battery i'd never of thought of that thanks i'll try that then!

well i just tryed the battery and thats fine, still gettin the "CPU-unworkable" and to make things worse yesterday i booted up and went through the f1 thing as usual and then got another screen sayin verifying DMI pool data............
NTLR is missing
press any key to restart
but when i do that it says again"
NTLR is missing
press any key to restart
so i'm now having to boot up with failsafe defaults!
by the way i did save on exit (bios) but still get the press f1 to continue everytime!

What is the make and model number of that PC please? Has any hardware been changed on it? You are indeed getting a BIOS configuration error, and specific details will be needed for someone to be able to help you.

Somehow, I think BIOS settings have been changed, and the system is trying to operate with settings for components which do not match what is actually installed.

In addition, it sounds like some of the boot files on your hard drive may be corrupted, but again, that NTLDR message may be resulting from incorrect BIOS settings which are making hard drive operation difficult.

As I said, we need to know EXACTLY what the system is that you have there:

System make and model or......
Motherboard make and model.