What motherboard are you using?

it is a WIN Fast 760GXK8MC motherboard and I am running Windows XP Home SP2. I know its not great but it is what I have right now.

Shouldn't be a problem according to Foxconn.

yeah oh yeah if your copy of windows is OEM (came witgh your PC) then changng the cpu, motherboard or primray HDD will render it illegal and it may fail product activation

I've always used Corporate XP (thank you job) and made many, MANY, cpu changes.
You should uninstall the current processor in Device Manager first before swapping it out.
After that everything should be right.

http://www.microsoft.com/genuine/downloads/FAQ.aspx

The genuine validation process will collect information about your system to determine if your Microsoft software is genuine. The validation tools do not collect your name, address, e-mail address, or any other information that Microsoft will use to identify you or contact you. The tools collect such information as:

* Computer make and model
* Version information for the operating system and software using Genuine Advantage
* Region and language setting
* A unique number assigned to your computer by the tools (Globally Unique Identifier or GUID)
* Product ID and product key
* BIOS name, revision number, and revision date
* Volume serial number
* Office product key (if validating Office)

In addition to the configuration information above, status information such as the following is also transferred:

* Whether the installation was successful
* The result of the validation check

As standard procedure, your Internet Protocol (IP) address is temporarily logged when your computer connects to a genuine validation website or server. These logs are routinely deleted.