(first off I wanted to say thanks for the reply guys, I really appreciate any help I can get on this..moving on..)

I guess I was a little vague..let me clarify.

When I try to log into the system with the VM connected to ANY serial port my laptop times out with a low virtual memory error, but when I disconnect the VM I can connect fine.

(the VM appears to work regardless of which serial port it's plugged into on the CPU..I know on 4.x and under you had to specify which port was for Axxessory talk..is this normal on the newer systems? I inherited all of these systems so I didn't configure them originally..)

(also when I had to default the system recently to upload a backup I was able to connect with the VM connected when it was defaulted, but once the backup was restored it was the same "time out" scenario..hence why I think it's a datebase setting issue..either that or it needs to be rebuilt..ugh..that is the last thing I want to do..)

In regards to the Mod tap, yes it and it's cable are the same items I use to connect to all my Axxess systems. I can connect to all my 4.x and below and every other 5.x to 6.x system I work on (haven't worked on anything higher), so I know it isn't a cabling issue..and as stated above I WAS able to connect to this system for a few years until this happened.

I should also add that the system did work fine until around Oct of 2007, when I was doing a backup on site..it usually only took 15 minutes at most, but this time took 45+ minutes..ever since I haven't been able to log in.

I should also add I've tried connecting to it with different laptops, so I know that isn't the issue either.

In regards to OAI, I just checked the backup I restored from and no I don't have it enabled on any of the serial ports..

I know it's perplexing, which is why I am posting for help. I don't see any obvious reason why it shouldn't be working.

I know isn't a cabling issues, and we ALSO recently replaced the CPU as well (moved from 5.118f to 5.119) in hope to rectify the situation..but this CPU does the same thing the last one did once we uploaded the database.

So I am open to any and all ideas guys, and I'll do my best to give ANY detailed information I can.

Thanks SO much again for your help in this matter,