Update.....
I DL all of the latest drivers for the VIA chipset the voodoo vid card the modem.
Format and did a fresh install of 98se. loaded all of the drivers, Then went through the bios and set up the defaults. disabled the usb irq. disabled serial ports to free up irq's. put the SB live in slot 4 and loaded the new drivers. put the modem in slot 6 and loaded it as well. very solid. Began loading the software games office so on and so on. Runs great.....Thanks guys, again the OC forum comes through...