running WinME without any background apps.
from Microsoft web page:
How to Perform a Clean Boot in Windows Me
Click Start, click Run, type msconfig in the Open box, and then click OK.
On the General tab, click Selective startup.
Click to clear all of the check boxes under Selective startup.
On the Startup tab, click to select the *StateMgr check box.
Click OK. When you are prompted to restart your computer, click Yes. After the computer restarts, Click Start, click Run, type msconfig in the Open box, and then click OK.
IMPORTANT: Look closely at the General tab to ensure that the check boxes you cleared are still cleared. Proceed to step 6 if none of the check boxes is selected. If you see a disabled or gray check box, your computer is not truly "clean-booted" and you may need assistance from the manufacturer of the program that places a check mark back into Msconfig.
After you verify that your computer is clean-booted in step 5, you can isolate the issue. If the original issue does not reoccur after the clean boot, select one item at a time under Selective startup, and then restart the computer to see if the additional entry reproduces the original issue.
NOTE: When you perform this procedure, Windows uses the Standard VGA driver (640 x 480 x 16) for your display. This driver sets your display to a resolution of 640 x 480 pixels with 16 colors. If you cannot test the original issue in this configuration (for example, you have to run a program that requires a higher resolution or color depth), you may have to change your display driver to a high-resolution generic (Super VGA) driver or select the System.ini item to add your original display adapter back to your configuration. Note that if you add the System.ini item back to your configuration, you may also add components and settings with your original display driver. For additional information about how to change your display driver, click the following article number to view the article in the Microsoft Knowledge Base:
131806 Windows 95/98/Me: How to Install or Change a Video Driver
How to Return from a Clean Boot State
Click Start, click Run, type msconfig in the Open box, and then click OK.
On the General tab, click Normal startup.
Click OK. Click Yes when you are prompted to restart your computer.
Categories That Are Disabled in a Clean Boot
System.ini entries
Win.ini entries
Static virtual device drivers (VxDs)
Startup items
Environment variables for MS-DOS emulation
NOTE: The following VxDs should be checked in the static VxD tab of the System Configuration Utility to ensure proper functioning for internet/networking access:
VNETSUP
NDIS
VNETBIOS
VREDIR
