Windows 2000 setup freezing

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I have a problem!

We have tried to upgrade from windows 98 to 2000 pro. During the setup, at the 'upgrades programs and system settings' bit, to be exact, the process freezes.

We leave it sitting for a bit (an hour to two). The hard drive continues to flash and make a noise. The pc then re-boots itself and tries to perform the upgare again. This loop continues.

The pc is quite old - pentium 3 and we are wondering if that might be the cause?

Ideally we want to complete the upgrade but if not, does anyone know how we could get back to the original setup?

HELP!
 
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