just chill man, i know how you feel, i was a little frustrated when i first used win2k a year and a half ago, try tweaking your pagefile size, if you have a VIA chipset, there are some issues with the ..686A southbridge that have not been resolved yet, and probably never will be, is your file system FAT32 or NTFS? NTFS's a bit faster and more reliable. There are alot of articles on win2k tweaks on the web, do a search here on NTCompatible and on the web also, you're bound to find something that will help you. be a little more specific on the issues you are having, it's quite difficult for me to help you when you don't explain things in detail.

It is hard to be specific because I dont really know what is going on. When I play unreal it gets REALLY choppy, it jumps all over the place. Every time I exit the game it gives me an error that says that unreal caused an error in win2k and that it will make an entry in the log. When I go to the log to find out what is wrong there is no entry for unreal all I get is, this.....
 
The application, , generated an application error The error occurred on 01/17/2001 @ 17:43:32.300 The exception generated was c0000005 at address 106105B2 (<nosymbols> )
 
It says that it is an error that occured in DrWatson.
 
My other problem is that the whole system is running slower than it should. I don't have any proof of this except that it just feels slower.

upgrading to 256mb of ram does wonders for win2k..... on pricewatch you can find retailers who sell 128mb PC133 for only about $40!

who cares about UT Crashing when you quit it, "quit" means you're done with it right?? Do what CUViper says and get more ram, if that doesn't fix it, wait for Whistler or Win2k SP2.

Gaming will be slower in some cases than in 9x with only 128m of ram. You NEED around 192 for gaming. I was using 2000 with 128 and although it runs load times are significantly decreased by increasing your ram by only 64-128m

sounds to me like a bad install. although the ram thing is important to a win nt enviroment. im running w2k and have nothing but good things to say... it's almost double the benchmarks of win 98 and 50% better than nt4.0.
 
w2k uses directx unlike nt4.0.
make sure u have a clean directx install (8 is out), and remember u have to reload vid and sound drivers after u install directx. nt systems have always been touchy about what order the software is loaded. this is the load order
system
service pack
directx
vid
sound
 
my q2 timedemo @ 1024x768 is 153fps all day long.
piii 700 oc'ed to 800
cl geforce ddr ver 6.31 drivers oc'ed core 140, memory 350.
w2k sp1
ie 5.0 (NOT the latest... had probs with that)
if u still have probs i can post my d3d and gl settings