Win98 to ME upgrade

Just did a new install of Win98 on a new P4 with off the shelf parts. No problems were encountered but when upgrading to Win ME, the system freezes half way thru and I get the message:
(a fatal exception 0E has occured at 0028:C004CE04 in VDX VFAT(01) + 0000B648. The current application will be terminated.) I get the blank blue screen and have to manually reboot. This has happened twice with the same message. Is this problem in Win ME or is there some other problem evident that I hav’nt ran across yet? Thanks for any insight you can give me on this. Stan