To clarify, my system would not complete the shut down from either Ctrl-Alt-Del, nor Start>ShutDown.
After going through Microsofts suggestions, checking the BIOS, and testing as many combinations as I was willing (in 3 frickin hours), it came down to the two possible solutions/options.
1) From Device Manager, checking "Disable in this hardware profile" the Advanced Power Management support, removed StandBy power scheme option and made it possible to Shut Down entirely (computer completely off - fans, etc.)
2) Ensure that the Advanced Power Management support was working correctly to provide StandBy option. Using this option in the Device Manager enabled, gave the aforementioned display indicating that it was now safe to power down the computer - and also as mentioned, the power, fans, etc., did not shut off but the monitor did go into standby mode - This required me to have to finish the power off sequence using the switch on the power supply.
As a side note, my BIOS/MotherBoard supports both AMP/ACPI, and ACPI. I see no reason to leave this enabled as I have no need for it's functions.
My conclusion is, one cannot have the best of both worlds. 98 kinda sucks compared to my other network win2000pro computers but I have become so familiar that I find it difficult to completely switch over to my other 2000pro machines (I'm the last on the Intranet to switch over!)
Thanks for pointing me in the right direction.