okay...I've searched extensively....there is no system tools folder anywhere on my system, it was either deleted or renamed at some point when or near the time I installed sp2.

I've managed to re-create most of the folder with shortcuts to the .exe fils for
Character Map
Disk Cleanup
Disk Defragmenter
System Information
Scheduled Tasks
System Restore

I still havn't found reference to this problem as part of sp2 issue.....It may not be linked, I'm going to try doing a clean install of xp and then of sp2 to see if the problem occurs a second time.

Just wanted ya'll to know this was resolved...thank you.