OK, yes, I originally installed all of the drivers from the CD.

Then I went to the website (again) and downloaded all of the drivers and that stupid "MSI Live Update 3"! I installed all of the new drivers, then spent an hour trying to get the "automated BIOS updater" to work. I must have booted at least a dozen times, killed everything running, booted into safe mode and tried that a couple times too. NOTHING, couldn't get the stupid BIOS updater to work, so I hooked up a temporary floppy drive and did it "Old School" 3.5 floppies with a DOS boot! It worked, I''m currently at Bios v3.3.

But none of this excersize resolved any of my problems.
I disabled the modem and rebooted (again), the modem installs fine, but I'm still receiving:
This device cannot find enough free resources that it can use (code 12).
If you want to use this device, you will need to disable one of the other devices on this system.
for the modem and "NVIDIA nForce System Management Controller", whatever that is.

I'll try some more googling, meanwhile, further suggestions would be greatly appreciated.