Guys I've been playing with things that Superfly said about activation and some discussion that Smorgan and I had. I decided to test out things regarding trying to save an online activation and restore it while offline. The main purpose of this is effort is to be able to clean-install your system after modifying it enough that the hardware is no longer in tolerance. I.E. you got a new motherboard, more ram, different video card, or any other number of changes. So far I've tried replacing: c:\programdata\microsoft\windows\clipsvc\tokens.dat c:\windows\system32\spp\store\2.0\tokens.dat c:\windows\system32\spp\store\2.0\data.dat i've tried restoring the wpa keys via offline edit reg load/unload I've tried copying the productid legacy stuff I don't believe that clipsvc\tokens.dat is related. the clipsvc doesn't even start when you do a slmgr /dlv So it's likely the clipsvc just transfers tokens to/from the store/servers and plugs them into the store tokens for offline mode. Thoughts guys? Maybe there's a config file somewhere or different reg keys we don't know about?