Invalid MAC Address in both CMOS and DMI???? What is this?

That sounds strange.  The MAC address is a unique address that each networking device has, and I don't see any reason why it would need to be changed.  The board you are talking about sounds like some type of MSI board, but I couldn't find the specific model.  If you have the model number, which should be something like MS-XXXX, where XXXX is a 4 digit number, and you list that here it would be helpful (for example, a KT6 Delta-LSR has the model number MS-6590).

Also, I assume the motherboard has an integrated ethernet port on the board.  Is that correct?  If so, make sure that the port is enabled in the BIOS.  For MSI boards, you generally hit delete during bootup (it should say on the screen what key to hit) to go into BIOS, and you'll want to look through the options in the BIOS to make sure that the ethernet port is enabled.  Not all motherboard peripherals are enabled by default, so this may be something you need to change.

And If none of this works, is there a reason you haven't upgraded to WIN XP SP2?  I know every service pack fixes a few more bugs and compatibility issues, so that may be the solution as well.

the Motherboard is an ASrock the website is ASrock.com and the model is k7vt6 with VIA chipset for AMD
i did check the bios and the integrated ethernet is enabled,  i also put a ethernet card on the PCI and it didnt recognize it at all although it does recognize my AGP vid card so I assume the PCI slots are in good workin condition in my network settings winxp sp1 does recognize the onbaord ethernet so i think that means that its in working condition right?? ide hate to have to wait for a new MOBO.  Im going to try to reinstall windowsXP with SP2.  Hopefully it will fix it self.  and also recognize the pci ethernet card but if you have any more suggestion theyre greatly appreciated.  reinstallin will take me about an hour so ill have al ot of free time

THanks Vobis

Another reason you may have trouble connecting to the internet is your ISP.  Many ISPs authenticate you based on the MAC address of your device, and if this changes you will not be able to connect until you reauthenticate.  This is the reason that most routers allow you to clone your MAC address, meaning that the router acts like it has the same MAC address as your ethernet card.  If you try to connect to your ISP and your MAC address has changed, they will often simply not allow you to connect.  I would try contacting them and see what you need to register a new MAC address.  I would need more details about how you connect, if you use a router, how you previously connected, etc. to be able to say more.

Disconnect your CMOS battery for about 20 seconds, then put it back in. If this does not fix the error, it means your mother board is defective.

The reason I suggest you remove the CMOS battery is due to the error message. It's telling you it thinks the MAC should be something else, that suggest to me that the mac is being stored in cmos and is being compared to the real mac. Meaning the mac stored in memory is currupt.

i've never heard of a mac stored in cmos, but due to the error message it sounds like it might for some strange reason.

I have aa asrock  k7s41+ with the same problem, I fix this error with a asrock tool that rewrite the correct mac address.
Write to asrock support to get it.
Greetings
Alex.