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Outlook 2007 - Need Password

This occurs when Outlook 2007 is started and not connected to the network.

If you open outlook on a standard internet connection: prompts for credentials
If you vpn in, loose vpn connection...but maintain an internet connection: freezes for 3-4 minutes and prompts for credentials
If you reconnect to the vpn with the credential prompt still open: won't accept proper credentials (DomainName\Username)
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DarinJahn
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DarinJahn,  Sorry I should have mentioned that in my first post.  We are using Exchange Server 2007.  I didn't even think to check his Outlook Anywhere settings, I will have a look at them in a moment and let you know what I find.
jjdurrant, thanks for the link, I will check that out.
Go ahead and update your Exchange server with all latest Service packs and Rollups.
outlook anywhere is creating the problem, i removed these settings from his machine and it no longer occurs.  i will be doing further testing with my own machine to try a reproduce the issue.