First of all install win2k. Trust me it will work better than win98. You could make a game machine with it. Add some GB and NES roms to it. Or build a small arcade machine. With the same roms. It could run Snes and Genesis roms too. I would partition the drive so you only keep the OS on the main drive. That way it will stay fast for a while. Try not to install MSoffice or other software that may slow down the machine since you only have 64MB RAM. It will run Win2k fine as long as you don't install av or spyware software, or anything that crowds startup.