Windows 2000 Server SP4 Setup Error

I've tried to upgrade a server from windows server 2000 SP3 to SP4. I have
tried 4 different times with the same error. The error comes up right as the
install looks likes it's going to complete and says...Service Pack 4 Setup
Error : An error in updating your system has occurred. Select 'OK' to undo
the changes that have been made, or select 'Cancel' to quit. If you select
'Cancel', your system will be left in a partially updated state and may not
work correctly.

Of course I click on OK and roll back. Here is an example of my 4 attempts.

1) ran sp4 from a mapped network drive
2) copied sp4 from the network drive to the local drive
3) used the sp4 disk
4) used windows update

All four instances failed. The only thing I did clear out is the folder it
makes in the c:\ ....something like 4dc....can't remember exactly what it
was. Any ideas on why this is failing. I did search the knowledgebase and
found something about Hummingbird, but we aren't using that. Help please