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Outlook 2003 immediately closes upon being opened

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i just upgraded from office 2000 to 2003 and have started having a weird problem. Whenever I open Outlook 2003, it pops up, then immediately closes.
If I can click on an email really quick, it wont close.
every few attempts, It wont open at all and I get an error message "Operation Failed"
im running XP w/ SP2 and ive installed the office SP1 and all the latest updates.
also, ive run adaware, spybot, and a virus scan.
also, around the same time, I installed activesync 3.8 for my pda

anyone else experience this?
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