sysprep failure

I build a machine and I can successfully sysprep it one time. I've done this twice and both times I've rebooted and I failed to get my CD to boot to run imagex. (my issue).
I let the system rebuild and sit for a while, then I try to run sysprep again and it fails immediately. Here is the error in setupact:
0f0073] SYSPRP RunExternalDlls:Not running DLLs; either the machine is in an invalid state or we couldn't update the recorded state, dwRet = 31 Info [0x0f004c] SYSPRP WaitThread:Exiting spawned waiting thread Error [0x0f0042] SYSPRP WinMain:One of the sysprep phases failed, all further execution halted; dwRet = 31
Has anyone seen this issue? I've googled everthing I can think of and come up with nothing.