Problem has been solved!  I dumped poetri again and tried the ICS once more.  After browsing the forums on sympaticousers.org for a while I managed to patch together a bunch of solutions and get it working.  The only issues i have now are latency on the client side of things.

cheers,
  If anybody could offer some help, It'd be apprecited, I'm about ready to just start chucking things.  Specs are as follows :

  My Machine : Win2k
  D-Link NIC - To modem
  RealTek NIC - To Other PC (WinME)
  Intel NIC - In Other PC
  POETRI - PPPoE Adapter

  I've installed and reinstalled and adjusted and tweaked and fiddled, and the remote computer absolutley refuses to recognize any DNS servers.  I've tried the ones supplied by Sympatico and by setting DNS Redirection to enabled, but to no avail.  my ipconfig /all shows : 

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