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To workaround this issue and continue to use the E NIC, you can download and install an Intel driver.
Follow the prompts, and take all default settings. You have upgraded to ESX 4. This article resolved my issue.
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Download Windows NT* Network Adapter Driver Set 
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Downloads for Intel® PRO/ GT Desktop Adapter
Includes Diagnostics and Makedisk Utilities. If such a defect is found, return the media to Intel for replacement or alternate delivery dindows the Software as Intel may select. Except as otherwise expressly provided, Intel grants no express or implied right under Intel patents, copyrights, trademarks, or other intellectual property rights.
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Windows NT* 4.0 Network Adapter Driver Set [PRONT4.EXE]
Windows NT cannot recognize a NIC as an E compatible device You do not see any errors in the virtual machine This issue occurs under the following circumstances: Related Resources To interact with this component, access the Preview mode.
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