apparently i spoke to late. MS has caved in on its stance with Vista
http://blogs.zdnet.com/hardware/?p=134If you purchase a new computer with Windows Vista preinstalled, or if you build your own PC using an OEM version of Windows, this change doesn't affect you. Your copy is locked to that PC and cannot be transferred to another.
If you purchase a retail copy of Windows Vista and install it on a PC, you can install that same copy on another PC, provided you remove it from the original PC. In this scenario, you may be unable to activate the new copy over the Internet, but you will be able to activate over the phone.
You can perform an unlimited number of upgrades to an existing computer running a retail version of Windows Vista. If those upgrades are significant enough to cause the computer to look like a new PC, you'll be required to reactivate within 30 days.
This change should resolve one issue associated with the use of Windows Vista in virtual machines as well. Under the newly worded license, you should be able to move a virtual copy of Windows Vista to a new physical hardware without violating the terms of the license agreement, provided that you remove the virtual machine files from the old hardware.