Thanks for the help.  I used mtree and it modified a couple of files, but
I still can't get pppd to come up.

using cu -p modem as suggested I can talk to the modem, I can get it to
dial and connect, but I can't get chat to connect.  The /var/log/messages
file contains:
send(AT^M)
expect(OK)
alarm
send(AT^M)
expect(OK)
alarm
etc..
The control m character is the carriage return correct?  should that be
there?

One other this is I ran MAKEDEV in the /dev directory after I copied
everything over, that should work right?  and if cu can talk to the modem,
there's no reason to suspect that chat shouldn't be able to right?  could
there be a permissions problem somewhere?

Thanks for the continued assistance...
Brendan