Try passing the parameters -dibonly -startwindowed -wavonly

This will help isolate the issue

ok, this time i got this (might be the same thing, idk)

Problem signature:
Problem Event Name: APPCRASH
Application Name: Heretic2.exe
Application Version: 1.0.0.1
Application Timestamp: 372f89f3
Fault Module Name: StackHash_f491
Fault Module Version: 0.0.0.0
Fault Module Timestamp: 00000000
Exception Code: c0000005
Exception Offset: 00000000
OS Version: 6.1.7600.2.0.0.768.3
Locale ID: 1033
Additional Information 1: f491
Additional Information 2: f4911f52431f540ae0127fef5c3323b8
Additional Information 3: f8e3
Additional Information 4: f8e345459225bdd10800ae345ea8f346

ok, so apperently it wont run once i install the 1.06 update
but the 1.0 will run

are there any major differences with the update or will i be fine without it?

Heretic II 1.06 update is more of an add-on than just a patch. See its readme:

http://forums.raven-games.com/showthread.php?t=2617

From what I've read, I'd say that your crash is related to the autodetection feature in the updated sound system. I'd try this: run the game using 1.0 version and save its config file before installing 1.06 update, then overwrite default config file installed by update with previously saved one before running again the game. This will prevent it from trying to autodetect EAX and A3D.

Another typical issue is the OpenGL extensions string buffer overrun. In this case, a possible workaround would be running the game with 3dfx OpenGL renderer and use a good Glide-to-OpenGL wrapper (I highly recommend zeckensack's glide wrapper for that purpose). Odd setup, but should work fine.

If everything else fails, just play unpatched 1.0 version. You will miss some enhacements, but nothing really fancy unless you want to play online, which I don't think you could do anyway, as there won't be many servers still out there, I guess. Coop, the best thing in Heretic II, should be playable in 1.0 version.

thats a negative

im thinkin maybe its a permission issue with windows 7 cause when i try to uninstall or change stuff it says i dont have permission even though i run as administrator and have ownership so im not sure

update, i think its an issue with the length of the directory and files
because when i put the heretic 2 folder into C: it runs fine, but i get that error when its higher up in other directorys (program files)
weird but at least its working now