> Nahh my core 2 duo can handle Win7 64bits The problem is lose my gamepad and that > sound card
I'd be genuinely surprised if there aren't SB Live drivers available for Win7 x64, the only problem would specifically be the game port.
Your best bet would be to track down a USB game pad that has the same general layout and tactile feel of your current controller. There are boatloads of USB controllers to choose from, and I would be honestly surprised if there are none that are as capable as your existing one.