to get it activated?
To start the Product Activation Wizard:
Click All Programs, and then click Accessories.
Click System Tools.
Click Activate Windows.
In the Product Activation Wizard, follow these steps:
Click Use the automated phone system to activate.
Click the drop-down menu, select the nearest location to you, and then click Next.
The Microsoft Product Activation Center phone number is displayed at the top of the window.
That is the proper method for phone activation.
Even without Internet if the computer has a modem you can get it activated. This link steps you through the three methods for XP and there is no charge for activation. They do charge for help with installation.
This assumes that the upgrade CD is retail and not OEM because OEM is tied to the specific computer it was deployed on (the system's motherboard to be precise).