mkinitrd failed with 'All of your loopback devices are in use'

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I ran into a situation where I don't know how to break the catch-22 cycle.
The scenario is like this:
0.  from a DELL machine with scsi device
1.  I installed the FreeSwan ipsec that seems like a rebuild of kernel is required
     so that when insmod loads ipsec.o there will be no error caused by the 
     unreferenced varibales from the current booting kernel
2.  I rebuilt the kernel, that went fine
3.  but the mkinitrd failed with the error message:
     "Alll of your loopback devices are in use"
     and I think the real problem could be that the loop.o was not loaded
4.  without a valid .img file, I cannot load the newly built image.  without booting
     from the newly built image, I cannot insmod to load ipsec.o or loop.o to make
     the mkinitrd to work
5.  PLEASE HELP!  How to get around this problem???

Thanks in advance.

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