thanx for all the responses. in the actual hand i did end up folding. my thought process was essentialy the following:
1)he flopped a str8 or a set in which case im crushed.
2)he has some type of pair/str8 draw, pair/flush draw, or more likely 2 overs and a flush draw.
3)he has a bigger pair than me likely Jacks or 1010 since QQ+likely would have 3-bet preflop
4)im beating him and he has 22,66, 77 or 88
In just about all the scenarios i didnt like my hand much. i ended up folding and the initial bettor who bet 2k of his 2500 stack had 64 for a pair and an open ender. the raiser had 88. sigh. one of the few hands i was actually crushing. my 99 would have held and eliminated 2 players