Well, I deleted temp files, same problem. I was using IE7 to download the SP3 file. So, I used the computer in my daughter's room, using IE6, downloaded it, then copied it over on the network. BINGO...works fine with nLite, slipstreamed no problem. So there has to be something corrupt in my IE7. Sorry for bothering you on what I thought was an nLite problem. But one way or another, I had success Thanks !!