If you read ryanvm's site, it says to use his cab file to integrate into a clean sp2 (do not already have any hotfixes integrated) As for the T-39 thing, if you read his site and forum, its normal to 'hang' from 5-20 mins Hope that helps Ps: when i tested on my slow axp 1800+ it took about 10mins at t-39 (tested in vmware) Ps2: as for programs you can use qfecheck to see whats installed and microsoft baseline security analyzer, or read the sticky on this forum for links to all the sp2 critical hotfixes