OK... I have a few points... (this is my first post here) Your hotfixes are in c:\updates, correct? lose the %systemdrive% variable since the unattended install makes you use C anyways, right? Your hotfixes are on the CD in $OEM$\$1\updates right? If they aren't that's where they should be. Try losing the @echo off command so you are able to view everything, and ad a PAUSE statement at the end of it. (only for the purposes of testing) You are walking the edge not using qchain.exe at the end of the installs. and.. I will take a second to show you MY method for installing hotfixes Create a directory called $OEM$\$1\hotfixes Create sub directories called IE and WIN Create sub directories beneath the WIN directory called 1 and 2 So, here is what you should have $OEM$\$1 HOTFIXES WIN 1 2 IE There are two different kinds of hotfixes for Windows and one for IE (the reason for the directory structure) One type of hotfix uses -u -q -z switches where as the other kind uses /q:a /r:n switches. Drop the first kind in the 1 directory and the second kind in the 2 directory. If you have trouble determining which is which you can launch it from a prompt with a /? switch to find out. Drop the corresponding IE hotfixes in the IE directory. Drop QCHAIN.EXE in the HOTFIXES directory. Create a batch file in the HOTFIXES directory called HOTFIXES.BAT with the following contents ------------------- :START @ECHO OFF DIR /B c:\hotfixes\win\1\>>c:\hotfixes\win1.txt DIR /B c:\hotfixes\win\2\>>c:\hotfixes\win2.txt DIR /B c:\hotfixes\IE\>>c:\hotfixes\ie.txt FOR /f %%i IN (c:\hotfixes\win1.txt) DO ECHO %%i -u -q -z>>hotfixrun.bat FOR /f %%i IN (c:\hotfixes\win2.txt) DO ECHO %%i /q:a /r:n>>hotfixrun.bat FOR /f %%i IN (c:\hotfixes\ie.txt) DO ECHO %%i /q:a /r:n>>hotfixrun.bat ECHO qchain.exe>>hotfixrun.bat hotfixrun.bat RD /S/Q c:\hotfixes -------------------- I myself use the [GuiRunOnce] for hotfixes and service packs because of problems I have run into in the past. Windows is not completely finished updating it's files when the cmdlines.txt file is launched. It is possible for Windows to overwrite one of your updated files with an older version. Oh, I forgot to add... the beauty of using the script I created is that every time you have a new hotfix you just drop it in it's corresponding directory and it automatically uses it.