. You could have one or more problems. 1. Having more than 1 AntiVirus installed can slow the system significantly. If you have 2 or more of them, try to get rid of all but one. It may help to make ur comp faster. 2. Popups are result of Spyware, Adware etc, along with some viruses. Try using Spyware Doctor. Its free for limited-version. You may want to spend around $25 for full version, because its really good. 3. Internet Explorer (IE) is more prone to pop-ups and hanging-of-browser window. Firefox is better in that scenario. You can give FireFox a Try 4.I don't think it has got anything to do with ServicePack2