Sense-- Seems like you have a lot of running processes. Did you run Spybot on safe mode? Did that make any difference? I don't think you've any viruses. If your anti-virus up-to-date? It's most probably spyware/adware issue. Download and run this program in addition to Spybot: Adaware: http://www.lavasoft.de/support/download/#freeCouple of things: Then, Go to Add/Remove and remove BackWeb, WEB_REBATES and any toolbars that you've downloaded (google.yahoo etc) Go to the registry and back up your current registry by Registry->Export Registry Files (make sure you do this every time you modify the registry) Then go to: HKEY_LOCAL_MACHINE->SOFTWARE->WINDOWS->CURRENT VERSION->RUN Delete these values it if exists: -WebRebates -win32us.exe -QTTASK.EXE -BackWeb -MSNMSGR.EXE Now did you delete the IST svc? Everytime you post, it would be helpful if you tell us what you did and what the outcome was. You have windows 98 SE, how much memory does it have? Processer? You might just need to add another memory stick in there to make it run faster. Try the above and let us know the outcome. Peace, -LoGiN