Finally got SP2 to work. Made sure all programs were up to date. (I did not update the Bios)  Uninstalled 2 programs, Avast antivirus and Fix-it-utilities.  Downloaded AVG and made sure it was up to date.  _The only thing I disabled was Google popup blocker!-   Just made sure all had access through Zonealarm. Downloaded and installed SP 2 , all is working. The fourth time was a charm.  Never giveup just keep on learning. These forums are great. Thanks