Thanks to all that responded. I got several suggestions, Defrag hard drive - Chris Mankoff Build Indexes - Keith Joiner and the Winning Solution.... Disable Anti-Virus Software During Install - Dorothy Luckie I disabled the Anti-Virus Software (InnoculateIT) during the install and when I restarted it worked fine (until I turned the Real time Monitoring In Executing Programs back on) So I disabled that and things are working smoothly. Thanks again, Matthew Dickie GIS Specialist R.J. Burnside & Associates 15 Townline, Orangeville ON L9W 3R4