sp2 Install Problem

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I have a machine, that is running XP pro, but does not have sp2 installed. By
the time I got the machine it was completly cluttered with spyware, and
pop-ups were coming up even when it wasn't connected to the Internet. I've
tried to install SP2 and it gets to almost the end and the machine begins
getting pop-ups and eventually reboots...Any Thoughts???
--
Patrick
.

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