Casey, Any luck finding any solutions to my problem? I have since downloaded and installed Anniversary Edition on my laptop and it runs just fine on there. They both run XP Pro SP3, the only differences are the laptop has Norton Anti-virus, and Spyware Doctor and my desktop has Bit Defender Internet Security, and Advanced System Protector for Spyware. Most of the other programs are the same on both. As soon as I installed AE on my laptop the download manager opened up and started finding updates, on my desktop, after installing, I am prompted to restart and then the program file is open after restart and nothing else happening. I click on most icons in the program file, most tell me I need plus or pro for that tool, so I close the program file or minimize it and click on the desktop icon and then get the error box telling me it cannot load the resource manager. I looked in regedit and cannot find anything for ad-aware or lavasoft in it, as far as resource manager, after uninstall is complete. I have tried to install with and without ad watch, always the same result. I am almost resigned to just use 2008 and be done with it. Seems a little cumbersome for just an updated version, but I would like to know where the problem lies and why its doing this.