I just realized I have left Kazaa running in the systray, that's where my pop-ups are coming from - Duh on me!
I only use it on the P4 I use for an a/v jukebox and usually leave it connected to finish long downloads.
BTW - since memory is dirt cheap these days why not pop another 500mb in your box? I built a P3 450 years ago with 640 mb of memory and use Win2kPro - I don't think it's crashed once in the past three years. (not counting the time I installed the SP3 beta...
)