I think it isn't gnotella running by itself in W2K. It's as if it does something to the TCPIP/sockets stack while running. Have you tried running icq and /or a ftp client or server at the same time? I.E., I get the issue while running Gnotella along with a file transfer going on with one of those 3 apps. It's as if it doesn't like sharing the direct file transfers.........and "hogs" the cpu time for itself and doesn't give it up. When I close gnotella, or the other apps, it doesn't help. I have to reboot. It only happens about 1/3 of the time.