I got a grey dialog box after checking for updates "install 3.0 now" clicked OK which caused a hang beach ball and all probably because 1) a VM was running 2) it failed to call the installation dialog box and ask for my MAC OS admin password After a had reboot installed manually in the usual way with no problems So after Parallels Tools were inbstalled I shut down WinXP sp2 and cloned the new VM and then deleted the two older back up clones Hugh W -