To all: ... thnx for all the suggestions, and keep 'em comin' ...
I've tried almost all the suggestions with the exception of re-installing Spybot, Ad-aware, etc., and of course re-format will only be the FINAL solution ... I will try re-installing and re-updating the spyware ...
I did the microsoft Beta 2, but not the Malware ... I'll try that also ...
As I said, it does not seem that the PC is affected but that pop-up is VERY annoying ..
t.