got it working. I just did a reboot, and ONLY let SW run the "first time use". before I was running email and the internet while it was trying to install.
thanks
Colin Fitzpatrick (aka Macduff)
Mechanical Designer
Solidworks 2010 SP 5.0
Dell T5500 Windows 7 Pro (64-bit)
Xeon CPU 2.53 GHz 6.00 GB of RAM
nVida Quadro 4000 2 GB
3D Connexion-SpaceExplorer