"System" in task Manager using a lot of memory.

Ok I will do so, thanks for trying your best to help, your time was really appreciated.

Hey evilfantasy...I realized today that when I run in safe with networking my system runs fine, then when I switch back to normal there the system is running high again. Does this ring any bells? If not I will be posting like you said in the Windows forum.

Try opening task manager and setting its priority to normal
that should do the trick

Well I think I finally have this solved. i tried going in and setting it to "normal" and found it was already at normal. I found this thread while  browsing for others that had the same issue: http://apcmag.com/Forum.htm?g=posts&m=4596

So I un-installed AVG. And guess what the problem went away pronto. Well now the only prob is finding another anti-virus that covers as much as AVG did that I like. I am using a trial of Panda Internet Security 2009. I don't like it bc they have like 10 Process running at once hogging LOADS of memory and VM. I also cause one that was running at 62K+ and stated according to System Explorer it was "Panda Advertising" Not sure what that was about.  So now I'm going to browse the threads here see what other Anti-Virus's are suggested.

[Malware Removal Specialist]

These are what we recommend here.

Avast! Home Free Edition

Avira AntiVir Personal

All free and as good or better than any paid software.

For a good free firewall.

Remember only install ONE firewall

1) Comodo (Uncheck during installation "Install Comodo SafeSurf..", Make Comodo my default search provider" and "Make Comodo Search my homepage" if you choose this one)
2) Online Armor
3) Sunbelt/Kerio
4) Agnitum
5) PC Tools Firewall Plus