Memory Access violation during installation process IE7

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Installation Failure on IE 7
Already searched Forum and FAQ for this error to no avail...
Memory Access violation during installation process. (After clicking yellow activeX banner and installing)
Window said install complete but the plug-in was not installed. No plugin listed nor in Add/remove progams list.
Will not re-download. Stuck at "installing IE plugin" page but no access violation error or anything.
Cleared IE temp files and cookies, rebooted. same result.
Even tried while ghostery.com was in my Trusted zone, sec set to Low.

Specs:
WinXP SP2 (All SP2 updates)
IE 7.0.5730.11 (...no I don't like IE 8)
3rd party cookies are blocked.Session and Primary cookies allowed.
Pop-up blocker on.