the extensions DLLs in the System32\inetsrv in the Windows directory. We did the same previously with the php4isapi.dll and php4ts.dll to make PHP work. The system was asking for a password previously. We cannot explain it, it seems like a problem only occuring with SP2 installed because we never had this problem before. Giving the right permission to the PHP and extensions folders didn't do anything good. It always gave use a permission denied error. We even tried to give full control to Everyone on the PHP folder, same result. The order of the extensions listed in php.ini is causing problems... one must check that a particular extension A is enabled and above extension B if B requires A to be enabled. The original ordering doesnt make sure that this always happens (ie, A is above B) I came into this problem when I tried to enable the exif extension under windows. I knew mbstring is required but I kept getting errors even after I enabled both. The problem can only be fixed by moving the mbstring line above the exif line...