Found the cause.
McAfee Host Intrusion Prevention (HIPS) / Firewall. Firewall Log says:
Attach Type: Suspicious Function Invocation
Solution:
Suspended the Firewall/HIPS
Re-ran the SP3 install.
Success!!!!
Note: the McAfee HIPS console has the User interface locked. Unlock to Suspend the Firewall/HIPS. You may want to using the password 'abcde12345'.
Hope this helps others.
Kawenks