Spaces in the folder path was it. Moved the folder to the root and it installed fine.

Thanks,
Bill

>It sounds similar to the problem covered in MS KB article http://support.microsoft.com/support/kb/articles/q303/8/34.asp.
>
>You can install the setup runtime files directly by running bootstrap.msi in the CD \WCU folder. See \WCU\Help\moreinfo.htm for details about how to install each of the components outside of the Windows Component Update UI.
>
>I hope this helps!