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Hi I am going to mark this as solved as this is information designed to help anyone running a shop on Windows Server 2008 using IIS 7 If you try to upgrade from version 1.4.x to 1.5.x using the update.php command you may find that you receive a time out, and the upgrade fails “FastCGI process exceeded configured activity timeout in IIS 7”. To overcome this you can run the following scripts in a command window. To check the current settings use: - %windir%\system32\inetsrv\appcmd list config -section:system.webServer/fastCgi To add the activity timeout (assuming CGI location is C:\php\php-cgi.exe): - %windir%\system32\inetsrv\appcmd set config -section:system.webServer/fastCgi /[fullPath=C:\php\php-cgi.exe].activityTimeout:600 Using this I was able to upgrade my shop with only the Paypal error, however I will do more testing before I try to upgrade my live site. Hope this helps someone. Geoff I forgot to say that this also stops time outs when re indexing your search module