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w3wp.exe and IIS gone crazy on SBS 2008

THis is very urgent - if I can't get a solution today I'll be forced to do a full restore from backup to try and resolve the issue.

We have Windows SBS 2008 running Exchange 2007. A little while ago I installed Avast! Business Protection Plus trial edition on the server. This caused issues with Exchange server - sending mail was failing because the antivirus plugin was not working. I removed Avast! from the server.

Later I installed Vipre Antivirus - again a trial version. This antivirus does not have any form of Exchange integration it is simply an active shield that catches viruses. Deployed on the server, everything seemed to be okay.

Today, the server's email is working sporadically, and we can't access our intranet website, outlook web access, etc.

It looks like a lot of w3wp.exe threads are consuming all of the available memory on the server and it is causing everything to fail.

The server's "remote web workplace" website is completely unavailable - it times out when trying to access it.

I disabled Vipre and stopped the service, but it has had no effect.

When I reboot the server, everything *appears* to work for a little while, but after a few hours it all slows down until nothing is responding again.

If I try and stop the "World Wide Web Publishing" service, it tries to stop for about a minute and then services.msc throws up an error "Error 1053: The service did not respond to the start or stop request in a timely fashion", and then I can't stop anything anymore - all of the menu items are grayed out.

I can't manually terminate any w3wp.exe processes, because it says "Access Denied".

Where do I being diagnosing this problem? Has anybody seen this before?
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1 Solution
I had a very similar problem on a SBS2003 box.  It was a bad update from NOD32.  I would uninstall the A/V, search the registry for any reference to either A/V you had installed and delete them.  If you still have problems use msconfig and turn off everything except MS services.  If that fixes it then go in and turn things back on 50% at a time to narrow down where the problem is.
I would also check with the A/V vendors' web sites to see if they have detailed manual uninstall instructions to get rid of all the files and registry settings.
If it happened to be a result of a Windows update and not the A/V you can get free support from MS.
Frosty555Author Commented:
Whew joel I think you were almost right.

When I installed Avast!, it installed a full installation of SQL Server 2008 + a database. This was consuming an additional 500mb of memory on the server. The server was *almost* at capacity as far as memory goes, so this 500mb pushed it over the edge and it started swapping everything to the pagefile.

On a fresh boot of the system, memory usage is fairly low. But as users start connecting their Outlooks to Exchange the memory usage goes up until it passes the breaking point and everything starts to freeze because of the swapping.

The instances of w3wp.exe are not unusual - they are simply worker threads for IIS that legitimately had high memory requirements, but were hung because they were waiting in a long queue for memory access while the server swapped out to the pagefile - hence why email and IIS "sortof" stopped working, but not completely. Most of the time requests would timeout due to the long wait times, but occasionally things would get through because technically everything was still working.

I removed SQL Server and cleaned up as much as I can on the server and it seems to be holding stable now at about 90% memory usage.

Overnight-ed 8GB more RAM and hopefully that should fix the problem for us.

I wouldn't have gone down this path if you hadn't mentioned trying to remove remnants of my previous antivirus, thank you for your help!
Thanks!  I'm glad I could help in a round-about way.  It helps me to just be able to bounce ideas around with someone else even if they don't actually give me the answer.

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