VirtualBox won't update sp3

I picked up a good legal version of xp with SP2, so I installed virtualbox on my Win7, 64 bit computer, and then installed xp. Host is 64 bit, but still...I even registered the xp, got all the other updates, everything going fine, sat thru the tedious download and install of SP3, and then about halfway through, it said "Service Pack 3 installation did denied..." etc. And then it did the uninstall and all...

Any ideas on why this happened, and how I can get around it...I had gone through all this already with vmware, but then since it didn't do snapshots on the free version, I uninstalled--with Revo--and started over...only to get stopped, half way thru...appreciate in advance any help...

 

Microsoft stopped support for XP Sp2 Ht, SO THAT MAY WELL BE THAT IS CAUSING IT. Microsoft NOW ONLY SUPPORT xp sp3
IF YOU CAN GET HOLD OF THE sp3 ON DISK, IT MAY WORK.
Here is one way it might work, but I have not tried it, especially in virtualbox,
Should be of interest to many with XP2 anyway.
http://blogs.techrepublic.com.com/itdojo/?p=1989&tag=nl.e064
How to make XPSP2 think its XPSP3.

 

I was actually going to try that registry hack you suggested this morning, but last night I cleaned off all old files, rebooted vbox a couple of times before updating, and figured I'd try sp3, one last time, and this time it went through.

Thankyou for the tip tho, that was my next move...