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can anyone identify the cause of this?? (explorer.exe issue)

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I'm not sure if this is a malware, or a mis-config...
but what happens is this:

http://lh6.ggpht.com/-UgZ3wjjfkkI/UwBhDk9LihI/AAAAAAAAF_0/lssTEhz4cQ4/s1007/Screenshot%202014-02-16%2001.54.44.png

a new explorer.exe process is created and terminated every minute,
causing the first (highlighted process) to eat nearly 4GB of memory.
(this is built up after a while of letting it run)

aside from that, even at low memory usage, I'm experiencing lag and long-load times for everything.
anyone know what might be the cause of this??

before-hand I did experience a wierd event as I was working in MS-Paint, labeling something...
my compy decided to randomly restart in the middle of everything,
when it turned back on, about every minute I'd get a light-blue web-page leading to a fake search engine.
(I don't remember what it was called, but the page was a perrywinkle color with brown boxes, and would redirect upon load)
the page would fully overlay both my monitors and cover all my apps, but an easy "Alt+F4" took care of it.

I did a system restore to "Yesterday", and that didn't solve anything...

then I ran MBAM and the pages stopped, but then I got random IE8 download dialogs for "lo.mp4" which was some low quality fastlane talk-show or something...

and that's when I found out the explorer.exe process ran in a loop like that...
(MBAM did NOT remove whatever is initializing explorer.exe to run in this manner)
^ I'm not sure if it's an integrated process as this was a full scan with MBAM

anyone know what this is??


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