Well, I finally killed the SOB (along with a few of his friends)
W2K install disk doesn't seem to have an option to boot to DOS, but by going into windows safe mode I was able to edit the registry without the malware timer over-riding my edit.
Then after rebooting I deleted the file, and went back into the registry and got rid of some more offending entries (that didn't seem to be on a renewall timer) and rebooted again.
Finally found the registry entry for the Task Manager (disable) and changed that from 0x1 to 0.
(if I ever catch up with one of the writers of this malware stuff, I am going to seriously kill that bastard)
Ok, thanks for all your replies... I'm not really an expert in this stuff, but I can fumble my way around in it - if anyone else needs some help, I can tell you what I did to fix it. I do seem to eventually do what the anti-spyware can't do.