System Process 99% when resuming from sleep when lid is opened

[milky]

Running XP pro SP2:

When I open the lid of my laptop (power options are set to 'stand by' when closed) the system process jumps to 99% and stays there. when I look at Process Explorer, it doesn't show any sub-processes as being the cause:

It doesn't seem to happen if I disable all network connections.
I googled the issue some time ago (6 months or so) and remember finding something about the network connections affecting the system process after opening the lid, but can't seem to find it now.
Any help would be appreciated.

 

[bobm]

your Auto update is trying to connect to the web.

 

[milky]

which auto update? Windows Update is disabled. How do I resolve it?

 

[bobm]

security (centre) and or any anti virus / maleware software you might have loaded

 

[milky]

Not running any antivirus/malware software.
I appreciate the effort, bobm, but thats not the answer.
anyone else have a suggestion?