The file NTKRNLPA.exe is open or is in use by another application (SERVICE PACK 3 SETUP ERROR)
run Process Explorer v15.05 from
http://technet.microsoft.com/en-us/sysinternals/bb896653 and end NTKRNLPA.exe.
if it doesnt work
Ran TDSS killer from Kaperski and found a rootkit on boot partition, removed , rebooted and install SP3 again