HELP....

You system is infected by spyware and there maybe startup script inserted into system during bootup to recreated the files and process.

You can download this Microsoft tool:
http://www.microsoft.com/technet/sysinternals/ProcessesAndThreads/Autoruns.mspx

and exam all startup entry and try to isolate anything that look strange which you can disable from starting up. This should help track down the problem.

One obvious place to look is in registry HKEY_Local_Machine\Software\Microsoft\Windows\CurrentVersion\Run
Backup and then remove any entry that look suspicious.