SOURCE of this Solution: *support.microsoft.com/?kbid=308421
To take ownership of a file or a folder where you have been denied access. If you must access a file or a folder that you do not have access to, you must take ownership of that file or folder. When you do this, you replace the security permissions to have access. But before you can do this, you must be logged on to the computer with an account that has administrative priveleges. If you are running Microsoft Windows XP Home Edition, you must start the computer in safe mode, and then log on with an account that has Administrative rights to have access to the Security tab. If you are using Windows XP Professional, you must disable Simple File Sharing. If you turn off simple file sharing, the classic Security and Sharing tabs appear, and you can specify which users and groups have access to shared folders on your computer.
To disable simple file sharing, follow these steps: Click Start, and then click My Computer. On the Tools menu, click Folder Options, and then click the View tab. In the Advanced Settings section, clear the Use simple file sharing (Recommended) check box. Click OK.
To take ownership of a folder, follow these steps: Right-click the folder that you want to take ownership of, and then click Properties. Click the Security tab, and then click OK on the Security message (if one appears). Click Advanced, and then click the Owner tab. In the Name list, click your user name, or click Administrator if you are logged in as Administrator, or click the Administrators group. If you want to take ownership of the contents of that folder, select the Replace owner on subcontainers and objects check box. Click OK, and then click Yes when you receive the following message:
"You do not have permission to read the contents of directory folder name. Do you want to replace the directory permissions with permissions granting you Full Control?" All permissions will be replaced if you press Yes. Click OK, and then reapply the permissions and security settings that you want for the folder and its contents.