nw6 sp3, bm7 sp2, surfcontrol cpfilter v5 sp2

runs fine until transparent proxy is loaded, then after a few minutes

allocated server processes runs up from about 17 to 1000 in two
seconds.
cpu utilization goes way up, but then may come down again. internet
not
accessible through proxy until server is rebooted. will happen when traffic is very light as well as when very busy. happens whether
surfcontrol loaded or not. was working fine for the last few months,
and
there have been no changes that i'm aware of on the network.

hope someone can help. we are a school district, and for one reason
or
another, a lot of our users do not set our proxy on their browser. if
we
do not use transparent proxy, kids look at naked ladies, which upsets
some
parents. is there some looping problem with transparent proxy?

thanks,

tr biddle