upgrade2.exe is probably adware or spyware. Backup your system and remove this file, or perform a free scan of your system to be certain.

upgrade2 has been linked to the malware Adware.W32.RapidBlaster, and should be cleaned quickly. Spyware and adware often masquerade as legitimate files, so backing up your system before removing files is a very good idea.

To be sure that you are not removing legitimate files, use Computer Associates's free scan of your system.

If upgrade2.exe is running on your system, there's probably more adware or spyware you haven't discovered. Scanning your system for free is the best way to avoid major problems in the future.