Dang... after I read your suggestion I thought DUH! Why didn't I think of that before!?!? I tried it and..... it didn't work. I ran the Alfaclock program and it froze explorer again. I had to do the 'end task' on both and rerun explorer again.

Now... I just had a thought and I used WB to set the skin back to the Windows XP default. I then started Alfaclock and Voila! It worked without freezing anything up. So with Alfaclock running ok, I tried changing to a different skin. Again.... it WORKS! Nothing froze. Now I'm more confused than ever. So it now seems that if I run Alfaclock FIRST before WB, then everything is OK?!?!? How do I fix my Startup programs now, to make sure Alfaclock loads before WB does?

Thanks for your feedback, Lantec. I tried updating to SP3 and had several issues with a bunch of other software that I have. I'm a little leary to go back and try that again. As for all the other clock programs out there, I have looked and really haven't found one that does the same thing as Alfaclock. I specifically liked that one program let me customize the display of the clock, had a pop-up calendar, built-in atomic time sync AND allowed you to run a program as an 'alarm.' If anyone has additional suggestions for a replacement, that would be great. (Although, doing that might be a bit off topic here on this forum. )