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WildBill, My first post here, to say thanks for tclock3! I run a small engineering firm and still run win 2k on the floor - 12 machines. I really needed to upgrade our install base but cash is way tight. Needless to say it would cost me major bucks to upgrade all to vi$ta. So after about 60 hrs of hacking along with TClock3, Nlite, Icontweaker, Reshacker, Lucid, RocketDock and about 400 updates/hotfixes and a handful of reghacks i have an Uber win2k install that rivals XP and vista for eye candy, is rock solid stable and boots with only 19 processes and on 114mb of memory. I'm still working on the start menu - all else is very vi$ta like. TClock3 is the foundation of the makeover - a million thanks!!! Keep up the great work