That, or you're using Outlook. I use it at work, and when I shut down, Outlook prompts me to purge deleted messages. If I don't respond quickly, the 'Cicero UI WndFrame' thing pops up.
I'll see if I can confirm this with Spy++ sometime (if it's installed).
OK, just checked it out using Spy++.
CiceroUIWndFrame belongs to a process called
ctfmon.exe. It is part of Microsoft Office XP, and enables the Language Bar among other things. It's a non-essential, but should only be killed if it's causing problems.
And this issue isn't a big problem really.