I fixed my problem folks, and it was nerve wracking!!!!

Ok I uninstalled my Catalyst through the control panel, same old same old.. Used Driver Fusion (free version) to pull out the rest.

Now I installed this: AMD-APP-SDK-v2.6-Windows-64.exe  (put everything in)
Next I installed the latest Catalyst (13.3 beta3) and UNCHECKED the SDK runtime.

In short, install sdk 2.6 first, then your current driver without the latest sdk runtime... whew.  Good luck mates.