Solved ... WA3 was looking in a strange place for it's install path when it loaded the Theme Manager applet ... A reg key I usually comment out of my .RGU so my OEMs don't show up in the installed applications list ..
In any event, I un-commented the key and it's working fine now ...
I made OEMs of Spb MS3, WA3, TouchResponse, S2U2, Sprite Backup, and SKTools today!!!
Sorry I'm proud of myself