thanks guys, got it, magic the speed was exact in both directions, i knew it was not the encoder, as it would count perfectly, except for the sudden 400,000 jump in the count.
alex, i thought the same thing, gotta be mlb board or cpu, turns out it was corrupted Dallas Ram chips on the cpu board that mounts to the mlb board. i did not have new chips, so with some advice from a friend, i swapped the 2 chips with each other, after that, the learn run went perfectly and the car is back in service. Now I'm ordering some chips. that was a strange one