ok, i have tried everything to get the SPI to work at 64MHz...
I tried using SSP1ADD for the baud rate generator and it locks up the chip if you use a value above 170 ish...
I tried using TMR2 with it's highest per and post scalers... same effect...

I looked at the datasheet for the baud rate generator, it give a table for speeds...
It give values for OSC upto 32MHz but not 64MHz...

It looks like the 46K22 has an issue running stuff at 64MHz because so far I've had to write work arounds for ADC and HWPWM to operate at 64MHz... BUT the EUARTS seem to be ok at 64MHz so, i don't get it... did microchip not test this chip properly at 64MHz or something...
Luckily, i think i can get away with 32MHz...

thanks for all the help