ok thanks for the tip on using ac3machine, ill try that next time.
i tried encoding with bsweet gui and it gave me a few db less gain, and everytime i tried to eliminate the problem it kept resulting in lower gain(volume) ac3s, this wouldnt normally be a problem, but with 3 x movies on same dvd, you do notice a huge diff in volume.
anyhow, i used ac3corrector and it worked out great. and was way faster then bsweet was too. ac3corrector even read the delay setting from the ac3 filename.

very cool.
well thanks for your help guys.
Dam0