righto, back on it, i have it on breadboard again....

this time i have:
input 22k, and a 4.7n to ground then the rest as the most recent schematic (larry) (armndry) sent me..cheers.
its a much better 'tonal' match now ..it was way too bright otherwise, way off unity etc..
i got rid of the 1M pulldown on the end too, (no popping when on/off) so thats ok.
i used the 100k vol pot on the very end and lost the 470r, i used a 2.2k on the bright/warm caps and that seems fine.
i have no noise issues at all now. even when maxed .

i'll knock up another pcb layout and then we'll see if it behaves ...
