It's official...I'm an idiot. Nothing wrong with my new Ballistix, it was the 4:5 divider. I went down to 3.0GHz to use the 2:3 divider to make 500 mhz, and sure enough, it could do a pass of memtest right on spec. Definately gives me some direction in my OC goals now that I can trust the memory, amazing what you learn in these forums, thanks all!