Had to share this cause it is weird and if anyone else runs into this problem - here's what i did... and if anyone knows the why here - that would be cool to know.

I was getting the non secure items on checkout removed

made logo and body backrgound url relative vs absolute i.e. ../images vs htt://yourdomain.com/images in the stylesheet

Still a problem
removed all outside links and any calls to http://
turned off banners on ssl pages in tools banner manager

Checked for any script reference and http reference found none

Still a problem
removed the background image completely

FIXED!

even though the browser was reading the background image as relative (i checked and rechecked) - still threw an error. Very strange - anyone know why?