well it turns out that it was the modulator that was bad!

when i adjusted it a while back i must have adjusted it to far and ripped the diaphram, i pulled it out and it wouldn't hold a vacuum. luckily i still had the old modulator that turned out it wasnt bad in the first place! i tested it and sure enough it held a vacuum! i put it in took it down the road VERY minimal smoke coming out and then i just didnt smoke anymore! its still backfiring a little but that prob just because the plug is dirty, ill pick up a new one tomorrow. other than that she runs great! im so glad me and my dad didnt have to pull the engine apart i wasnt looking forward to that!

im just glad to have "The Beast" back on the road! thanks for EVERYBODY's help! another great reason i absolutely love this forum!
Truck on,
-Nic