good grief, i got it to work...i was just fiddling around with my HTTP 
server configuration and put this in:

<Location /cgi-bin/*>
   AuthName "iSeries Login"
   AuthType Basic
   PasswdFile %%SYSTEM%%
   Require valid-user
   UserID %%CLIENT%%
   ProfileToken on
   # ACLOverride Off
   <Limit GET>
      Require valid-user
   </Limit>
   <Limit POST>
      Require valid-user
   </Limit>
</Location>

then, i got rid of any other <Location> with /cgi-bin/program-name...and 
it worked...how crazy is that?...

Shane

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