I don't understand...
The audio sounds great straight off the camera in my headphones - nice and clean.
When I work with the clips in Premier & After Effects CS4 it is loaded with popping.

I recorded in 1080i MP4 (not .mov)
My comps and seq in both premier are set up correctly I think....

Premier Template:
1080i 60 in XDCAM HD ( audio at 48kz )

After Effects:audio is set to 48kz as well.

I tried to use every different sample rate in premier just to see what would happen and it all popped real bad still.

Again - it sounds great off the camera.

The clips will not play back in QT player and in windows 7 player the vid plays but audio wont play back....

I'm in a real bind

lol this isn't looking to good :P

well i found the solution....
Update the software.
My production machine never goes on line and I thought I might see if updates would help - they did... Problem solved.
Hope this might help some one else in the future.