I'm getting a ticking noise around 30-35MPH when the tranny lugs. It'* not loud but I can hear it. When the trans down shifts I can't hear the noise... although the SC is whining at that point. Any ideas?

Can you tell where the ticking noise is? Is it coming from the engine, or some place else? The only thing that comes immediately to mind is knock or ping, but the knock sensor should stop that. Does it happen all the time, or only when the engine is hot?

I'm thinking engine, trans, maybe exhaust... The only time I hear it is when the engine is under load. If I give it more gas the trans down shifts and the noise is gone.... same way if you let off the gas. If my cat was getting plugged could it be leaking exhaust out the manifold collector? It'* not loud at idle, at least, I don't think so.

I'm supposed to take it to Dr Boost'* for an exam but I haven't had time....

If you have a very slight exhaust manifold or gasket leak, it could sound like a strange tick at times. I don't recall many, if any, series II manifold problems, but there has been at least one manifold gasket, and few donut gaskets, from the manifold to down pipe, problems.

I'm hoping it'* an exhaust issue. I'm having a friend do a high flow cat for me and I'd love to do PEMs but it'* not in the budget. How close is the cat to the down pipe donut?

They're on opposite ends of the down pipe. This will give you an idea on how it'* set up. By looking at the diagram, it appears as if it uses other than a donut gasket from the manifold to DP...at least one that I'm used to seeing.
Exhaust Manifold Pipe Replacement