Well, I don't know what I did, but I upgraded everything to 3.3 (I just thought I did before) and I got new errors. However, after many days of pulling my hair out, I have found a solution.
This now works for me:
1 upgrade everything to 3.3 and 3.3 SDK
2. upgrade your Axis2 to 1.5.1 and use it build your .arr (Web service only)
3. your alfresco-core-3.3.jar and alfresco-web-service-client-3.3.jar should be in tomcat/lib
4. there needs to be NO JARS in your webapp/WEB-INF/lib directory
5. Any ClassNotFound errors should be fixed by placing the jars in /lib/remote/dependencies in tomcat/lib
this also fixed my problem of having to restart alfresco every time i redeploy my war file!
I am in a happy place now. (see how long that lasts!)