No items in VS Toolbox, IDE crashes when adding items to toolbox

I'm at a loss. I'm on win7 x64.

If I open up your basic winform app the toolbox is empty. If I try to add an item to the tool box the app crashes, even if I start it from the command line with /safemode

I've tried /safemode, /resetsettings, /resetskippkgs I've deleted my .tbd files I've uninstalled and re-installed both .net 3.5 and VS2008

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Any help would be great.