vs2010, asp.net 4.0, silverlight 5.0, iis 7 on 2008 r2 and iis 8 on 2012 r2

Full message is:

Reference.svcmap: Could not load file or assembly 'System.Windows.Controls, Version=2.0.5.0, Culture=neutral, PublicKeyToken=31bf3856ad364e35' or one of its dependencies. The located assembly's manifest definition does not match the assembly reference. (Exception from HRESULT: 0x80131040)

Source: some_folder/App_WebReferences/CMRService/ Line: 1

Results from trying to run a new install of existing (and running) asp.net 4.0 silverlight 5.0 web app onto new AWS 2008 R2 server, and a new 2012 r2 server.

I have never used asp.net 2.0, started with 3.5, so no idea where this is coming from.

The source file it references changes but is always in the App_WebReferences folder. Sometimes the error targets the system.windows file instead of system.windows.controls.

Prior to copying the latest version 5 files into the main applications bin folder the error message said it could not find the file.

App is currently deployed on a 2008 R2 VPS, runs fine, and that machine has the identical web app installation (prior to me copying the two files mentioned), plus there is no version 2.0.5.0 system.windows or .controls on the box anywhere.

If I delete the web_references folder I get can't find class so-and-so errors, referring to the web service reference that is now missing but it seems further in the process.

Now what confuses me is the files its complaining about are auto generated by the system when I add a web reference to some soap calls I need.

None of the boxes have gacutil.exe on them as some have suggested I gac the offending dlls. I copied gacutil and its config to the 2012 box from my dev machine and registered system.windows and all that did was change the message form 2.0.5.0 not found to 2.0.5.0 does not match.

This install runs on at least 3 other boxes and I've reinstalled it many time and never had this issue.

I have triple checked all referenced versions in all modules, all asp.net files a 4.0 and all silverlight files are 5.0

at a loss what to do next.

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