Output noise - can't find the source of it

I opened up a project that I hadn't worked on since I switched from a G4 to an iMac. I'm getting a dirty white noise, almost like I have a guitar plugged into an input. If I mute all tracks its still there on the master fader, you can see the activity. Also, on the CPU usage window it shows activity on the right side of the audio meter. If I mute the master the noise goes away. If I change the output channel of the master or delete the master, its still there. I have relaunched core audio, restarted, etc. There are no hidden tracks. I have removed all inputs. All tracks are set to core audio. This is the only project that this is happening on. Any ideas?

Export all files from this Project & abandon ship. All hope is lost!
Create a new Project & re-import your Audio files, MIDI Regions, etc.
+Never open the gates of Hades again.+

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