thanks its working like a charm now instead of using an absolut node, i’m using a clamp before the rotation angle of the first RotateAboutAxis, this is doing the trick!
Its limiting the max X rotation and its fixing the strange popping 
i also added a distance blending for the X billboard, for tuning the rotation when it starts and when it ends…
big thanks divi to point me in the right direction with this.
here is my current version:
