Background Mask not masking

[clxdesign]

I have a drawing and I am trying to bgmask (I also tried text mask with same end result) in paperspace over some model space objects. For some reasont the mask isn't blocking out the objects behind. I have tried bringing the drawing order to front and send the viewport to the back. I even went into model space and sent the drawing back in there. Anyone run across this and did you get it corrected?

thanks
C.