default directory for t/098_pod.t.  not sure why it was doing @dir = (); if(ENV var) { @dir = 'some dir that exists' }.  this would make a path analysis tool cry.
switch from Module::Build to Make::Maker based Makefile.PL after Module::Build vomited on trying to 'make dist', and then when that was fixed, generated a completely busted dist without error.  good riddance.