Got it sorted. Replaced breath sounds with blank .ogg & discovered i have Sound Attribute Viewer and Tweaker. I did loads of tweaks to the game several years ago but i lost the drive, fortunately i had all the mods & such on another drive, i just dont remember what i what i tweaked all those years ago, am learning all over again.
This is probably doable but it's finding the file that does it.
Turn off the players breath sound when enemies are near, rather silly this, how the hell does the player know if an enemy is behind a wall etc, it spoils the game.