im gonna uninstall all my d2's and mods and just install median xl and then try it all again. let you know if that helps. right now i got d2, path of diablo, median xl. so something there could be messing things up
EDIT: so i deleted and uninstalled my other diablo games.
went in and made a new character in median.
new location for character (This PC > Local Disk (C:) > Program Files (x86) > Median XL > Save)
it opened up and loaded in the offline tool perfectly
maybe this will help others who have multi D2 games / mods.