That amount of memory is really tight for W2K. I usually suggest a minimum of 96MB for Win9x and 128MB for NT/2000/XP. (That also assumes dedicated video memory - if the video chipset / board is borrowing memory, you need that much more!) I found that a lot of my C0..05 errors just disapeared when I upgraded from 64MB to 96MB on my 98SE machine.

I'd certainly continue to explore the suggestions by Sergey too. If you are leaving dangling references, then you're losing even more memory.

I also haven't used that framework, so I can't help with it's specifics.

Rick