in most times, its a problem with win98 bad memory handling. had the same when i run my pc with win 98. Scine going with win xp nomore such problems. other thing is to reduce the texture to 2000x 2000 in a paintprogram.As long as you dont do very large renders, you wont see a big difference, but the smaller textures save much memory.( save your highres textures before reducing)