GRR MAX!

I'm fairly angry right now because I was working and max decided that it doesnt have enough memory for me. I keep gettin stupid errors like this one :

MSG  0.3  error  011105: cannot start thread 12: Not enough storage is available to process this command.

This happens whenever I render or open the material editor.
Last time this happened was during the texturing module last year and that was ALOT of stress.
I remember that to help solve the problem I saved everything individually and then Xref'ed them into the scene so I tried that, and I'm still getting stupid results.

anyone know what to do?

btw Im up to here so far