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Nero Recode NMT_Error_InsufficentMemory

I get this error half way through a recode from a .mp4 to a .wmv i have 32GB of RAM with a 3930k cpu and 2 x gtx 580 3GB cards on windows 7 64 bit.
Any suggestions on why and how to fix this? Ohh the videos are around 8 to 10GB each.
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