Vertex Buffer Release problem

I''m getting a strange problem with a program of mine. My video card is a Radeon 9600 XT 256 mb and I''m using the 3.10 drivers for WinMe. My program (a simple terrain engine) is creating 1024 small vertex buffers, just 64K in size each, so it''s using 64 Mb of video memory altogether. I''m creating the VBs using D3DPOOL_DEFAULT since I want them in vram. The program runs fine and seems to terminate fine as well. However I''m finding after running it I can''t do another build in VC++ 6 which is complaining of a shortage of memory, which must be down to my program. I really have checked and double checked everything. Apart from the VBs the program uses very little memory, so I can''t see how it would be anything other than the VBs not releasing their memory when I call Release. Actually come to think of it, if the VBs are in vram, why would that affect VC++? I am using memcpy to fill the VBs from a small global array. I''m definitely unlocking the buffers after the copy. The code is D3D8 btw. Any ideas, or has anyone experienced any similar VB problems? TIA, Simon.