Not Enough Memory

[mbaumwell]

I have a large number of images that I need to resize to meet requirements on ebay.
My machine is Win7 Ultimate SP1 64-bit with 8GB RAM.
XnView runs as a 32-bit process.

I search using filters for images in a specific folder that have a width less than 502px.
The results return ~25,000 images and the memory allocated to XnView is ~28MB (leaving ~5 GB FREE)
I click Browse, highlight them all and select "Bulk Processing" and modify from the default values:
Overwrite:Replace
Use original Path (as output)
Transformations --> Resize --> Height 502 --> Only Larger
Keep Ratio is checked
The converting progresses...and the memory allocation steadily climbs.
Before it coverts the 400th image, memory is over 1GB.
I get through ~2% (498 images) and it throws the "Not Enough Memory" dialog box. The total memory allocated is at ~1.25GB (with more than 4GB free)
I click "OK" and it does not release the consumed memory, instead it just thrashes the CPU. When I try to repeat the Bulk Process function, it crashes out.

I watch the task manager and do not see the total memory consumed exceed 50%...what should I be doing differently?

[xnview]

32bits apps can't use your 8Gb