Wow! This is impressing

OK, let's move step-by-step...
1) StarBurn uses physical memory to buffer I/O so you can lower down memory usage allocating less memory for I/O buffer. Not recommended however...
2) You can use /3GB switch when booting your OS to allow 3GB rather then 2GB of user land address space allowed to single process. This should help quite a lot.
and from our side we can say:
1) We're re-working UDF engine to use less memory for internal structures (for now it's a memory PIG). And this is what I'm doing right now in the other window

It will help to both 32-bit and 64-bit versions of StarBurn SDK.
2) We'll release V12 StarBurn SDK with native 64-bit support soon. Very soon

Thanks!