Well, I wouldn't say outdated, couple of years old.

I7 920 @2.67 GHz
3 GB RAM
64-bit OS ( windows 7 )

And its set for 86000 MB of virtual memory. I will push it up as far as it will go, but I was under the impression it would slow loading levels by doing that.

Set it to 300000 MB still no help... even changed ALL the textures to the default texture just to see... still get the same error when building..

Only thing else I can think of is something running in the background, could Kaspersky be the problem....?...