well all textures have been checked before this post and they are all correct.
HARDWARE.
ASUS m2n-e sli (motherboard)
AMD DUAL CORE 4800+
FORSA 9600GT 512mb DDR3 x 2 (same thing in sli and none sli)
3gb ram
NVIDIA ethernet card (deactivated on motherboard)
External usb soundcard (same thing connected or unconnected)
SOFTWARE.
VISTA Premium 32bit auto updated every night (manually rechecked)
driver version nvidia:197.45
directx version: 11
3DGS version: 7.80 sadly cant run versions higher then this as the IX plugin dont work with higher versions.

but the Third level runs great when starting from from it its only when running from 1 to 2 then 3 the error appers kind of like its still keeping something in memory from the last two levels that creates somekind of overload.

"edit"
weelll...hehe
just checked my mesh folders for the levels and i think i will split the level once more, already split it into 2 and now think i will split it into 3 since the level3 mesh folder is almost 700mb then add detail meshes like pipes crates furniture and i do understand why it crashes.