I am making a level that (ATM) consists of 100 hieghtmaps arranged in a 10x10 grid. Each height map is 1089 vertices, each one is stored as an .MDL instead of and .HMP, each map is using the same texture atm, and tex_share is set to 1. I would think that the memory requirements for this level would be very little, Yet when I go to run the level, i get the error message "D3D: Ran out of Memory" and the game crashes back to the desktop.

Do .MDLs not share texture memory? What am i doing that takes sooooo much memory? (My video card has 128MB on it...not the best, but not the worst by a long shot either) What can I do to reduce the memory usage?