I am using The Tmpgenc 4.0 and Avisynth method of converting 720p mkv content into a WMV i can play on 360. I extract the audio with mkv extract, then splice it in with tmpgenc, using avisynth for the video. I Have done many before, but lost my HDD and everything on it. I started over, but am now having issues when i choose any VBR setting. It will do the initial "reading" pass just fine, but when it gets to the encoding pass, it will do about 100 frames and stop. It will say 1 of 2 messages: Cannot read from the video file. OR Not enough memory. When I tried to encode in a standard 1 pass CBR, it worked perfect. No other change, same file, same project, just CBR instead of VBR. I really want to use vbr because file size is key for me. I have all the latest drivers from nvidia, CUDA is enabled along with all settings. K-lite codec is installed. PLease HELP!