I am totally lost ... When I try to sync my new iPad 2 ( 5.0.1 ) with latest iTunes ( 10.5.2 64bit) at some point iTunes stops throwing an error "out of memory" ! It starts using as low as 60K memory and in every song that it transfers over to iPad increases reaching heights as 4-5GB!! I have Windows 7 64bit with 8GB RAM and each and every driver updated! I uninstalled and re-installed iTunes many times, using the official ( as described by Apple ) procedure paying attention to the order of uninstall. I used an uninstaller that monitored the installation and deleted afterwards ALL the files. I used the 32bit version of iTunes... no luck either! I tried the compatibility thingy (even though iTunes displayed a message stating that it wont work well in this mode... ). Nothing ... I tried to contact Apple ( 2 weeks now ) sending emails and filing a ticket ... still waiting! Anyone please can help me? Thank you in advance!