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popping and clicking when using too many plugins

i'm trying to do some mixing.. i get up to 12-15 effects between 20-24 channels and Cubase sx (2.xx) starts to crap out. the audio starts to pop and click and i can't continue mixing because it becomes so bad.

i know i'm running out of resources, but i have a p4 2.4ghz 1GB ram, 2 hard drives, both get defragged at the end of the night..

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