failed to allocate memory

[p64mario]

This error drove me nuts until I guessed that I may have some hidden spyware that was occupying a hidden piece of memory that Project 64 was trying to access. Although I have been running anti virus and anti spyware products some how I managed to pick up "Trojan-spy.zbot.yeth". After removing it with Spyware Doctor Project 64 started working again. I can only assume that it tries to hide somewhere in memory and Project 64 clashes with it and prevents Project 64 from running.