C1 5 Pro Out of Memory

I am running Win 7 64 bit and have 12 GB memory. I was using 3.9 GB system total when C1 gives me a message that I am out of memory and have to restart the application. The activities panel said I was generating no. 606 of 624 proxies and I was using the spot removal tool on an image when this happened.

The program installed in the Programs(X86) folder. I am wondering if I am running the new 64 bit version of C1 5 and regardless, the out of memory hang is a major problem.