This is Ridiculous! Out of Memory???

 I inserted a fileupload control and a button.  I am able to upload files and go through the code successfully when I click the button.
I have another fileupload control and another button on the same page.  However, the second one throws in exception in the middle of the code eventhough both are running off the same code.
The exception is "Out of memory".  I have plenty of memory!
Here is the code for the page:
Function UploadMainImage()

        'Check to make sure we actually have a file to upload
        If Not (File1.PostedFile Is Nothing) Then
            n = 0
            Dim filepath As String = File1.PostedFile.FileName
            Dim userid As String = &q ...