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Nobody can help ?
Sounds as though there are still references to the jpg's somewhere in your code? So the objects aren't actually disposed?
It's probably something like that, but since I call unload() on each Loader, there shouldn't be any reference left.
This issue has been covered extensively before in the forum.
Try searching the AS 3.0 topics.
If for some reason the posts have been deleted, then check gskinner's blog for the answer to why your bitmaps take up all that memory.
Basically, even if you remove your Image class, if you don't call the dispose() method of its internal BitmapData class then you get the rampant memory leak you are experiencing.
I had already read those articles, and I am actually calling the dispose method on the bitmapdata after the resize is finished (even though I forgot to mention it in my first post, sorry). Anyway, if that was the problem, the memory leak would be something like 500MB, given the images initial size.
I really think the problem is something else.