czdraze :
its windows 7 32bit but im pretty sure ram is not the problem,
I disagree RAM could very well be part of your problem. You have to consider that Windows will use half of your memory if not a little more after it's started up and running. I don't know what you are using to monitor your system but I personally use HWinfo to monitor everything from CPU/GPU usage but it also tracks your pagefile/ram usage and logs it in a excel cvs file. From there I can see a very detailed view of everything that's going on each second and I also believe it tracks your GPU memory usage also but I'm not able to verify that right now since I'm at work. I'm aware that GPUZ will track some of this information also but it doesn't provide all the information Hwinfo does.
Looking at your screen shot I couldn't help but notice that the GPU default is 900Mhz but clocked at 880mhz. What's up with that? I also because what if your GPU is down clocking under heavy load due to heat? GPUZ or HWinfo will be able to tell you if that's happening also.
Additional thought: Keep in mind also that while some games may not need much ram to run others crave more of it. Once again logging that information can really give you a better idea of what's going on than guessing or receiving a lot of conflicting ideas online causing you to run around in circles.