Server UnAvailable Problem

I am using asp.net 1.1 On one of my applications page i am showing 3000 records in a datagird(from db). it takes 3 to 5 mintues to render these records in datagrid.
I have monitor the memory usage of asp_wp.dll process in the task manager. when it is rendering it takes max of 102 mb of memproy ram.

In the datagrid i have a check box column. User selects all checkboxes(by clicking on Check All(it is by javascript) and works fine). Enter value in the textbox and clicks the update button to update all selected values of the datagrid in the db and show updated values in the grid again.

for that i update in all the selected values in the db and get all the records from db again and bind these updated records agian to the datagrid. I carefully debug my application it update all the records successfully. and when it is updating the aspnet_Wp.dll process takes max of 70 memory uage. i get records from the db it is also fine.

But when i bind that records to the datagrid again it througs an exception and take more memory usage about 140 mb of ram. "Server unavailable" and my aspnet_wp.dll process also restarts. Exception also indicate me to see the event log for the resone of this particular error there i an error that aspnet_wp.dll exceds the memory usage that is allowed to it which is set to 154Mb.

I am using using stored procedure to get data in from the db into the dataset using SqldataAdapter i bind the datagrid to the dataset returned table. Code: