Timeout When Obtaining A Connection From The Pool

Hi All,
I'm having a bit of a problem with a c# program which creates and index file/table. The number of records I need to process is around 3500, the main loop. Each of thoes records I need  to look at a 2 text fields and create an entry in an index table for each valid word found in thoes fields.
I call a stored proc to save the key word. So this stored proc get called numerous time per record.
What seems to be happening is proceese about 400 main rcords the errors out with the following error message:
 {"Timeout expired.  The timeout period elapsed prior to obtaining a connection from the pool.  This may have occurred because all pooled connections were in use and max pool size was reached." }
Has anyone had a similar problem? if so any suggestions on how to fix, I've been looking at this problem and recoding for the last 4 days! I need some help!
 Using SQL Server 2000 & .net v1.1

Thanks in advance
 
Davej