i found when i avoid loader.loadCubeMap its works fine. I am thinking maybe i uses more texture ram then it says 
fglX11AllocateManagedSurface: __FGLTexMgrAllocMem failed!! -> means i run out of ram on the card i have 128MB.
the problem does not happen if i bind 2 texture stages to a node i create my self only when i bind 2 texture sages to a node i .find("**/hull") inside a model loaded from the eggfile. but if i avoid loader.loadCubeMap every thing works fine.
oh and i figured out what the Kimberley is. its an inturnal name of the font i am using. Why does it have to reload textures so often? i have lots of text that might have been the case too. But it cosed no problems doing it the other way.