Ok to be clear is playback and record worse with X3 than it is with X2?
Please use the same project so you are comparing eggs with eggs (open X2 project, save as X3, open it again) to see if this makes a difference.
Please disable virus scanner when you are opening the projects (not sure what you mean by "windows security", but if it's security essentials then that is a virus scanner).
... and do a defrag first.
Then you may have a point :).
Cheers...
Alex
p.s. Why are you running 32 bit windows you realise you are not addresssing all of your memory above 4gb?