Mail.app memory use spirals out of control

Mail.app has developed a problem where it grows significantly in virtual and physical memory use, footprint upon opening just now is 132Mb physical, 497 Virtual. On three occasions yesterday I found my machine slowing down only to discover Mail.app holding >2Gb of virtual memory and constantly growing and all remaining physical memory. Asking Mail.app to quit resulted in no success and an increasing virtual footprint. On all occasions I had to terminate the application from the Force quit applications menu. My impression is that the machine would eventually grind to a halt from memory exhaustion or terminate the process however work pressures prohibited me from finding out which.
Background: I have 2 Macs with approximately the same config and setup, with email accounts and settings synchronised via mobile me. The main software difference is that the problem machine was upgraded to Safari4 upon its release and the non problem machine remains on the previous stable release. Since this upgrade, though I am not certain of the reliance, the mac mini has exhibited these problematic symptoms. I have checked for any Bundles in the ~Library/Mail and found none.
I am a competent unix user but naive at the idiosyncrasies of the mac so please feel free to point me to any specific troubleshooting guide or info on how to obtain better diagnostics

I "switched" to use Mail only yesterday, and am seeing this happen. Previously I used Entourage, but syncing problems w/ my phone were just getting out of hand.
I'm seeing up to 2GB/3GB of actual/virtual memory usage from Activity Monitor.
Any thoughts out there by anyone are appreciated. I'm using IMAP for GMail (~15k messages, including subfolders), 13k in my inbox.
Is there a chance that Mail is holding all those messages in active memory, rather than reading as necessary? What a bad design!? What are the chances that looking in thread view is causing this, rather than just reading them in order?

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    Step 1
    nothing
    Step 2
    com.google.keystone.daemon
    com.adobe.fpsaud
    Step 3
    com.google.keystone.system.agent
    com.displaylink.useragent
    com.zeobit.MacKeeper.Helper
    com.spotify.webhelper
    com.facebook.videochat.rossmeador.updater
    com.adobe.ARM.ad895013aeb33ea6e968d9fdc06c0eb42c7c2a5229d98d64ad002716
    com.adobe.ARM.202f4087f2bbde52e3ac2df389f53a4f123223c9cc56a8fd83a6f7ae
    com.adobe.AAM.Scheduler-1.0
    Step 4
    /Library/Components:
    /Library/Extensions:
    ATTOCelerityFC8.kext
    ATTOExpressSASHBA2.kext
    ATTOExpressSASRAID2.kext
    ArcMSR.kext
    CalDigitHDProDrv.kext
    HighPointIOP.kext
    HighPointRR.kext
    PromiseSTEX.kext
    SoftRAID.kext
    /Library/Frameworks:
    .DS_Store
    AEProfiling.framework
    AERegistration.framework
    Adobe AIR.framework
    AudioMixEngine.framework
    DivX Toolkit.framework
    HPDeviceModel.framework
    HPPml.framework
    HPServicesInterface.framework
    HPSmartPrint.framework
    HPSmartX.framework
    NyxAudioAnalysis.framework
    PluginManager.framework
    Skype.framework
    TSLicense.framework
    iLifeFaceRecognition.framework
    iLifeKit.framework
    iLifePageLayout.framework
    iLifeSQLAccess.framework
    iLifeSlideshow.framework
    iTunesLibrary.framework
    /Library/Input Methods:
    /Library/InputManagers:
    Ecamm
    /Library/Internet Plug-Ins:
    AdobePDFViewer.plugin
    AdobePDFViewerNPAPI.plugin
    AmazonMP3DownloaderPlugin101750.plugin
    DRM Plugin.bundle
    Default Browser.plugin
    DirectorShockwave.plugin
    Disabled Plug-Ins
    DivXBrowserPlugin.plugin
    Flash Player.plugin
    Flip4Mac WMV Plugin.plugin
    Flip4Mac WMV Plugin.webplugin
    GarminGpsControl.plugin
    Google Earth Web Plug-in.plugin
    JavaAppletPlugin.plugin
    OfficeLiveBrowserPlugin.plugin
    Quartz Composer.webplugin
    QuickTime Plugin.plugin
    RealPlayer Plugin.plugin
    Silverlight.plugin
    flashplayer.xpt
    googletalkbrowserplugin.plugin
    iPhotoPhotocast.plugin
    npdivx.xpt
    npgtpo3dautoplugin.plugin
    nsIQTScriptablePlugin.xpt
    o1dbrowserplugin.plugin
    /Library/Keyboard Layouts:
    /Library/LaunchAgents:
    com.adobe.AAM.Updater-1.0.plist
    com.displaylink.useragent.plist
    com.google.keystone.agent.plist
    /Library/LaunchDaemons:
    com.adobe.fpsaud.plist
    com.displaylink.usbnivolistener.plist
    com.google.keystone.daemon.plist
    /Library/PreferencePanes:
    DivX.prefPane
    Flash Player.prefPane
    Flip4Mac WMV.prefPane
    /Library/PrivilegedHelperTools:
    /Library/QuickLook:
    GBQLGenerator.qlgenerator
    iBooksAuthor.qlgenerator
    iWork.qlgenerator
    /Library/QuickTime:
    .DS_Store
    AppleIntermediateCodec.component
    AppleMPEG2Codec.component
    macam.app
    macam.component
    /Library/ScriptingAdditions:
    /Library/Spotlight:
    .DS_Store
    GBSpotlightImporter.mdimporter
    LogicPro.mdimporter
    Microsoft Office.mdimporter
    iBooksAuthor.mdimporter
    iWork.mdimporter
    /Library/StartupItems:
    HP IO
    /etc/mach_init.d:
    /etc/mach_init_per_login_session.d:
    /etc/mach_init_per_user.d:
    Library/Address Book Plug-Ins:
    SkypeABDialer.bundle
    SkypeABSMS.bundle
    Library/Fonts:
    Library/Input Methods:
    .localized
    Library/Internet Plug-Ins:
    CitrixOnlineWebDeploymentPlugin.plugin
    FacebookVideoCalling.bundle
    Picasa.plugin
    WebEx.plugin
    WebEx64.plugin
    Library/Keyboard Layouts:
    Library/LaunchAgents:
    com.adobe.AAM.Updater-1.0.plist
    com.adobe.ARM.202f4087f2bbde52e3ac2df389f53a4f123223c9cc56a8fd83a6f7ae.plist
    com.adobe.ARM.ad895013aeb33ea6e968d9fdc06c0eb42c7c2a5229d98d64ad002716.plist
    com.facebook.videochat.rossmeador.plist
    com.spotify.webhelper.plist
    com.zeobit.MacKeeper.Helper.plist
    Library/PreferencePanes:
    Library/QuickTime:
    Google Camera Adapter 0.component
    Google Camera Adapter 1.component
    Library/Services:
    .localized
    Step 5
    Nothing
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    Hardware Information:
    MacBook Pro (Retina, 13-inch, Late 2013)
    MacBook Pro - model: MacBookPro11,1
    1 2.8 GHz Intel Core i7 CPU: 2 cores
    16 GB RAM
    Video Information:
    Intel Iris - VRAM: 1024 MB
    Audio Plug-ins:
    BluetoothAudioPlugIn: Version: 1.0
    AirPlay: Version: 1.9
    AppleAVBAudio: Version: 2.0.0
    iSightAudio: Version: 7.7.3
    Startup Items:
    HP IO - Path: /Library/StartupItems/HP IO
    System Software:
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    Disk Information:
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    EFI (disk0s1) <not mounted>: 209.7 MB
    Macintosh HD (disk0s2) /: 999.7 GB (761.42 GB free)
    Recovery HD (disk0s3) <not mounted>: 650 MB
    USB Information:
    Apple Internal Memory Card Reader
    Apple Inc. BRCM20702 Hub
    Apple Inc. Bluetooth USB Host Controller
    Apple Inc. Apple Internal Keyboard / Trackpad
    FireWire Information:
    Thunderbolt Information:
    Apple Inc. thunderbolt_bus
    Apple Inc. Thunderbolt to Gigabit Ethernet Adapter
    Kernel Extensions:
    Problem System Launch Daemons:
    Problem System Launch Agents:
    Launch Daemons:
    [loaded] com.adobe.fpsaud.plist
    [not loaded] com.displaylink.usbnivolistener.plist
    [loaded] com.google.keystone.daemon.plist
    Launch Agents:
    [not loaded] com.adobe.AAM.Updater-1.0.plist
    [failed] com.displaylink.useragent.plist
    [loaded] com.google.keystone.agent.plist
    User Launch Agents:
    [loaded] com.adobe.AAM.Updater-1.0.plist
    [loaded] com.adobe.ARM.[...].plist
    [loaded] com.adobe.ARM.[...].plist
    [loaded] com.facebook.videochat.[redacted].plist
    [loaded] com.spotify.webhelper.plist
    [loaded] com.zeobit.MacKeeper.Helper.plist
    User Login Items:
    None
    3rd Party Preference Panes:
    DivX
    Flash Player
    Flip4Mac WMV
    Internet Plug-ins:
    AdobePDFViewer.plugin
    AdobePDFViewerNPAPI.plugin
    AmazonMP3DownloaderPlugin101750.plugin
    Default Browser.plugin
    DirectorShockwave.plugin
    DivXBrowserPlugin.plugin
    Flash Player.plugin
    FlashPlayer-10.6.plugin
    Flip4Mac WMV Plugin.plugin
    GarminGpsControl.plugin
    Google Earth Web Plug-in.plugin
    googletalkbrowserplugin.plugin
    iPhotoPhotocast.plugin
    JavaAppletPlugin.plugin
    npgtpo3dautoplugin.plugin
    o1dbrowserplugin.plugin
    OfficeLiveBrowserPlugin.plugin
    QuickTime Plugin.plugin
    RealPlayer Plugin.plugin
    Silverlight.plugin
    User Internet Plug-ins:
    CitrixOnlineWebDeploymentPlugin.plugin
    Picasa.plugin
    WebEx.plugin
    WebEx64.plugin
    Bad Fonts:
    None
    Time Machine:
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    Time Machine not configured!
    Top Processes by CPU:
        2% WindowServer
        1% EtreCheck
        0% coreservicesd
        0% Dock
        0% CoreServicesUIAgent
        0% imagent
    Top Processes by Memory:
    344 MB   mds_stores
    213 MB   Safari
    115 MB   Dock
    82 MB    mdworker
    66 MB    mds
    33 MB    MacKeeper Helper
    33 MB    PluginProcess
    33 MB    WindowServer
    16 MB    com.apple.dock.extra
    16 MB    storeagent
    Virtual Memory Statistics:
    12.72 GB Free RAM
    1.77 GB  Active RAM
    176 MB   Inactive RAM
    1.33 GB  Wired RAM
    660 MB   Page-ins
    0 B      Page-outs
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    Hardware Information:
    MacBook Pro (Retina, 13-inch, Late 2013)
    MacBook Pro - model: MacBookPro11,1
    1 2.8 GHz Intel Core i7 CPU: 2 cores
    16 GB RAM
    Video Information:
    Intel Iris - VRAM: 1024 MB
    Audio Plug-ins:
    BluetoothAudioPlugIn: Version: 1.0
    AirPlay: Version: 1.9
    AppleAVBAudio: Version: 2.0.0
    iSightAudio: Version: 7.7.3
    Startup Items:
    HP IO - Path: /Library/StartupItems/HP IO
    System Software:
    OS X 10.9 (13A2093) - Uptime: 0 days 0:8:39
    Disk Information:
    APPLE SSD SM1024F disk0 : (1 TB)
    EFI (disk0s1) <not mounted>: 209.7 MB
    Macintosh HD (disk0s2) /: 999.7 GB (761.39 GB free)
    Recovery HD (disk0s3) <not mounted>: 650 MB
    USB Information:
    Apple Internal Memory Card Reader
    Apple Inc. BRCM20702 Hub
    Apple Inc. Bluetooth USB Host Controller
    Apple Inc. Apple Internal Keyboard / Trackpad
    FireWire Information:
    Thunderbolt Information:
    Apple Inc. thunderbolt_bus
    Apple Inc. Thunderbolt to Gigabit Ethernet Adapter
    Kernel Extensions:
    Problem System Launch Daemons:
    Problem System Launch Agents:
    [failed] com.apple.pictd.plist
    Launch Daemons:
    [loaded] com.adobe.fpsaud.plist
    [not loaded] com.displaylink.usbnivolistener.plist
    [loaded] com.google.keystone.daemon.plist
    Launch Agents:
    [not loaded] com.adobe.AAM.Updater-1.0.plist
    [failed] com.displaylink.useragent.plist
    [loaded] com.google.keystone.agent.plist
    User Launch Agents:
    [loaded] com.adobe.AAM.Updater-1.0.plist
    [loaded] com.adobe.ARM.[...].plist
    [loaded] com.adobe.ARM.[...].plist
    [loaded] com.facebook.videochat.[redacted].plist
    [loaded] com.spotify.webhelper.plist
    [loaded] com.zeobit.MacKeeper.Helper.plist
    User Login Items:
    None
    3rd Party Preference Panes:
    DivX
    Flash Player
    Flip4Mac WMV
    Internet Plug-ins:
    AdobePDFViewer.plugin
    AdobePDFViewerNPAPI.plugin
    AmazonMP3DownloaderPlugin101750.plugin
    Default Browser.plugin
    DirectorShockwave.plugin
    DivXBrowserPlugin.plugin
    Flash Player.plugin
    FlashPlayer-10.6.plugin
    Flip4Mac WMV Plugin.plugin
    GarminGpsControl.plugin
    Google Earth Web Plug-in.plugin
    googletalkbrowserplugin.plugin
    iPhotoPhotocast.plugin
    JavaAppletPlugin.plugin
    npgtpo3dautoplugin.plugin
    o1dbrowserplugin.plugin
    OfficeLiveBrowserPlugin.plugin
    QuickTime Plugin.plugin
    RealPlayer Plugin.plugin
    Silverlight.plugin
    User Internet Plug-ins:
    CitrixOnlineWebDeploymentPlugin.plugin
    Picasa.plugin
    WebEx.plugin
    WebEx64.plugin
    Bad Fonts:
    None
    Time Machine:
    Auto backup: NO
    Time Machine not configured!
    Top Processes by CPU:
        98% mds_stores
        31% Mail
        3% WindowServer
        1% opendirectoryd
        1% EtreCheck
        1% fontd
        0% usernoted
        0% coreservicesd
        0% Dock
        0% mDNSResponder
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    9.67 GB  mds_stores
    262 MB   Mail
    213 MB   Safari
    115 MB   Dock
    98 MB    mds
    66 MB    ReportCrash
    66 MB    WindowServer
    49 MB    Notes
    49 MB    SystemUIServer
    33 MB    MacKeeper Helper
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    12.70 GB Active RAM
    396 MB   Inactive RAM
    1.37 GB  Wired RAM
    954 MB   Page-ins
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