Well, I'm not really experienced with XviD, but shouldn't you check the AVI after doing the 2nd pass?! Because 512x384 video saturated already under 150Mb is very rare! If you're sure the video is saturated, go for a higher resolution, or encode the audio with a higher bitrate to fill the free space (I'll rather go for the second solution). Don't take this case as a rule, most video need at least 0,2 bit/pixel to achieve decent quality.