I had an extra LPDIRECT3DTEXTURE9* in one of my classes. It now cleans up properly on exit, and I will be ready to start moving over to the new classes. Now I just need to get some linked lists into the objects, and setup the iteration method updating and rendering everything.
I think I will end up having another class inside ObjectManager that runs all the updates for the frame. Maybe I will move it outside of it, but I don't think so right now.
But before I even get that far I'm going to need to make the plane as complete as the sphere is right now.