Two more gigs wouldn't really help much. XP 32bit software only utilizes up to 3.25GB of memory. As for finding a newer faster 754 cpu, those are few and far between, since the coming of the dual cores. Might be better just to build a new computer. And those video cards you looked at, were they AGP or PCI-e's? I'm running the same motherboard you have but am using a AMD 64bit 3500+, with 2gigs of memory and a Nvidia 7600GS but it won't play the newer games.