Upgrading System.

I wanna upgrade my system, I can't go to high though. I wanna get a new proc, wanna move from xp to t-bred. Not quit sure what I wanna jump to yet as for mghz. Also I want some good air cooling top of the line but not to loud so what would you guys recommend for a good t-bred, and the cooling for it. Also a mobo to sit it in. All gotta be decent quality.

1700+ T-bred Model#AXDA1700DLT3C, this is the one with the 1.5v vcore that is a good overclocker or the 2100+ AIUHB which is a good overclocker. For MB I would suggest the Epox 8RDA+ and for cooling the SLK-800 with the Smart fan 2. If not overclocking I would go for a 2400+ or higher and a asus A7N8X Deluxe MB, with the same cooling.