New system after a long time

Hello everyone.
After 6 years of holding back and enjoying the fps of the awesomeness that is a Limited Edition graphics card its time to move on i reckon. Ive been around the forums for quite a while now but havent found a build to my liking and budget. There's a pre-built ive been looking at and i find that its decent. The system is:

CPU: Intel Core 2 Duo E2140 1mb overclocked to 2800mhz
http://www.newegg.com/Product/Prod [...] 6819116037
Mobo: Gigabyte 965P-S3
http://www.newegg.com/Product/Prod [...] 6813128017
Memory: A-data 2gb 800mhz
http://www.newegg.com/Product/Prod [...] 6820211063
GPU: nVidia 8800GTS 320mb
http://www.newegg.com/Product/Prod [...] 6814133193
HDD: 320GB, 16mb, 7200rpm SATA II
http://www.newegg.com/Product/Prod [...] WD3200AAKS
CPU Cooler: ASUS Silent Square
http://www.newegg.com/Product/Prod [...] WD3200AAKS
PSU: Fortron 400w
http://www.newegg.com/Product/Prod [...] 6817104953
Case: Atrix 9003
http://www.newegg.com/Product/Prod [...] 6811209029

The price of this pre-build system is 740€ or 1000USD. So my budget would be around 1200USD or 900€. I cant really compare the Newegg prices and the prices around here, some of them are same and some are not even close. Anyways this system seems to be fine but looking at my current PC im not too keen at updating too often, so my idea was to get either GTS640 or 2900XT instead of GTS320. The biggest question here is will the E2140 keep up with the GPU or will it be gimping the whole system, even when its overclocked as it is? If anyone can come up with a better system within the budget using Newegg prices feel free to post, will take any advice and help i can take.

Thanks in advance

I'm confused as to why you are giving a budget in Euros and listing links to newegg, you are aware they do not ship internationally?

How is the price for this Mobo in your market? The P35 version would likely be a nice upgrade for the same price.

http://www.newegg.com/Product/Prod [...] 6813128059

PSU - The 400w is cutting things close. You may want to try the 450w for a little head room as the PSU ages and you add in additional HDDs or other components. To get the extra cash for this you could likely hold off on the PSU cooler for a brief time or wait to see if you even need it. The Stock fan may be able to handle alot of that load since 2.8ghz is not that fast for the C2D chips. (I realize this chip will hit some FSB walls, but that may mean you do not need to spend a bundle on the CPU cooler. This may be a wait and see item.)

Thanks for reminding me about the PSU zenmaster, was in a hurry due to job so half the story is clipped. I will be replacing the PSU listed there with a Sharkoon SHA450-8P http://www.sharkoon.com/enghtml/powersupply.htm#sha450 which sits in my current PC. I was also planning to switch the mobo listed there for a Gigabyte GA-P35-DS3L http://www.newegg.com/Product/Prod [...] 6813128059 which is priced the same. Rest of the system will stay the same. Do you reckon tho that the CPU will be fine with current games and the games to come in November (assassins creed, crysis, UT3 etc.). After reading the Graphics forum it just seems to me that while GTS320 is superb it will be aging way faster due to increasing need for video memory then GTS640, while XT2900 seems to be fine and yet is a huge mystery performance wise. Thats why im here, to ask advice cause im going around in circles atm.