1) processor Intel Core 2 Duo e6670 @ 2.67ghz
2) mobo conro exfire e-sata2
1) processor intel core 2 duo e6850 @ 3ghz
2) mobo gigabyte p35dq6
first time doin it tho, so question is what is needed to be done besides than just replacing the processor and motherboard in the tower?
You're a little vague about your first motherboard, but hardware wise there shouldn't be a problem. The DQ6 has only one PATA though. You could get by, by installing the same hard drive with OS. It may find the new hardware and all you'd do is supply the driver disc. Maybe it will work, or it'll just hang and won't work.
But it's best to install the OS over again for the new motherboard. You'll also have to move over your data and reinstall your programs.
The first question I think of is why? If you are looking for a large jump in speed, you are not going to see it, other than maybe a benchmark program. Of course if you are replacing a dead MB/CPU then it is understandable.