looking to upgrade to e2160 please help

Problem is the AGP card. I wouldn't recommend keeping it. You probably won't be able to find a mobo to OC to 3 gig with a AGP slot on it (correct me if I'm wrong here, someone). Here is what I would recommend (of coarse not knowing your budget).

CPU - $80 shipped e2160
http://www.mwave.com/mwave/skusear [...] ia=BA23881

Mobo - $98 shipped - $20 MIR (if you trust MIR’s) = $78 Hard to beat at this price.
ABIT IP35-E INTEL P35 CHIPSET ATX FORM FACTOR 1xPCI-E(X16)/2xPCI-E(X1)/3xPCI/4xDDR2 W/SATA2,LAN(Gb),USB 2.0 & AUDIO
http://www.mwave.com/mwave/skusear [...] ia=BA23929

Memory - $102 shipped - $40 MIR = $62!! Solid performing CAS 4 DDR2
CORSAIR XMS2 2GB (2 x 1GB) 240-Pin DDR2 SDRAM DDR2 800 (PC2 6400) Dual Channel Kit Desktop Memory – Retail
http://www.newegg.com/Product/Prod [...] 6820145034

Memory - $110 shipped - $47 MIR = $63!! Good OC’ing RAM + CAS 4 too.
Crucial Ballistix 2GB (2 x 1GB) 240-Pin DDR2 SDRAM DDR2 800 (PC2 6400) Dual Channel Kit Desktop Memory – Retail
http://www.newegg.com/Product/Prod [...] 6820146565

Memory - $93 shipped - $30 MIR = $63!! CAS 4 and good RAM
GeIL 2GB (2 x 1GB) 240-Pin DDR2 SDRAM DDR2 800 (PC2 6400) Dual Channel Kit Desktop Memory - Retail
http://www.newegg.com/Product/Prod [...] 6820144062

Pick any of the memory listed above and you'll be fine. Let us know if this meets your requirements.

My 2cp's

ASRock 4CoreDual-SATA2 LGA 775 VIA PT880 Pro/PT880 Ultra ATX Intel Motherboard

ok is that the asrock mb i should get? i just bought a 7600gt video card a while back and i don't want to toss up an other 150$ or so to get another video card that doesn't perform as well. memory and cpu recommendation is good and i'll just have to keep looking for a mb now. unless the one above is good to oc poosible to 3ghz.