Got an old E6600.. what mobo should I buy?

I've got around $200-$250 to spend.. need to get a mobo, graphics card, hard drive, and maybe RAM. I have a case, power supply, an E6600, and 2GB of decent DDR2 667 RAM.

I need to get a new mobo, hard drive, and probably graphics card (I've got an old AGP one that gets the job done but it's hard to find mobos for it, I think it's time to bite the bullet and get a new one). I'm considering the DDR3 jump if I can afford it.

1) Do any mobos that are compatible with E6600's take DDR3? Would it be worth it? I mostly work with reasonably sized files in Illustrator and Photoshop, with ~10 tabs open in FF or Chrome and iTunes running. Overclocking/gaming is not important to me, reliability is. I know, I'm boring.

2) What graphics card should I get? I want it to run two monitors and be as quite and efficient as possible. Are there any fanless ones worth a crap? It's been a long time since I've been in the market for one, they must have gotten way better/cheaper since the last time I shopped (3-4 yrs ago).

Feel free to make recommendations or point me to some good resources. It feels good to be back in here.