Silent HD HTPC

Hi guys long time reader first time poster,

Ok guys here i go, my current HTPC is very noisy, I determined it was my previous cpu cooler and changed it for a ninja mini, further check up got me looking at the video card fan which was as loud as my CPU cooler and i need to change it because i need a hdmi out for my rear projection TV and i think that my power supply might be starting to develop musical talent as well.

My current configuration is

~ Case ~ Antec Fusion V2
~ Mobo ~ ASUS P5K-VM
~ CPU ~ Intel E6400
~ CPU Cooling ~ Scythe Ninja Mini fanless
~ RAM ~ 2 gb cheap ram
~ GPU(s) ~ Asus Nvidia 8600GT (this has to go!! Fanless Gigabyte 5450)
~ HDD ~ 150GB WD
~ PSU ~ 430 watt psu that came with case
~ OS ~ Microsoft Windows 7 pro 64-bit

I was thinking that while i was going to make some changes to my system I could might as well upgrade it to the setup below and use the others as a freenas server minus the gpu. My goal is to make a dead silent HTPC so passive cooling is preferred and i know that the Hard Drive is a source of noise and will be changing it this summer for an ssd.

~ Mobo ~ GA-MA785GMT-US2H or asus m4a785td-m evo
~ CPU ~ Phenom II 720 BE (i hear you can can undervolt it and it should work like the e series)
~ CPU Cooling ~ Scythe Ninja Mini (fanless, is that a good idea)
~ RAM ~ 4GB OCZ DDR 3 1333 low volt kit
~ GPU(s) ~ on board (if needed, a 5450 from gigabyte)
~ HDD ~ 150GB WD
~ PSU ~ 430 watt psu that came with case (is this enough)
~ OS ~ Microsoft Windows 7 pro 64-bit

I'm wondering first of all is it even worth it to upgrade or is my current system good enough to run HD movies, watch internet based TV. I don't game on this machine.
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More about silent htpc
  1. I would swap out the video card for a HIS HD5670 512MB card. The reviews on the HD5450 and 5570 have not been so great. I have the HIS and it is absolutely silent and video looks terrific. It's not passive but the cooler is so quiet you need to open the case and put your ear near it to hear it. You'll find plenty of reviews that say the same.

    If you want to swap out the PSU the Antec EA380D would be plenty. It's also silent.

    I also have the WD3200AAJS HDD. You can't hear that either. HDDs have come a long way. It's amazing how much quieter it is than the WD4000AAJS it replaced which was 3 years old.

    You'll have plenty of GPU with a discrete card and that CPU is more than enough too. I don't see a need to replace any other parts. I have the aforementioned parts paired with a 780G mobo and AMD 5050e CPU. It's more than enough and totally silent.
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