Thanks for the suggestions.
I made a typo up there, the Corsair Vengeance RAM is $45, and here, the G.skill RAM is also about $45ish. I think I'll stick with Corsair just because I like the brand more... + they've helped out really well once before.
I guess the PSU and CASE should be changed, BUT I'm looking for a 80plus modular power supply, and a window case .. both on the cheap. Any recommendations?
Also, my brother wanted red LEDs so I've decided just to add 2 CoolerMaster Sickeflows at $5 a piece. The extra white fan is an NZXT re-use from my old PC, just thought I'd count that as part of the budget.