Sorry,... in my opinion, upgrading this system isn't worth it. I nursed an AGP system for 10 years and it cost me more upgrading it than just buying a new unit. You could save the video card and HDD and add it to an entry level system. Then, you could consider upgrading parts. Right now, 4 core is the minimum. That means new motherboard, new CPU and new memory. Your power supply,... well,... pft,... there's a point where you're just chasin' your tail. Save and invest in a CURRENT model. Google "system configurator",... most pc builders let you assemble a pc online according to your needs and price point.