upgraded old system (1.3ghz athlon;512mb ram) to new system (athlon xp 3000+/400;512mb ddr ram), changed out some parts with other pc (900mhz athlon; 256mb ram), so that the other one is a 1.3 w/ 512mb, and got some extra ram from work. ended up with a abit kt7-raid board, 900mhz athlon, 320mb ram, 40gb hard drive, cd-rom, nic, stereo sound card, psu 350w. needed video card, heatsink, case. case was $30, video card was $30, heatsink was $20. sound card was upgraded to 7.1 w/ optical for $30. modified the psu to get lower voltage to fan with a resistor soldered into the +12v line. think it ended up being about 8.6v, and was markedly quieter. heatsink was larger than need be for 900mhz, with 3-speed fan. since the loudest the cpu fan gets is quieter than the psu, i can't hear the heatsink fan so leave it on medium just for the cooling benefits. 40gb hard drive is quiet. very quiet system, almost as quiet as my celeron 400 with very low voltage psu fan and low voltage cpu fan (think they're both around 7v, and neither was noisy to start with). no case fan in the htpc. no need for a dvd drive, either, since i have a dvd player and anything that is in divx that i burned to dvd i can access via the network. that also lets me access my pc's media stuff, whcih is stored on a 250GB raid array. got 5.1 to work properly. only have a 27" crt tv, so its not like i can get any super hdtv resolutions, but it looks pretty good coming from divx/xvid encodes. i run it at 640x480 simply because that causes less stretching of the divx video so, in my own thereoterical world, it should look better than if it were higher resolution [1024x768] because that would stretch it to ~2x, thus showing the flaws. many of my personal encodes are done at dvd res, 720xYYY, so this 640x480 actually reduces the size thus hiding the flaws (which, due to the age of them, are likely to exist because they are 1-pass, no gmc, no qpel, no b-frames -- none of them existed [except 2pass]). everything looks great and sounds great, and was done for $110. dunno why i posted this, its kinda late, i'm bored, and i don't think anyone else can say they made a htpc for <$110, with the exception of ppl who converted an existing funcitoning system or those who 'borrowed' one from work. i don't even want this to be able to play games, because i have a normal pc setup which is quite willing to do so (despite it's old geforce3 ti 200...actually when you equip that with a 2.1ghz athlon it's not that bad, capable of playing most of my games in above-average settigns [2xFSAA;2xAF...assuming average off-the-shelf systems can't do either of those].