...AMD Athlon 2.4, 9600xt, 512MB ram, MSI KM2M board(only got 2 ram slots :( ), umm thats about all.. any suggestions what i can update? (perrerbly the cpu and mobo)

price range 350-450 (for cpu and mobo)

1.AMD Sempron 3300+ 64-bit CPU, 256k Socket754 w/AMD fan-heatsink(i might get it still thinking)

More memory and a video card upgrade like a 9800 Pro will be a big help but you're going to be held back by the motherboard because it can only go up to 266mhz bus. But it all depends on what you use the computer for.

I use it for gaming mostly.. games like. CS:S, HL2, SWAT 4, Juiced..etc..

Try this CPU maybe u'll like it. U can buy the Corsair memory in combo with it too if u need it.
http://www.newegg.com/Product/Product.asp?Item=N82E16819103539
As for ur video cards:
If u're into ATI, try these
http://www.newegg.com/Product/Product.asp?Item=N82E16814131423
http://www.newegg.com/Product/Product.asp?Item=N82E16814102634
If u're into NVIDIA, try these
http://www.newegg.com/Product/Product.asp?Item=N82E16814150118
http://www.newegg.com/Product/Product.asp?Item=N82E16814125185R
Good Luck mate, choose well

Those prices are in US dollars right? I'm australian :P.. btw thx for the links

Yes they are. Most stores like Newegg and TigerDirect display prices in US dollars.

mmmkay.. http://www.auspcmarket.com.au/ is a australian online store, if you could find links from there? it would be mostly appreciated.

Use most of the money to buy a video card. For your setup get a NVidia card like the 6600GT. Get another 512Mb RAM (DDR). Upgrade the mobo & CPU later when you have some cash ...

well, if you search for mobo, you should check if it has AGP slot (if you dont want to upgrade your video card). But i recommend, buy mobo with pci-x slot. Try 6600GT for video card :approve:
so be patient and save up more money.

Get upto 1 GB of RAM. Better search for a DDR2 varity. As for Graphics card, search for a GEForce PCI Express.

1.PC-3200 512MB 184-PIN DDR SDRAM CAS2.5 - $86.90 (aus prices)
2. AMD Athlon64 3000+ 64-Bit CPU, Socket754 w/AMD fan-heatsink - $247.50
3. ABIT NF8-V AMD64 Skt754 ATX board, nF3 250Gb, 1.6GHz FSB, DDR400, AGP8x, 5x PCI, SATA/RAID, GbE LAN, Audio - $133.10
4. still thinking about video card..

Try a 9800 Pro. Its quite good and offers good performance for its price. Or get the 6600 GT, whichever is better for u.

$86.90
$247.50
$133.10
=$467.05.. I'll get this stuff first then after I'll get the card cause I'll need to update my 300W PS aswell.. and maybe expand my case..