eMachines laptops are pretty nice. I have the M5312 (got it free from Best Buy as a replacement under the no lemon policy...too bad they wouldn't give me store credit so I could get this Athlon 64 laptop). They're pretty well made (by Arima), have beautiful screens, and are fairly fast. My first upgrade would actually be the hard drive, not the ram. 512 is adequate, but the 60GB 4200 RPM HDD I have in mine is just too slow. It's definately the bottleneck of the system. I'm thinking of putting in either a 5400 or 7200 RPM drive, and then upgrading the ram to 768 or something like that.