I don't think your AXP heatsink will work; the retention mechanism's probably different, and it's not designed for that type (unlike, say, a Zalman 7000A). You can probably get a retail Winchester 3000+ for about that same price, though, especially if you shop around (MWave seems to have some of the better prices on CPUs and boards; also check ZZF, Monarch, and ExcaliberPC). If you want a quality S939 mobo, you will have to pony up at least $100 (Epox EP-9NDA3J, NF3 Ultra chipset). Good S754 mobos can be found for $75, though, like the Chaintech VNF3-250 (NF3 250 chipset), and even better ones for about $110 (DFI Lanparty NF3 250Gb; some will say there is no equal to this board on the S939 platform yet). Stock cooling for A64s is quite good, thanks in part to the pre-applied Shin-Etsu thermal grease.