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Buy XP OEM - just as cheap and you don't have to mess with showing it a qualifying previous version of Windows. If you get it from Newegg, you can buy a 99 cent cable to qualify for buying OEM (hardware purchase required).
You can use your DDR333 with an A64, but it's gonna bottleneck it somewhat.
There are some 939 boards out there with AGP - NForce3, ULi, and Via K8T800 chipsets. I wouldn't go 754, it's more of a dead end.
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