Abit BE6 II....

So a friend of mind just happened to have an Abit BE6 II kicking around in his house collecting dust... Along with a P3-450 that can easily hanlde 800MHz.... But I have -no- experience at all with slot based processors (and little overclocking as of yet), and my knowledge is primarily AMD (t-bird and beyond)... So I've got a few questions....

- What kind of cooling should one use for this processor? Is there even aftermarket options available anymore? (It came with some kind of Coolermaster fan, model number unknown as I'm at work atm)
- Is air an option, or would it wind up being too noisy (as this will be in my room)
- Should the generic ram that came with it work, or should I consider upgrading to performance PC150 RAM?
- Would an ATI Radeon 9800 Pro be overkill for video on this rig?