An e36 M3 would be a fun car to mod and I might consider getting one in the future.

About the 540, I would look at a pre-01 model with low miles to save some money. Other than the facelift, they are essentially the same car. If you want the updated look, you can do it yourself for around $2000.

Here's a good thread about differences in the 540 http://forums.bimmerforums.com/forum...ghlight=buying