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For the heads, my suggestion would be World Products S/R Torquers or a similar type of head, and for the cam something along the lines of the CompCams High Energy 260H or 268H. I would defnitely get some feedback on the tuneability of the carb before making upgrade choices. There are a few guys here on the board that can give guidance on that carb, and some solid professional shops as well. Bottom line is that you need to work from the carb back rather than the upgrades forward.
You can, of course, just rip all this stuff out too - but I think you'll find that's a pretty long path by the time you're done.
The set up i posted earlier from Derebery looks like a good value. Click on the engine kit on the right of the page and scroll down. http://www.dpmpower.us/parts.htm
Great guys, great pricing. I have had two of their engines and my buddy is buying his 350 from them in a week or two.
For the same 3K that you want to spend you can get a whole new engine with over 400 HP and 400 TQ.
If you are interested in going this route call them and speak to Leon the owner and tell him that Darin sent you.