http://www.fogcreek.com/kiln/ has almost all the features mentioned and they are really really useful. Free for up to two users with the students and startup discount. The free link takes a bit of digging to find if I remember correctly.

edit:

kiln: http://www.fogcreek.com/Kiln/StudentAndStartup.html

Better yet sign up for fogbugz and add kiln on to fogbugz:

http://www.fogcreek.com/fogbugz/StudentAndStartup.html