i upgraded mine and noise i used to hear on some SACDs (in back ground during quiet classical music) is gone. a year ago charles hansen and i e-mailed each other back and forth many times as i was shocked that there would be this much noise on certain cds. there was some denial on their part in regards to this noise (the dealer heard it). customer service is a bit slow at Ayre, but they do come through in the end. can't beat this machine at even 10k. it's amazingly good for the redbook and hi rez formats digital world. compared to my 30k analog rig, it does well, and it's beauty and costs very little. i do like the upgrade. backgrounds disappear even more, music seems to slow down ( always a good sign in my ear to brain connection and processing centers). the flow seems more natural (hate to say analog, but u get my drift). that Ayre would do this for 200 plus shipping is a gift. they may be slow to answer the phone (they were for me), but they are a small company. but geez, see what they gave us. i have never hung on to one cd player longer than this. i may have had my differences with charles hansen, but it's all good with the C5XE. they could easily have built and sold us a new player rather than upgrade the C5xe. kudos ayre