Goldman- I would get the upgrade, what the upgrade does is opens up the top end a bit. If you remember the original reviews people said it was not as extended in the top end, the upgrade gives you alittle more air. I think it also gives you about 3db more gain. Also a great power cord for the V3 is the Custom Power Cord Company Model 11. I also run my amp with an AIM3A and find it to be a magical combination. Give Gary Mulder at Ayre a call he can fill you in on the upgrades, even though Ayre discontinued the V3 they will still do upgrades on them. Best-Gary