I think the only thing B+ really offers is the upgraded 2D stuff. The 2D stuff is pretty solid now, the fact it can run on -any- version of Windows and the fact it supports OpenGL/software render is worth it imo. However, you obviously don't want to spend the extra money on a copy of B+ or you wouldn't've asked if Blitz Research will trade you... Now that you've gone and bought B3D first, I'd just stay put.