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I'm upgrading because I have the K1 and current firmware updates don't include it. Another reason is the decrease in size along with the improved technology. I never thought the K2 was enough of an improvement to justify the cost, but the K3 does, especially with the $139.00 price tag on the wifi version. Also, my husband has been reading more, and, well, lets just say, I'm possessive of my Kindle. I plan on keeping the K1 until it breaks and stops working.
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