With my K6-2+ 450@600 and K6-III 400@448, I had a V3 3000 AGP for about 18 months. Upgraded earlier this year to GF2 MX and it does make a HUGE difference. In the worst cases, some games run the same, but in the best cases, games that used to run at 800x600x16, now run at 1024x768x32! But, the main reason for the upgrade to GF2 MX is 32bit. Because the K6 is cpu limited, changing from 16bit to 32bit has almost no performance hit! The CPU is holding you back, not the video card. The V3 can not run 32bit games. More and more games coming out will only work with a 3d card that supports 32bit, (such as Links 2001, and Myst III). It sucks to buy a new game, then realize that your great video card can not run it using 3d. Won't happen with a GF2 MX. The power issues with GF cards were only with the older models, and the GF2 uses much less power. I think your Compaq uses FIC motherboard, and they actually only had problems with V3 AGP cards, (3dfx posted a warning about using V3 agp cards with FIC, as possible motherboard regulator damage may occur), but GF DDR cards would work fine. FIC boards are all I use for SS7, and never had problems even with V3 AGP.