Version 2 adds incredible graphics courtesy of OpenGL. Night views and very realistic smoke, bi-directional trains and more. As a developer I appreciate the major effort it takes to upgrade to OpenGL, so this relatively short delivery of OpenGL says a lot about the developer's skill and *commitment* to enhancing this product. This product, IMO, is easily worth $40 or more. It is unique. Sure, there are other train sims, but not with the details and feel of SteamTRAIN. The developer is responsive to user requests and seriously considers all enhancement requests. This customer service alone is worth my registration fee. I can't buy this kind of service from the large software companies. Kudos to this developer for a wonderful product delivered at a reasonable price.