... keeping it stock 68k, but I wonder if I can upgrade the processor with one from a 540. If possible, I would LOVE to turn this into a Powerbook 540 ...

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Keep your eye on the eBay seller macmetex. He has had 500 series daughter cards on sale for (much) under USD5.00 for some time. The 33MHz are not on show at the moment, but it will take but a quick email to him to find out how well the 500 tree is fruiting this (Northern Hemisphere) Spring.

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