I bought a family upgrade pak from Microsoft. $149 for a product key that can be installed on three computers Win 7 Home Premium. They just emailed me the product key. There was no disc or download needed. I have a USB flash drive with an install for any version of Win7 you want, just need the right product key. I used Microsoft's SDK to make the installer. You can upgrade from XP SP3 in the windows environment, but can't do a fresh install with an upgrade product key. You first have to put XP back on and update to SP3 then upgrade under windows, which does a fresh install anyway, but the upgrade way.