Chris-

I have seen several places selling old stock or used XLS 1's such as B & H which is I was thinking maybe this one.

If I am able to go 5k (or so) per camera is there anything else I should look at besides the XL2 or the Panasonic?

I spent 6 years learning to shoot, light and mic based on a TRV-900 and accessories. When I was ready to upgrade so that the equipment was in my way less, I thought that a big LCD was mandatory and I favored those cameras. Fortunately I waited long enough for the XL2 which caused used XL1s to drop into my price range.

FWIW, my handheld and tripod shooting drastically improved due to the XL1s eyepiece versus a flip out. And I didn't realize it but the eyepiece has a near/far nob so you can monitor the eyepiece from a foot or so away when the cam is on a pod. On top of all that, the configurability of the XL series makes for versatility between run and gun vs studio shooting. Add to that that you don't have to sacrifice zoom (10x on the Panny, 16x on the XL1, 20x if you get the new lense) on the XL1 for wide angle because of the interchangeable lense.

All that just to say that the lack of eyepiece is not a slam dunk negative and I dare say that the configurability of the XL1 is a feature that you may not appreciate until after you've used it. It was a pleasant surprise for me.

Hal, another thing to consider is to only use one camera rather than two for your shoot, in which case you can spend more on your camera line item and perhaps get a better one. Consider that many features are shot with a single camera; two cameras simultaneously can be a compromise in lighting; and that after the shoot is over the only thing that counts is the quality of the image that will be associated with this project forever. However, this needs to be weighed against the potential time lost by having to shoot all angles with one camera. Sometimes, it takes longer to work with two cameras. It's a scene-by-scene choice. Just a thought, though.