I have used the Topeak set-up for a while now and like it. I have had both panniers full and the top expanded full of groceries. The only down side to the Topeak that I have found is that it is a bit bulky when you just want to walk around a bookstore, and don't want to leave it on the bike, other than that I've been very happy with this set up. I have not noticed any noise or major difference in handling either.