john mct, you're right, of all the bike shops in western massachusetts, and there are plenty, i've gone to at least 8 of them and none carry anything other than the topeak stuff. i did manage to see an ortlieb backpack at an REI close to me.

i'm still debating what to do as Arkel seems like it has a great warranty but ortlieb has the reputation.

i'm so wrapped up in panniers, i haven't really decided on a rack yet which i think i should look further into.

either way, i like nice things and i know i wont be going wrong with any of the suggestions here.