Thanks for all the responses guys. From what I'm reading, the Adaptive Drive is not as important as I thought. Honestly, I own a 325ci non-sport, and as far as handling is concerned, it hadles better than any car I've ever owned. It even outhandles my CLK 500 with upgraded suspension components and is a true pleasure to drive.

As for the other options listed, 3rd row seat is a must we have kids. The wife wants a DVD system for the kids, I will look into the other option mentioned and compare cost and benefits. Screens in the headrests would probably be better as we will have a child seat (baby on the way). PDC also important for kids sake.

So this leaves the comfort seats, vs the Sports Activity Pkg. I really like the shadowline trim, steering wheel, and anthracite headliner. However, the wife likes the regular grey headliner much more, she didn't want black/black anyways, that was my choice. The steering wheel is probably not a big deal, I can always change it later. The shadowline trim is really nice, but at least there is no chrome trim on the non-sport 35d, that would be a no no. So now it comes down to the seats. If the sport seats are almost as nice as the comfort seats, I think I will go with the sports pkg. However, I could make a compromise and probably make my wife really happy and go with the comfort seats. This is how it was initially configured, but I put in a change order and changed out the comfort seats for the Sports pkg. Crap I cant decide, I keep changing my mind!!!