difference between Windows 7 Professional with XP Mode and Windows XP Professional downgrade, with Media?

What is the difference between a laptop with Windows 7 Professional with XP Mode and a laptop with Windows 7 Professional Bonus - Windows XP Professional downgrade, with media?

The Win 7 Professional WITH XP Mode is a "virtual" XP mode that runs in Windows 7.  The Win 7 Professional Bonus XP Pro downgrade with media means you get Win 7 Professional on the new PC but as an added bonus you get the Windows XP disc so you could downlgrade the PC to XP. 

I think Firebird summed it up pretty well.  What exactly do you still have questions about?  What are you concerned about?