[Apollo_13]

This is poor advice in this thread,
you would be better to go to UP site to get info about UP 3

some facts>
UP 3 does not use a MODS folder or a Files folder
It uses a folder named #UP# as the MODS folder and the Files folder is no longer needed at all
In the download of UP 3 there is a samples zip,it contains the #UP# folder with necessary .ini files for adding Mods

UP 3 is a new modded game version,and is not compatible with UP 2.01
So,you do not need UP 2.01 or any other earlier version of UP

UP 3 needs the default stock DVD or steam version which is 4.07
and then patched to 4.08 and then to 4.09
and then,patched to 4.10 and then 4.101m

Then install UP 3

Remember to switch UP 3 on,with JSGME before launching the game
Switch it off to run stock 4.101m or other Mod packs like HSFX or DBW or the basic SAS Mod act

I have UP 3,DBW and HSFX all working in the same install