I would try and work on the 398 if you like that refurbishing kind of thing which I do. If you want to replace the tone arm without breaking the bank look that the Rega arms from britaudio.com, bulk packed and put a nice RB 300 on it.
Art Dudley loves the refurbishing route, but not sure if he has done en Empire over the years. Scour the internet and I'll bet you find some folks who have made your journey you are considering.
If you didn't want to invest too much in a new table the new Project Debut Carbon has gotten some excellent reviews for a $400 complete table. Of course the new RP3 is worth considering as well, and then up the ladder is the new VPI traveler that just might be your ticket.
I agree, the market for turntables has gotten crowded and maybe confusing. I would go back and read some of MF and AD's reviews where they won't steer you wrong.