LGE.

LGUP*
Software License Agreement

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE USING THE SOFTWARE.

BY USING THE SOFTWARE YOU ARE AGREEING TO BE BOUND BY THE TERMS

OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS

AGREEMENT, PROMPTLY RETURN THE UNUSED SOFTWARE AND ALL OTHER

ITEMS FOR A FULL REFUND.

1. License and Restrictions on Use.

LGE (LG Electroincs, Inc.), hereby grants you a non-exclusive,

fully paid, limited license to use the LG Windows(TM) Download Program software

and the accompanying documentation (the "Software"), for the purposes of...

(1) Upgrading the mobile phone software contained in wireless handsets purchased

from LG or its affiliate(s), ("Handsets")

(2) Updating roaming lists for the Handset(s,)

(3) Making changes to and programming the NAM settings for the Handset(s), and

(4) Transferring phone book and user data from one Handset to another Handset.

You shall not, without the prior written consent of LG,

(i) Alter, modify, translate, or adapt any Software, accompanying documentation

or create any derivative works based thereon;

(ii) Copy any Software (except that you may make one copy for archival purposes);

(iii) Assign, sublicense, lease or otherwise transfer the Software in whole or

in part;

(iv) Use the Software except as specifically contemplated in this Agreement;

(v) Combine or merge any portion of the Software with any other software;

(vi) Disclose the Software to any third party, or

(vii) Use the Software to upgrade any Handset not manufactured and/or sold by LG

and/or its affiliate(s). The entire right, title and interest in the Software

shall remain with LG, and you shall not remove any copyright notices or other

legends from the Software or any accompanying documentation. You shall use the

Software furnished by LG solely in accordance with this Agreement, and you shall

not, directly or indirectly, disassemble, decompile, reverse engineer, or analyze

the physical construction of, the Software or any component thereof for any purpose.
This Agreement is not a sale of the Software.

LG shall have no obligation under this Agreement to provide:

(a) Installation of the Software;

(b) Any new features or additional software used in conjunction with the Software; or

(c) Any maintenance of the Software.

2. Disclaimer of Warranty.

THE SOFTWARE IS FURNISHED TO YOU "AS IS" WITHOUT WARRANTY OF

ANY KIND. LG DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS

OR IMPLIED, WITH RESPECT TO THE SOFTWARE, INCLUDING, BUT NOT

LIMITED TO, ANY OR ALL IMPLIED WARRANTIES OF MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE AND/OR ANY WARRANTY WITH

REGARD TO ANY CLAIM OF INFRINGEMENT THAT MAY BE PROVIDED IN

SECTION 2-312(3) OF THE UNIFORM COMMERCIAL CODE AND/OR ANY

OTHER COMPARABLE STATE STATUTE. SOME STATES DO NOT ALLOW

THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION

MAY NOT APPLY TO YOU.

3. Limitation of Liability.

IN NO EVENT SHALL LG BE LIABLE TO YOU FOR ANY INCIDENTAL,

CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED

TO ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL DAMAGES,

ARISING OUT OF THE USE OR INABILITY TO USE, OR THE DELIVERY

OR FAILURE TO DELIVER, THE SOFTWARE, EVEN IF LG HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING

LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT

REGARDLESS OF WHETHER YOUR REMEDIES HEREUNDER ARE DETERMINED

TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. FURTHER, THE

ENTIRE LIABILITY OF LG, AND THE SOLE AND EXCLUSIVE REMEDY OF

YOU, FOR ANY CLAIM OR CAUSE OF ACTION ARISING HEREUNDER

(WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL NOT EXCEED

THE PURCHASE PRICE PAID FOR THE SOFTWARE WHICH IS THE SUBJECT

OF SUCH CLAIM OR CAUSE OF ACTION. SOME STATES DO NOT ALLOW

THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR CINCIDENTAL

DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY

TO YOU.

4. Termination.

This license is effective until terminated. You may terminate this license

at any time by destroying the Software and all copies thereof. This license

will terminate immediately without notice from LG if you fail to comply with

any provision of this Agreement. Upon termination you must destroy the

Software and all copies thereof.

5. Confidentiality.

You acknowledge that the Software, all technical documentation delivered to

you by LG hereunder, and all other information relating to the design,

development, configuration, use, installation, operation and maintenance

of the Software constitutes confidential or proprietary information of

LG (referred to as "Confidential Information"). You shall not duplicate,

use other than in accordance with this Agreement, or disclose to any third

person any Confidential Information.

6. Assignment.

You shall not assign this Software nor any right or interest hereunder, or

delegate any obligation to be performed without LG's prior written consent.

7. Applicable Law.

This Agreement shall be governed by the laws of the State of California,

excluding the U.N. Convention on International Sale of Goods, and without

regard to conflict of laws or principles. All disputes arising in connection

therewith shall be heard only by a court of competent jurisdiction in San

Diego County, California, and the prevailing party in any legal proceeding

shall be entitled to recover its reasonable attorneys' and experts' fees

incurred in connection therewith.

YOU HEREBY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY

DISPUTE ARISING OUT OF OR RELATING TO THE TERMS OF THIS AGREEMENT.

8. Export; Re-export.

You shall comply with all U.S. export control laws applicable to the Software

and the accompanying documentation and/or any associated "technology"

furnished to you by LG. You will not directly or indirectly export or

re-export any Software, accompanying documentation, or "technology" without

obtaining appropriate authorizations from the U.S. Department of Commerce

or other appropriate U.S. government agency.

9. Copyright.

All title and copyrights in and to the Software (including but not limited to

any images, photographs, animation, video, audio, music, text and "applets,"

incorporated into the Software) and any copies of the Software, are owned

by LG or its suppliers. All rights not specifically granted under this

License are reserved by LG.

10. High Risk Activities.

The Software is not fault-tolerant and is not designed, manufactured or intended

for use or resale as on-line control equipment in hazardous environments.

Environments requiring fail-safe performance, such as in the operation of

nuclear facilities, aircraft navigation or communication systems, air traffic

control, direct life support machines, or weapons systems, in which the failure

of the Software could lead directly to death, personal injury, or severe physical

or environmental damage ("High Risk Activities").

LG and its suppliers specifically disclaim any express or implied warranty

of fitness for High Risk Activities.

11. U.S. Government Restricted Rights.

The Software and documentation are provided with RESTRICTED RIGHTS. Use,

duplication, or disclosure by the United States Government is subject to

restrictions as set forth in subparagraph (c)(1) and (2) of the Commercial

Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable.

Manufacturer is LG Electronics MobileComm U.S.A, Inc. 10225

Willow Creek Rd, San Diego, CA92131

12. Miscellaneous Provisions.

No addition to or modification to this Agreement shall be effective unless

made in writing and signed by the respective representatives of LG and you.

Any delay or failure to enforce at any time any provision of this Agreement

shall not constitute a waiver of the right thereafter to enforce each and

every provision thereof. If any of the provisions of this Agreement are

determined to be invalid, illegal, or otherwise unenforceable, the remaining

provisions shall remain in full force and effect. The rights and remedies

expressly provided to you herein are not exclusive, but are cumulative and

in addition to any other rights and remedies available at law or in equity.

The rights and obligations which by their sense and context are intended to

survive any termination or expiration of the license shall so survive.

By opening the package containing the Software, you acknowledge that you

have read this Agreement, understand it, and agree to be bound by its

terms and conditions.

Notices or inquiries should be directed to:

LG Electronics MobileComm U.S.A, Inc.

Technical Support

10225 Willow Creek Rd.

San Diego, CA 92131

* Windows(TM) is a registered trademark of the MicroSoft(R) Corporation.

All Rights Reserved.