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.