Unable to install 4.3.3 on iPad

after "verifying with Apple", the install process stops and states device is not eligible for update. ??

using - 10.6.7 mac os
itunes - 10.2.2
ipad1 - 4.3.2
When I connect and select "update" it downloads the new 4.3.3 and starts the install. Towards the very end, iTunes says its connecting to Apple to verify eligibility the stops and states the this ipad is not eligible for the new update. ?

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