thx to upx 2.0 src i find out it why it doesnt run.
if (use_dep_hack)
{
// This works around a "protection" introduced in MSVCRT80, which
// works like this:
// When the compiler detects that it would link in some code from its
// C runtime library which references some data in a read only
// section then it compiles in a runtime check whether that data is
// still in a read only section by looking at the pe header of the
// file. If this check fails the runtime does "interesting" things
// like not running the floating point initialization code - the result
// is an R6002 runtime error.
// These supposed to be read only addresses are covered by the sections
// UPX0 & UPX1 in the compressed files, so we have to patch the PE header
// in the memory. And the page on which the PE header is stored is read
// only so we must make it rw, fix the flags (i.e. clear
// PEFL_WRITE of osection[x].flags), and make it ro again.