Powerhell error Installer failed with exit code: 0x80070005 : Access is denied.

[StellaMac]

when I use winget --upgrade --all command I get this error.
my policy is set to remote signed
tried scan now and the 3 dism commands but all come back clean.
Not sure what I am over looking?

C:\Windows\System32  winget upgrade --all
Name Id Version Available Source

Windows Terminal Microsoft.WindowsTerminal 1.24.10621.0 1.24.10921.0 winget
1 upgrades available.

Installing dependencies:
This package requires the following dependencies:

• Packages
  Microsoft.UI.Xaml.2.8 [>= 8.2306.22001.0]
  (1/1) Found Windows Terminal [Microsoft.WindowsTerminal] Version 1.24.10921.0
  This application is licensed to you by its owner.
  Microsoft is not responsible for, nor does it grant any licenses to, third-party packages.
  Successfully verified installer hash
  Starting package install...
  ▌ 2%
  Installer failed with exit code: 0x80070005 : Access is denied.