Exhibit
10.65


LECG CORPORATION – 2003 STOCK OPTION PLAN


RESTRICTED
STOCK PURCHASE AGREEMENT


This Restricted Stock Purchase Agreement (the “Agreement”) is made as of January 1,
2007 (the “Effective Date”), by and between LECG Corporation, a Delaware corporation (the “Company”), and John C. Burke, an
employee of the Company (the “Purchaser”).  This Agreement is made pursuant to the
Company’s 2003 Stock Option Plan (the “Plan”), the
terms and conditions of which are incorporated herein by this reference.  Subject to Section 15(c) of the Plan, in the
event of a conflict between the terms and conditions of the Plan and the terms
and conditions of this Agreement, the terms and conditions of the Plan will
prevail.  To the extent any capitalized
term used in this Agreement is not defined, it will have the meaning ascribed
to it in the Plan.


1.                                       Purchase
and Sale of Common Shares.


(a)                                  Purchase
and Sale of Common Shares.  As of the
Effective Date, the Company hereby sells to Purchaser, and Purchaser hereby
purchases from the Company, Five Thousand (5,000) shares (each, a “Share” and collectively, the “Shares”) of
the Company’s Common Stock at a purchase price of $0.01 per Share, for a total
purchase price of Fifty Dollars ($50.00) (the “Purchase
Price”).  All the Shares will
be subject to this Agreement and the restrictions contained herein.


(b)                                 Payment.  No later than ten (10) business days from the
Effective Date, Purchaser will deliver to the Company the Purchase Price for
the Shares in cash or by bank check.


2.                                       Repurchase
Option.


(a)                                  Definitions.  For purposes of this Agreement:


(i)                                     “Release Date” means the earlier of
(x) the effective date of the Purchaser’s voluntary retirement after the date
of the Purchaser’s 70th birthday, and (y) the third anniversary of the Effective
Date; and


(ii)                                  “Forfeiture Event” means any one of
the following events:


(A)                              Other
than Purchaser’s voluntary retirement after the date of the Purchaser’s 70th
birthday, the termination of Purchaser’s employment with the Company for any
reason, or no reason, with or without cause, including involuntary termination,
death or Disability; or


(B)                                Any
event that causes the involuntary transfer to creditors or to any other person
or entity of all or any part of the Shares.


(b)                                 Shares
Subject to Repurchase.  Purchaser
hereby grants to the Company the option (the “Repurchase
Option”) to repurchase all of the Shares at the Purchase Price
upon



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the occurrence of any
Forfeiture Event that occurs before the Release Date.  The Shares will vest and will no longer be
subject to the Repurchase Option as of the Release Date.


3.                                       Repurchase
Procedure.


(a)                                  Upon
the occurrence of a Forfeiture Event before the Release Date, the Company may
exercise the Repurchase Option by delivering to Purchaser (or his permitted
transferee or legal representative, as the case may be) within ninety (90) days
after the date of the Forfeiture Event (the “Repurchase
Period”) (i) written notice of the Company’s election to
exercise the Repurchase Option; and (ii) payment of the Purchase Price in cash
or by check.  Promptly thereafter, the
Company and the Purchaser will take all steps necessary to accomplish the
transfer of the repurchased Shares to the Company.  The Purchaser hereby appoints the Company
with full power of substitution, as the Purchaser’s true and lawful attorney-in-fact
with irrevocable power and authority in the name and on behalf of the Purchaser
to take any action and execute all documents and instruments, including,
without limitation, stock powers which may be necessary to transfer the
certificate or certificates evidencing such repurchased Shares to the Company.


(b)                                 If
the Company does not exercise the Repurchase Option within the Repurchase
Period with respect to any Forfeiture Event, the Shares will be released from
the Repurchase Option with respect to that Forfeiture Event upon the expiration
of the Repurchase Period.


4.                                       Treatment
of Shares.  Subject to the terms and
conditions of the Plan and this Agreement, the Purchaser will become owner of
the Shares on the date hereof.  The
Company will retain physical possession of the Shares, but except as otherwise
provided in the Plan or in this Agreement or unless the Company executes the
Repurchase Option, the Purchaser will have the same rights, preferences, and
privileges as the holders of the Company’s outstanding Common Stock, including,
but not limited to, the right to vote and the right to receive distributions,
with respect to the Shares.  Participant
agrees to sign the Assignment Separate From Certificate attached hereto as Exhibit
A as a condition to receiving the Shares.


5.                                       Adjustments.  If any change is made to the Shares before
the Release Date by reason of any change affecting the Company’s outstanding
Common Stock as a class effected without the Company’s receipt of consideration,
including, but not limited to, the merger of the Company into another
corporation, then in such event, any and all new, substituted or additional
securities, cash, or other property to which the Purchaser is entitled by
reason of his ownership of the Shares will be immediately subject to the
Repurchase Option under Section 3 above, and will be deemed to be included in
the Shares for all purposes with the same force and effect as the Shares.


6.                                       Restrictions
on Transfer.


(a)                                  No
Transfer of Shares Prior to Release Date. 
The Purchaser may not sell, encumber, transfer, pledge, assign or
otherwise dispose of any of the Shares before the Release Date.



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(b)                                 Restrictions
on Transfer of Shares.  After the
Release Date, the Purchaser may not sell, encumber, transfer, or dispose of the
Shares in any way, whether voluntarily, involuntarily, or by operation of law,
except in compliance with applicable securities law.


7.                                       Investment
Representations.  In connection with
the purchase of the Shares, the Purchaser represents to the Company the
following:


(a)                                  Investment
Intent; Capacity to Protect Interests. 
The Purchaser is purchasing the Shares solely for his own account for
investment and not with a view to or for sale in connection with any
distribution of the Shares or any portion thereof and not with any present
intention of selling, offering to sell or otherwise disposing of or
distributing the Shares or any portion thereof in any transaction other than a
transaction exempt from registration under the Securities Act of 1993, as
amended.  The Purchaser also represents
that the entire legal and beneficial interest of the Shares is being purchased,
and will be held, for the Purchaser’s account only, and neither in whole or in
part for any other person.  The Purchaser
represents that by reason of his pre-existing business relationship with the
Company and his business or financial experience, the Purchaser is capable of
evaluating the merits and risks of an investment in the Company and of
protecting his own interests in connection with this transaction.


(b)                                 Residence.  The Purchaser’s principal residence is
located at the address indicated beneath the Purchaser’s signature below.


(c)                                  Information
Concerning Company.  The Purchaser
has heretofore discussed the Company and its plans, operations and financial
condition with the Company’s officers and has heretofore received all such
information as the Purchaser has deemed necessary and appropriate to enable the
Purchaser to evaluate the financial risk inherent in making an investment in
the Shares.  The Purchaser has received
satisfactory and complete information concerning the business and financial
condition of the Company in response to all inquiries in respect thereof.


(d)                                 Economic
Risk.  The Purchaser realizes that the
purchase of the Shares will be a highly speculative investment and involves a
high degree of risk, and the Purchaser is able, without impairing his financial
condition, to hold the Shares for an indefinite period of time and to suffer a
complete loss of the Purchaser’s investment.


8.                                       Restrictive
Legends.


(a)                                Legends.  The Purchaser understands that the
certificate evidencing the Shares will bear the following legend (as well as
any legends required by applicable state and federal corporate and securities
laws):


THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE
TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE COMPANY’S 2003 STOCK
OPTION PLAN AND A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND
THE REGISTERED HOLDER OR HIS PREDECESSOR IN INTEREST, A COPY OF EACH OF WHICH
IS ON FILE WITH THE SECRETARYOF THE COMPANY. 
THE



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AGREEMENTS MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF
THE COMPANY DURING NORMAL BUSINESS HOURS.


(b)                               Refusal
to Transfer.  The Company is not
required (i) to transfer on its books any Shares that have been sold or
otherwise transferred in violation of any of the provisions of this Agreement
or (ii) to treat as owner of such Shares or to accord the right to vote or pay
dividends to any purchaser or other transferee to whom such Shares have been so
transferred.


9.                                       No
Effect on Terms of Employment Relationship. 
This Agreement does not alter, amend or expand upon any
rights that the Purchaser may have to continue in the employ of the
Company.  Receipt of the Shares does not confer
upon the Purchaser any right with respect to the Purchaser’s employment status,
nor does it interfere in any way with the Purchaser’s right or the Company’s
right to terminate the Purchaser’s employment at any time, with or without
cause.


10.                                 Compliance
With Income Tax Laws.  The Purchaser
acknowledges that the Company has made no warranties or representations to the
Purchaser with respect to the income tax consequences of Purchaser’s receipt of
the Shares, and the Purchaser is in no manner relying on the Company or its
representatives for an assessment of such tax consequences.  The Purchaser further acknowledges that the
Company has advised the Purchaser that the Purchaser should consult his own tax
advisor regarding such tax treatment. 
Notwithstanding the foregoing, the Purchaser authorizes the Company to
withhold in accordance with applicable law from any compensation payable to him
any taxes required to be withheld by Federal, state or local laws as a result
of the Purchaser’s receipt of the Shares. 
Furthermore, in the event of any determination that the Company has
failed to withhold a sum sufficient to pay all withholding taxes due in
connection with the Shares, the Purchaser agrees to pay the Company the amount
of such deficiency in cash within five (5) days after receiving a written
demand from the Company to do so, regardless of whether the Purchaser is an
Purchaser of the Company at that time.


11.                                 Election
Pursuant to Section 83(b) of Internal Revenue Code of 1986, as Amended.  The Purchaser understands that Section 83 of
the Internal Revenue Code of 1986, as amended (the “Code”),
taxes as ordinary income the difference between the amount paid for the Shares
and the fair market value of the Shares as of the date any restrictions on the
Shares lapse.  In this context, “restriction”
includes the potential forfeiture of the Shares upon the occurrence of a
Forfeiture Event, and “restriction” with respect to officers, directors and ten
percent (10%) shareholders of the Company also means the six-month period after
the Release Date during which such officers, directors and ten percent (10%)
shareholders are subject to suit under Section 16(b) of the Exchange Act.  The Purchaser understands that the Purchaser
may elect to be taxed, for United States income tax purposes, at the time the
Shares are received, rather than on the Release Date or when the six-month
Section 16(b) period expires, by filing an election under Section 83(b) of the
Code with the Internal Revenue Service within thirty (30) days from the date of
issuance of the Shares.  State tax law in
the state of the Purchaser’s residence may also require filing of a similar
election.  A draft form for making this
election is attached as Exhibit B hereto.  However, it will be the responsibility of the
Purchaser and his own advisors to determine the contents of the election and
the form and manner in which it is filed. 
The Purchaser understands that failure to make a timely and proper
filing may result in the recognition of ordinary income by the Purchaser, on
the Release Date, or after the lapse of the



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six-month Section 16(b)
period, on the fair market value of the Shares at the time such restrictions
lapse.  The Purchaser further understands
that under certain circumstances, a Section 83(b) election, even if timely and
properly filed, may later be determined to be ineffective.


12.                                 THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER’S SOLE
RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE ELECTION UNDER SECTION
83(b) AND/OR ANY APPLICABLE STATE LAWS, EVEN IF THE PURCHASER REQUESTS THE
COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER’S
BEHALF.  FURTHER, THE PURCHASER WILL
DETERMINE THE MANNER IN WHICH THE ELECTION IS MADE, AND UNDER NO CIRCUMSTANCES
WILL THE COMPANY, OR ITS REPRESENTATIVES, BE LIABLE IF SUCH ELECTION IS
DETERMINED TO BE INEFFECTIVE.


13.                                 Miscellaneous.


(a)                                  Governing
Law.  This Agreement will be governed
by the laws of the State of California (without giving effect to the choice of
law provisions of that jurisdiction).


(b)                                 Interpretation
of this Agreement.  The Company and
the Purchaser agree that the purchase and sale of the Shares is governed by the
terms of the Plan and this Agreement. 
The Purchaser has reviewed the Plan and this Agreement in their
entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Agreement and fully understands all provisions of the Plan and
this Agreement.  The Purchaser hereby
agrees to accept as binding, conclusive and final all decisions or interpretations
of the Administrator upon any questions relating to the Plan and this
Agreement.  The Purchaser further agrees
to notify the Company upon any change in the residence address indicated below.


(c)                                  Entire
Agreement; Enforcement of Rights. 
This Agreement and the Plan constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and the Purchaser
with respect to the subject matter hereof, and may not be modified adversely to
the Purchaser’s interest except by means of a writing signed by the Company and
the Purchaser.


[Signature Page Follows]



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IN WITNESS
WHEREOF, the parties have executed this Restricted Stock Purchase Agreement
effective as of the Effective Date.


	
  

  	
  COMPANY:

  LECG CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary Yellin

  	
   

  
	
   

  	
  Name: Gary Yellin

  
	
   

  	
  Title: Chief Accounting Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ John C. Burke

  	
   

  
	
   

  	
  (Signature)

  
	
   

  	
  Name:John C. Burke

  
	
   

  	
  Address:

  
	
   

  	
   

  




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EXHIBIT A


ASSIGNMENT
SEPARATE FROM certificate


FOR VALUE RECEIVED and pursuant to the Restricted
Stock Purchase Agreement (the “Agreement”)
dated as of January 1, 2007 by and between the undersigned (“Shareholder”) and LECG Corporation
(the “Company”), Shareholder hereby
assigns and transfers unto the Company                               
shares of the common stock of the Company, standing in Shareholder’s name on
the books of the Company and represented by Certificates No.                                           .   Shareholder hereby irrevocably appoints                                          
as attorney in fact to transfer said stock with full power of substitution in
the premises.  THIS ASSIGNMENT MAY ONLY
BE USED AS AUTHORIZED BY THE AGREEMENT AND ANY AMENDMENTS THERETO.


	
  Dated: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Name of
  Shareholder:

  	
   

  	
   

  



 


Shareholder: Please do not fill in any blanks other
than the signature line for yourself. 
The Secretary of the Company, or the Secretary’s designee, will complete
the rest of this form when the share certificate is prepared.



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ELECTION
TO INCLUDE VALUE OF RESTRICTED PROPERTY IN GROSS INCOME IN YEAR OF TRANSFER
UNDER CODE §83(b)


The undersigned taxpayer hereby elects, pursuant to
§83(b) of the Internal Revenue Code, to include in taxpayer’s gross income for
the current taxable year, the amount of any compensation taxable to taxpayer in
connection with his receipt of the property described below, and supplies the
following information in accordance with the regulations promulgated
thereunder:


1.                                       The name, address and
taxpayer identification number of the undersigned are:


	
  Name:

  	
   

  	
   

  
	
  Address: 

  	
   

  	
   

  
	
  Address: 

  	
   

  	
   

  
	
  SSN:

  	
   

  	
   

  



 


2.                                      Description
of the property with respect to which the election is being made:


               
shares (“Shares”) of common stock of LECG Corporation, a Delaware corporation (“Company”).


3.                                      The
date on which the property was transferred is                      ,
20          .


The taxable year to which this election relates is
calendar year 20
            .


4.                                      The nature of the restriction(s)
to which the property is subject is:


The Shares are subject to a vesting period pursuant to
a Restricted Stock Purchase Agreement. 
The Shares may be forfeited during this vesting period due to
termination of employment for any reason, including without limitation death or
disability, or involuntary transfer of the Shares to creditors.


5.                                      Fair market value:


The fair market value at the time of transfer
(determined without regard to any restrictions other than restrictions which by
their terms will never lapse) of the Shares is            
dollars per share, for a total market value of $                    .


6.                                      Amount paid for the property:


The amount paid by the taxpayer for the Shares is
Fifty Dollars ($50.00).


7.                                      Furnishing statement to employer:


A copy of this election has been furnished to the
Company.


Dated:                 ,
2007


	
  

  	
   

  	
   

  
	
   

  	
  [Name]

  



 



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INSTRUCTIONS
FOR COMPLETING THE SECTION 83(B) ELECTION


THE
SECTION 83(b) ELECTION MUST BE FILED NO LATER THAN THIRTY (30) DAYS AFTER THE
DATE ON WHICH THE SHARES ARE ISSUED TO YOU. 
ASSUMING A JANUARY 1, 2007 ISSUANCE, THE ELECTION WILL BE DUE NO LATER
THAN JANUARY 31, 2007 (“DUE DATE”).


Execute four copies of the Election.


a.                                       Retain
one executed copy for your files.


b.                                      Deliver
one executed copy to Mary Murphy at the following address by the Due Date:


LECG,
LLC


2000
Powell Street, Suite 600


Emeryville,
CA 94608


Attention:  Mary Murphy, Stock Administrator


c.                                       No
later than the Due Date, mail one executed copy to the Internal Revenue Service
location where your federal income tax returns are filed.


d.                                      No
later than the Due Date, mail one executed copy to the California Franchise Tax
Board location where your California tax returns are filed.  If your state tax return is not filed in
California, provide the location where your state tax returns are filed.  Inform Mary Murphy if you expect to file
income tax returns in multiple states.


To insure that you have
adequate proof of timely filing, all copies should be mailed to the tax
authorities by certified mail, return receipt requested, with the certified
mail receipt hand-canceled at the Post Office and retained as evidence of
timely mailing.


2.                                       Submit a copy of the election with both
your 2007 federal and state tax returns.



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