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Exhibit 10.44    
    


FIRST AMENDMENT TO CREDIT AGREEMENT  


        THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment') is made as of July 16, 2007 by and among
LECG, LLC (the "Borrower"), the financial institutions party hereto (the "Lenders"), LASALLE BANK
NATIONAL ASSOCIATION, as administrative agent for the Lenders (the "Agent"), and BANK OF AMERICA, N.A., as syndication agent for the Lenders. 


RECITALS  


        A.    The
Borrower, the financial institutions party thereto and the Agent entered into a Credit Agreement dated as of December 15, 2006 (the  "Credit Agreement").


        B.    The
Borrower, the Lenders and the Agent wish to amend the Credit Agreement as set forth herein. 



        NOW
THEREFORE, in consideration of the matters set forth in the recitals and the covenants and provisions herein set forth, and other valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows: 


AGREEMENT  


        1.    Definitions.    Capitalized terms used but not defined herein are used as defined in the Credit Agreement. 



        2.    Amendments.    



        (a)   Section 1.1
of the Credit Agreement is hereby amended by (i) amending and restating the definition of "Issuing Lender" as follows: 


        Issuing Lender means (i) U.S. Bank National Association, in its capacity as the issuer of the Letters of Credit listed on  Schedule 2.1 and indicated thereon
as having been issued by it, (ii) Bank of America, N.A., in its capacity as the issuer of the Letter of
Credit listed on Schedule 2.1 and indicated thereon as having been issued by it, and (iii) LaSalle, in its capacity as the issuer of all
other Letters of Credit hereunder, or any Affiliate of LaSalle that may from time to time issue such Letters of Credit, and their successors and assigns in such capacity. 


and
(ii) deleting the reference to "clause (d)" in the definition of "Pro Rata Share" and replacing it with a reference to "clause (b)". 


        (b)   Section 2.1.2
of the Credit Agreement is hereby amended by deleting the reference to "the other Issuing Lender" in clause (iii) of paragraph (b)
thereof and replacing it with a reference to "LaSalle or one of its Affiliates". 


        (c)   Schedule 2.1
of the Credit Agreement is hereby amended and restated in its entirety in the form attached hereto. 




        3.    Effectiveness.    This Amendment shall become effective upon the delivery to the Agent of signature pages hereto
by the Borrower and Required Lenders. 



        4.    Representations and Warranties.    To induce the Agent and the undersigned Lenders to execute this Amendment,
Borrower represents and warrants as follows: 



        (a)   Borrower
is duly authorized to execute and deliver this Amendment and to perform its obligations hereunder. 


        (b)   The
representations and warranties in the Loan Documents (including but not limited to Section 9 of the Credit Agreement) are true and correct in all material
respects with the same effect as though made on and as of the date of this Amendment (except to the extent stated to 








 




relate
to a specific earlier date, in which case such representations and warranties were true and correct as of such earlier date). 




        5.    Affirmation.    Except as expressly amended hereby, the Credit Agreement and the other Loan Documents are and
shall continue in full force and effect and Borrower hereby fully ratifies and affirms each Loan Document to which it is a party. Any reference to the Credit Agreement found in the Credit Agreement or
any other Loan Document shall be a reference to the Credit Agreement as amended hereby and as further amended, modified, restated, supplemented or extended from time to time. This Amendment shall
constitute a Loan Document for purposes of the Credit Agreement and the other Loan Documents. 


        6.    Counterparts.    This Amendment may be executed in two or more counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute one instrument. Delivery of an executed counterpart of this Amendment by facsimile or electronic mail shall be effective as delivery of
an original counterpart. 


        7.    Headings.    The headings and captions of this Amendment are for the purposes of reference only and shall not
affect the construction of, or be taken into consideration in interpreting, this Amendment. 


        8.    APPLICABLE LAW.    THIS AMENDMENT SHALL
BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES.


        [signature
page follows] 


2








        The
parties hereto have caused this Amendment to be executed by their duly authorized officers, all as of the day and year first above written. 



	 	 	LECG, LLC
	

 	
 	

By:	

/s/  JOHN C. BURKE      

	 	 	Title:	CFO

	

 	
 	
LASALLE BANK NATIONAL

ASSOCIATION, as Administrative Agent,

Issuing Lender and a Lender
	

 	
 	

By:	

/s/  [ILLEGIBLE]      

	 	 	Title:	    

	

 	
 	
BANK OF AMERICA, N.A.,

as Syndication Agent and a Lender
	

 	
 	

By:	

/s/  [ILLEGIBLE]      

	 	 	Title:	    

	

 	
 	
U. S. BANK NATIONAL

ASSOCIATION, as Co-Documentation

Agent and a Lender
	

 	
 	

By:	

/s/  [ILLEGIBLE]      

	 	 	Title:	    

	

 	
 	
KEY BANK N. A., as Co-Documentation

Agent and a Lender
	

 	
 	

By:	

/s/  [ILLEGIBLE]      

	 	 	Title:	    

	

 	
 	
WELLS FARGO BANK, N.A., as Co-Documentation Agent and a Lender
	

 	
 	

By:	

/s/  [ILLEGIBLE]      

	 	 	Title:	    

	

 	
 	
THE NORTHERN TRUST COMPANY, as a Lender
	

 	
 	

By:	

/s/  [ILLEGIBLE]      

	 	 	Title:	    










Schedule 2.1


Existing
Letters of Credit 



	Beneficiary Name
 
	 	LC Number
	 	L/C Balance in FCY
 
	 	L/C Balance in USS
 
	 	Expiry

	CA-Mission Street Limited	 	SLCMMSP03559	 	USD	 	60,000.00	 	US$	 	60,000.00	 	02/23/08*
	Travelers Indemnity Company	 	SLCMMSP03963	 	USD	 	460,000.00	 	US$	 	460,000.00	 	10/31/07*
	ABN AMRO Madrid in support of a guarantee in favor of Fongadea Recoletos 7-9, S.L. 	 	S571652000	 	EUR	 	90,096.78	 	US$	 	121,441.45	 	03/31/08**
	One Hundred Towers, L.L.C	 	TBD	 	USD	 	595,518.00	 	US$	 	595,518.00	 	08/15/08 (renewable annually)***
	 	 	 	 	 	 	 	 	
	 	
	 	 
	 	 	 	 	 	 	 	 	US$	 	1,236,959.45	 	 






	*
	Issuing
Lender is U.S. Bank National Association



	**
	Issuing
Lender is LaSalle Bank National Association



	***
	Issuing
Lender is Bank of America National Association 











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Exhibit 10.44