Exhibit 14.1


                                CODE OF ETHICS
                           BERKELEY TECHNOLOGY LIMITED

                  (for Senior Financial Officers in accordance
          with the Sarbanes-Oxley Corporate Responsibility Act of 2002)

                    Amended and Restated as of December 2007

         It is the policy of Berkeley  Technology Limited (the Company) that its
employees,  directors and agents are held to the highest standards of honest and
ethical  conduct.  Because the capital stock of the Company is publicly  listed,
Senior  Financial  Officers of the Company are held to an especially high set of
ethical  standards,  described below.  Senior Financial  Officers of the Company
will not commit acts contrary to these standards of ethical  conduct,  nor shall
they condone the commission of such acts by others.

         Senior Financial Officers subject to this Code of Ethics are defined as
the  Company's  Chief  Executive  Officer,  the  Chief  Financial  Officer,  the
Controller,  and all other officers of the Company,  or any person serving in an
equivalent  position,  including  those who are  internally  required to provide
sub-certifications  in support of certifications  made by executive  officers to
the Securities and Exchange Commission in public filings,  regardless of whether
or not they are designated as executive officers by the Company.

         This Code of Ethics is in  addition to the  Company's  Code of Conduct,
which sets forth  fundamental  principles of business  ethics  applicable to all
employees. In the event of any inconsistency between this Code of Ethics and the
Code of Conduct, the more stringent provision shall control.

         The Board of  Directors  of the Company has adopted this Code of Ethics
to:

     promote  honest and ethical  conduct,  including  the  ethical  handling of
     actual or apparent  conflicts of interest between personal and professional
     relationships;

     promote the full, fair, accurate,  timely and understandable  disclosure of
     the Company's  financial  results in accordance with applicable  disclosure
     standards, including, where appropriate, standards of materiality, and also
     including all public communication disclosures;

     promote   compliance  with   applicable   governmental   laws,   rules  and
     regulations;

     require  prompt  internal  reporting  of breaches of, and  accountable  for
     adherence  to  this  Code  of  Ethics;  and

     require  accountability  for adherence to this Code of Ethics.

         While the Company  expects honest and ethical conduct in all aspects of
our business from all its employees,  it expects the highest possible honest and
ethical conduct from its Senior Officers.  Each Senior Financial  Officer owes a
duty to the  Company to act with  integrity.  Integrity  requires,  among  other
things,  being  honest and  candid.  Deceit,  dishonesty  and  subordination  of
principle are inconsistent  with integrity.  Service to the Company



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should never be subordinated to personal gain and advantage.  Specifically, each
Senior Financial Officer must:

     Act  with  integrity,   including  being  honest  and  candid  while  still
     maintaining the confidentiality of Company information where required or in
     the Company's interests.

     Observe,  fully,  applicable  governmental laws, rules and regulations,  as
     well as the Company's  Articles of Association,  Articles of Incorporation,
     By-laws, and its rules and procedures.

     Comply  with  the  requirements  of  applicable   accounting  and  auditing
     standards  and Company  policies in the  maintenance  of a high standard of
     accuracy and completeness in the Company's financial records.

     Adhere to a high  standard  of  business  ethics  and not seek  competitive
     advantage through unlawful or unethical business practices.

     Avoid  conflicts of interest  wherever  possible.  Anything that would be a
     conflict  for a Senior  Financial  Officer will also be a conflict if it is
     related  to a member of his or her  family or a close  relative  (a spouse,
     registered partner,  biological parent,  adoptive parent,  child or adopted
     child).

     Avoid  usurping a corporate  opportunity,  without full  disclosure  to the
     Company,  on terms no less  burdensome  to the  Company  than  arm's-length
     transactions, and subject to Board approval.

     Avoid  the   receipt  of  any  money,   non-nominal   gifts  or   excessive
     entertainment  from any company with which the Company or its  subsidiaries
     has current or prospective business dealings.

         The Company strives to ensure that the contents of, and the disclosures
in, the reports and documents filed with the Securities and Exchange  Commission
("SEC") and other public  communications shall be full, fair,  accurate,  timely
and understandable in accordance with applicable disclosure standards, including
standards of materiality,  where appropriate. Each Senior Financial Officer must
not knowingly  misrepresent,  or cause others to  misrepresent,  facts about the
Company  to  others,  whether  within or  outside  the  Company,  including  the
Company's  independent  auditors,   governmental   regulators,   self-regulating
organizations  and other  governmental  officials,  as appropriate.  Each Senior
Officer  shall,  in his or her  area  of  responsibility,  properly  review  and
critically   analyze  proposed   disclosures  for  accuracy,   completeness  and
compliance  with applicable  accounting  principles.  In addition,  every Senior
Officer  must  familiarize   himself  or  herself  with  the  Company's  control
objectives, processes and testing of internal control policies.

         It is the Company's  policy to comply with all applicable  governmental
laws, rules and regulations.  It is the personal  responsibility  of each Senior
Financial  Officer to adhere to the standards and restrictions  imposed by those
laws, rules and regulations, including those relating to accounting and auditing
matters.

         The Audit  Committee of the Company is  responsible  for applying  this
Code to specific  situations  in which  questions as are presented to it and has
the authority to interpret  this Code in any  particular  situation.  Any Senior
Financial  Officer who becomes aware of any existing or potential breach of this
Code is required to notify the Audit Committee Chairman  promptly.  Furthermore,
any form of  retaliation  against an employee for reports of potential or actual
violations is prohibited. The Audit Committee is empowered to take all action it
considers  appropriate to investigate  any breaches  reported to it. If a breach
has occurred,  the Company will take such  disciplinary or preventive  action as
the Board of Directors  deems  appropriate,  after  consultation  with the Audit
Committee.

         Any changes to or waivers of this Code may be made only by the Board of
Directors after  consultation  with the Audit Committee.  Any changes or waivers
shall be disclosed in the Company's  annual report on Form 10-K, or otherwise as
may be required or permitted by law.