UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ____________________

                                    FORM 10-K
(Mark One)

/X/           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2009

                                       OR

/ /         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                For the transition period from _______ to _______

                         Commission file number 0-21874

                           Berkeley Technology Limited
             (Exact name of registrant as specified in its charter)
                             ______________________


        Jersey, Channel Islands                       Not applicable
   (State or other jurisdiction of
   incorporation or organization)           (I.R.S. Employer Identification No.)

                                One Castle Street
                           St. Helier, Jersey JE2 3RT
                                 Channel Islands
          (Address of principal executive offices, including zip code)

                              011 44 (1534) 607700
              (Registrant's telephone number, including area code)


        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                               Title of each class
                  American Depositary Shares, each representing
                ten Ordinary Shares of $0.05 par value per share
                 Ordinary Shares of $0.05 par value per share *

*Not for  trading,  but only in  connection  with the  registration  of American
Depositary  Shares,  pursuant to the requirements of the Securities and Exchange
Commission.

    Indicate by  check  mark if the  registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

    If  this  report is  an  annual  report or  transition  report,  indicate by
check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. Yes [ ] No [X]

    Indicate  by check mark  whether  the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

    Indicate by check mark whether the registrant  has submitted  electronically
and  posted on its  corporate  Web site,  if any,  every  Interactive  Data File
required to be submitted and posted  pursuant to Rule 405 of Regulation S-T (ss.
232.405 of this  chapter)  during the  preceding  12 months (or for such shorter
period that the registrant was required to submit and post such files).  Yes [ ]
No [X]

    Indicate by check mark if disclosure of delinquent  filers  pursuant to Item
405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein,  and
will not be contained,  to the best of the registrant's knowledge, in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

    Indicate  by  check  mark  whether  the  registrant  is a large  accelerated
filer, an accelerated  filer, a  non-accelerated  filer, or a smaller  reporting
company.  See the definitions of "large accelerated filer,"  "accelerated filer"
and "smaller  reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large  accelerated  filer [ ] Accelerated  filer [ ]  Non-accelerated  filer [ ]
Smaller reporting company [X]                         (Do not check if a smaller
                                                      reporting company)


<PAGE>

    Indicate  by  check  mark  whether  the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]

    The aggregate market value of the voting stock held by non-affiliates of the
registrant,  based on the closing sale price of the Ordinary  Shares on June 30,
2009 as  reported  on the  London  Stock  Exchange  (using an  exchange  rate of
(pound)1.00  = $1.65)  was  $2,086,326.  Ordinary  Shares  held by each  current
executive officer and director and by each person who is known by the registrant
to own 10% or more of the  outstanding  Ordinary  Shares have been excluded from
this  computation  in that such  persons may be deemed to be  affiliates  of the
registrant.  This determination is not necessarily conclusive that these persons
are affiliates of the registrant.

    As of March 31, 2010,  the registrant had  outstanding  64,439,073  Ordinary
Shares, $0.05 par value per share.


                       DOCUMENTS INCORPORATED BY REFERENCE

    The  registrant's  definitive proxy statement for its Annual General Meeting
of  Shareholders  to be held on July 30, 2010, is  incorporated  by reference in
Part III of this Form 10-K.

<PAGE>
<TABLE>
<CAPTION>


                                TABLE OF CONTENTS



                                     PART I                                                                    Page

<S>                                                                                                            <C>
Item 1.       Business......................................................................................    1
Item 1A.      Risk Factors..................................................................................    3
Item 1B.      Unresolved Staff Comments.....................................................................    3
Item 2.       Properties....................................................................................    4
Item 3.       Legal Proceedings.............................................................................    4
Item 4.       RESERVED......................................................................................    4


                                     PART II

Item 5.       Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
                Purchases of Equity Securities..............................................................    4
Item 6.       Selected Financial Data.......................................................................    7
Item 7.       Management's Discussion and Analysis of Financial Condition and Results of Operations.........    7
Item 7A.      Quantitative and Qualitative Disclosures About Market Risk ...................................   13
Item 8.       Financial Statements and Supplementary Data...................................................   13
Item 9.       Changes in and Disagreements with Accountants on Accounting and Financial Disclosure..........   39
Item 9A(T).   Controls and Procedures.......................................................................   39
Item 9B.      Other Information.............................................................................   40


                                    PART III

Item 10.      Directors and Executive Officers of the Registrant............................................   40
Item 11.      Executive Compensation........................................................................   40
Item 12.      Security Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters.........................................................................   40
Item 13.      Certain Relationships and Related Transactions................................................   41
Item 14.      Principal Accountant Fees and Services........................................................   41


                                     PART IV

Item 15.      Exhibits and Financial Statement Schedules ...................................................   41


Signatures .................................................................................................   50

</TABLE>



<PAGE>
       As used herein, the terms  "registrant,"  "Company," "we," "us" and "our"
refer to Berkeley Technology Limited.  Except as the context otherwise requires,
the term "Group" refers collectively to the registrant and its subsidiaries.

Forward-Looking Statements and Factors That May Affect Future Results

       Statements  contained  in this  Annual  Report  on Form 10-K that are not
historical  facts,  including,  but not limited to,  statements  found in Item 1
"Business"  and  Item 7  "Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations" are  forward-looking  statements within the
meaning of Section 21E of the  Securities  Exchange Act of 1934, as amended (the
"Exchange  Act").   Such   forward-looking   statements  are  based  on  current
expectations, estimates, forecasts and projections about the industries in which
we operate,  management's  current beliefs and  assumptions  made by management.
Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates,"  "goals,"  variations  of such words and  similar  expressions  are
intended to identify such forward-looking  statements.  These statements are not
guarantees of future  performance and involve certain risks,  uncertainties  and
assumptions  that are  difficult  to predict.  Future  outcomes  and results may
differ  materially from what is expressed or forecasted in such  forward-looking
statements. We undertake no obligation to update any forward-looking statements,
whether as a result of new information, future developments or otherwise.


                                     PART I

Item 1.    BUSINESS

OVERVIEW

       We are an international  venture capital consulting company  incorporated
under the laws of  Jersey,  Channel  Islands,  with an office in San  Francisco,
California. Our typical client is a Silicon Valley technology company or a large
international  telecommunications  company.  Our objective is to use  consulting
revenues   to   finance   the   development   of  large   European   and   Asian
telecommunications   company   relationships   with  Silicon  Valley  technology
companies.  These  relationships  have led to several equity  investments by one
client, and new opportunities  generated through others. By definition,  venture
capital consulting operates in a highly volatile environment,  even more so than
the economy as a whole.  This  industry  faces  significant  challenges  in this
adverse environment,  especially related to the raising of new funds.  Operating
in this segment creates the potential for tremendous growth, but is also subject
to a high level of risk.  Our Company is therefore  challenged,  not only by the
severe downturn in the economy, but also by the particular  complications facing
those companies operating in the venture capital markets.  From these challenges
come opportunities that may reward patience and discipline.  In addressing these
challenges,  we  are  taking  significant  steps  to  curtail  and  contain  our
expenditures while  aggressively  pursuing new business  opportunities.  We have
reduced  staffing  levels  significantly  and  focused  operations  on our  core
expertise.  As much  smaller  and  cost  efficient,  we  expect  to more  easily
capitalize on positive revenue events with our current and future clients.

       The Company was  incorporated  in 1985 in Jersey,  Channel Islands and is
listed on the London Stock Exchange ("LSE"). Our Ordinary Shares currently trade
under the symbol "BEK.L." American Depositary Receipts ("ADRs") representing our
Ordinary  Shares began trading in the U.S.  market in 1992.  Our ADRs  currently
trade  on  the   Over-the-Counter   ("OTC")  Bulletin  Board  under  the  symbol
"BKLYY.PK."  As part of our cost  reduction  measures,  the offering of ADRs was
terminated on January 20, 2010. Our Deposit  Agreement with The Bank of New York
Mellon will  terminate  on April 20,  2010.  We entered into an amendment to our
Deposit  Agreement on January 20, 2010, to decrease from one year to thirty (30)
days the  amount  of time  that  must  pass  after  termination  of the  Deposit
Agreement  before  The Bank of New York  Mellon  may sell any ADRs that have not
been  surrendered.  The Bank of New York Mellon  notified  our ADR  holders,  by
letter dated  January 20, 2010,  of their right to surrender  their ADRs for our
Ordinary  Shares on or before  May 20,  2010.  If any of the ADR  holders do not
surrender  their ADRs for our Ordinary  Shares by May 20, 2010,  The Bank of New
York Mellon will use  reasonable  efforts to sell such ADRs and such ADR holders
will  receive the net  proceeds of sale upon any  subsequent  surrender  of such
ADRs.



                                       1
<PAGE>

BUSINESS SEGMENTS

       We  currently  have one  business  segment  that we operate  through  our
subsidiaries:   venture  capital  consulting  and  investments.   Our  principal
operating subsidiaries, by location, are set forth below:
<TABLE>
<CAPTION>

           Principal Subsidiaries                Business Segment                   Location
------------------------------------------       ----------------                   -------------------------
<S>                                              <C>                                <C>
Berkeley International Capital Corporation       Venture capital                    San Francisco, California
Berkeley VC LLC                                  Venture capital                    San Francisco, California

</TABLE>

       See Item 7 "Management's  Discussion and Analysis of Financial  Condition
and Results of Operations - Results of Operations by Business  Segment" and Note
14 to the  Consolidated  Financial  Statements in Item 8 of this Form 10-K for a
summary of our financial information by geographical location.

Venture Capital Consulting

       Our  consulting  business  is  managed by  Berkeley  VC LLC  ("BVC")  and
Berkeley International Capital Corporation ("BICC").  Over the past 29 years, we
arranged  over $2.1  billion of  placements  primarily in U.S.  high  technology
companies.   Placements  were  typically  arranged  in  later  stage  technology
companies,  which  needed  to scale up their  engineering,  marketing  and sales
infrastructure.  Within this strategy, we were able to identify and introduce to
various  investors many promising young technology  companies that have grown in
prominence  in  their  fields  and gone on to  successful  public  offerings  or
acquisition  transactions.  Many of the  companies  are  headquartered  in close
proximity  to our  offices  which  allows  for easier  access to the  companies'
management.  Most of these  companies  specialize  in  telecommunications  (both
central  office  and  customer   premises),   data   communications,   software,
semiconductors and knowledge learning.  These placements included investments in
3Com, Acuson,  Adaptec,  Altera,  America Online, Atmel, Cadence Design Systems,
Cirrus Logic, Cypress Semiconductor,  Flextronics,  IDT, Linear Technology,  LSI
Logic, Nellcor, Oracle, PMC Sierra and Packeteer, Inc.

       We continue to identify  opportunities  for clients  seeking to invest in
Silicon  Valley.  We also assist private  technology  companies in growing their
businesses  in Europe  and  Asia.  In 2009,  we  established  additional  equity
positions in existing  investments  through direct investment and through equity
rights  received as part of our consulting  activities.  The level of consulting
fees is expected to be volatile  depending  on the nature and extent of our work
at any point in time. At our reduced level of operations,  any single investment
success could produce significant rewards for our Company,

       Typically,  we seek a monthly or quarterly  consulting  retainer from our
clients.  Additional  fees may be earned  depending on the intensity of the work
such as due diligence fees on transactions and success fees. The consulting work
may involve  assistance  with the  identification  of customers  and/or investor
prospects;   strategy   development;   introductory  meetings  with  prospective
customers or  investors;  and  assistance  in the  implementation  of the chosen
strategy or transaction.

       As an  example  of our work in  consulting,  we were  engaged  by a North
American  technology  company to develop a business  strategy for penetration in
European and Asian telecommunications markets. This engagement involved detailed
market and prospect  research and meetings with potential  clients that may lead
to  substantial  business  for the client  company.  An  example of our  venture
capital  consulting  services  has been an  engagement  to  introduce a Japanese
telecommunications  company to  various  private  U.S.  companies  for  possible
strategic business relationships.

       With  our  long  history  and  extensive  experience  in  both  the  U.S.
technology  industry and the overseas  investment and business  markets,  we are
well positioned to benefit from the globalization forces that are at work in the
industry and that are challenging so many young  technology  companies.  We also
provide  overseas  investors and businesses  with the access they desire to U.S.
businesses, technologies and potential sources of funding.


                                       2
<PAGE>

         Our  revenues  are  dependent  on a few  major  clients.  The  level of
consulting  fees is expected to be volatile in future  periods  depending on the
nature and extent of our work at any point in time and the  global  economy.  We
are actively seeking new clients and business  opportunities in a cost efficient
manner.

Competition

       Our consulting in venture capital  business faces  competition  primarily
from  commercial  banks,  investment  banks,  venture  capital firms,  insurance
companies,  hedge funds and consulting firms,  many of which have  substantially
greater financial resources.  The marketplace for venture capital and consulting
is highly  competitive,  and demand for services is also  influenced by economic
and stock market conditions.

Life Insurance and Annuities

       Formed in 1999, our Jersey, Channel Islands insurance subsidiary,  London
Pacific  Assurance  Limited  ("LPAL") was  principally  engaged in marketing and
servicing  investment  oriented  insurance  products.  LPAL sold Sterling,  U.S.
dollar and Euro  guaranteed  return bonds in its home market of Jersey,  Channel
Islands,  and  in  the  U.K.,   Guernsey,   Isle  of  Man  and  other  permitted
jurisdictions.  We determined to focus on our venture capital operations, and as
part of this  decision,  we closed  down our Jersey  insurance  operations.  The
effect of this closure is intended to reduce expenses for regulatory compliance,
director's   fees,   actuary  fees,   administrative   fees  and  other  related
expenditures  incident to this insurance  business.  On September 30, 2009, LPAL
ceased  business and filed its  Cessation  of Business  Plan  ("COBP")  with the
Jersey Financial Services Commission (the "JFSC"). On January 14, 2010, the JFSC
confirmed that our COBP was completed and LPAL's  insurance  business permit was
cancelled.

REGULATION

Group

       Our  executive  management  and  in-house  attorney are  responsible  for
managing our subsidiaries'  compliance with applicable regulatory  requirements.
Although  the  scope  of  regulation  and  form  of  supervision  to  which  our
subsidiaries  are  subject  may vary  from  jurisdiction  to  jurisdiction,  the
applicable  laws and  regulations  often are complex and  generally  grant broad
discretion to supervisory  authorities in adopting  regulations  and supervising
regulated activities. With the closure of LPAL, our regulatory responsibilities,
risks,  and  expenses  will be  reduced.  Our  continuing  ability  to engage in
businesses in the  jurisdictions in which our subsidiaries  currently operate is
dependent upon compliance with the rules and regulations  promulgated  from time
to time by the  appropriate  authorities  in each of  these  jurisdictions.  The
burden  of such  regulation  weighs  equally  upon  all  companies  carrying  on
activities  similar to those of our  subsidiaries,  and we do not consider  such
regulations to adversely affect the competitive position of our subsidiaries.

EMPLOYEES

       As of December 31, 2009, we had 5 employees.  In January 2010, we further
reduced  staffing to 4  employees.  Since  January 1, 2008,  we have reduced our
staff by nearly half as part of our cost reduction  measures.  In one case, with
our then U.K. based Chief Financial  Officer,  contractually  obligated payments
have been fully paid,  with no future  obligations,  pursuant  to an  Employment
Agreement and a Compromise  Agreement,  and are fully  reflected in the 2008 and
2009 results of operations.

Item 1A.     RISK FACTORS

       Not required.


Item 1B.     UNRESOLVED STAFF COMMENTS

                                       3
<PAGE>

       None.
Item 2.    PROPERTIES

       We currently operate from an office located in San Francisco, California,
consisting  of  approximately  3,800 square feet.  We occupy this office under a
lease which will  expire at the end of October  2010.  We renewed  this lease in
October 2009 at a substantially reduced rent.

       We are  obligated  under a lease until  September  2010 for office  space
consisting of approximately 3,000 square feet in Jersey,  Channel Islands, which
is sub-leased  for the remaining  term of our lease for the entire office space.
After September 2010, we will have no further  obligations  with respect to this
property.

       See Note 8 to the  Consolidated  Financial  Statements  in Item 8 of this
Form 10-K for further information regarding our leases.

Item 3.    LEGAL PROCEEDINGS

       There are no legal proceedings pending against the Group.

Item 4.    RESERVED


                                     PART II

Item 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
           AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION

       The principal  trading  market for our Ordinary  Shares is the LSE, under
the symbol  "BEK.L," on which such shares have been listed since  February 1985.
American  Depositor Shares ("ADSs"),  each representing ten Ordinary Shares, are
evidenced by ADRs for which The Bank of New York Mellon is the  Depositary.  Our
ADSs have traded in the United States from September 1992 through August 1993 on
the OTC Bulletin Board,  from September 1993 through November 1999 on The Nasdaq
Stock  MarketSM under the symbol "LPGL," from November 1999 through July 3, 2002
on the New York Stock  Exchange  ("NYSE")  under the symbol "LDP," from July 12,
2002 through June 15, 2003 on the OTC Bulletin Board under the symbol "LDPGY.PK"
and since June 16, 2003 on the OTC Bulletin  Board under the symbol  "BKLYY.PK."
As of December 31, 2009,  there were 64,439,073  Ordinary Shares  outstanding of
which  11,835,430,  or 18.4%,  were  represented by 1,183,543  ADSs. ADS holders
could exercise their voting rights  through the ADR  Depositary.  As part of our
cost  reduction  measures,  the offering of ADRs was  terminated  on January 20,
2010.  Our Deposit  Agreement with The Bank of New York Mellon will terminate on
April 20, 2010. We entered into an amendment to our Deposit Agreement on January
20, 2010,  to decrease from one year to thirty (30) days the amount of time that
must pass after termination of the Deposit Agreement before The Bank of New York
Mellon  may sell any ADRs that have not been  surrendered.  The Bank of New York
Mellon  notified our ADR holders,  by letter  dated  January 20, 2010,  of their
right to surrender their ADRs for our Ordinary Shares on or before May 20, 2010.
If any of the ADR holders do not surrender their ADRs for our Ordinary Shares by
May 20, 2010,  The Bank of New York Mellon will use  reasonable  efforts to sell
such ADRs and such ADR holders  will  receive the net  proceeds of sale upon any
subsequent surrender of such ADRs.

       In June 2002,  we completed a  one-for-ten  reverse split of our ADSs. On
June 24, 2002,  every ten of our ADSs issued and outstanding  were converted and
reclassified into one post-split ADS.  Consequently,  effective from the opening
of  business  on June  24,  2002,  each ADS is  equal  to ten  Ordinary  Shares.
Fractional new ADSs were sold by the Depositary Bank and paid in cash to the ADR
holders. This ADS split did not affect our Ordinary Shares listed on the LSE.

         The following  table shows,  for the quarters  indicated,  the reported
highest and lowest middle market  quotations  (which represent an average of bid
and  asked  prices)  for our  Ordinary  Shares  on the LSE,  based on its  Daily
Official  List,  and the high and low  trade  price  information  of the ADSs as
obtained from the OTC Bulletin Board:

                                       4
<PAGE>

<TABLE>
<CAPTION>


                                                                         LSE                    OTC Bulletin Board
                                                                 Pounds Sterling Per               U.S. Dollars
                                                                   Ordinary Share                     Per ADS
                                                               -----------------------        ----------------------
                                                                 High          Low              High          Low
                                                               ---------     ---------        ---------    ---------
2009:
<S>                                                                <C>          <C>              <C>           <C>
First quarter.................................................     0.07         0.02             0.25          0.08
Second quarter................................................     0.04         0.03             0.32          0.26
Third quarter.................................................     0.06         0.02             0.75          0.28
Fourth quarter................................................     0.05         0.03             0.75          0.25

2008:
First quarter.................................................     0.07         0.03             0.90          0.50
Second quarter................................................     0.07         0.04             0.95          0.38
Third quarter.................................................     0.06         0.02             0.75          0.20
Fourth quarter................................................     0.05         0.02             0.22          0.09
</TABLE>

Holders

       As of February 28, 2010, we had approximately 1,275 Ordinary shareholders
of record and 75 ADS holders of record.  Because many  Ordinary  Shares and ADSs
are held by brokers and various  institutions on behalf of other holders, we are
unable to estimate the total number of beneficial  holders  represented by these
holders of record.

Dividends

       Until 2002, we paid dividends on our Ordinary  Shares in every year since
we became listed on the LSE in 1985.  Dividends on our Ordinary Shares were paid
twice a year. In view of our  requirement  to conserve cash in order to meet the
operating  needs and growth  opportunities  of the  business,  we did not pay an
interim or final dividend for 2008 or an interim dividend for 2009. Our Board of
Directors will not be  recommending a final dividend for the year 2009.  Holders
of ADSs were entitled to receive  dividends paid, if any, on our Ordinary Shares
through the ADR Depositary.

       Under current  practice,  holders of ADSs who are residents of the United
States for tax purposes  receive the net dividend  (the gross  dividend less the
associated Jersey income tax). See "Taxation - Taxation of Dividends" below.

       Currently,  Jersey does not have  exchange  control  restrictions  on the
payment of  dividends  on the  Ordinary  Shares or on the conduct of the Group's
operations.  See Note 7 to the  Consolidated  Financial  Statements in Item 8 of
this Form 10-K for details regarding regulatory restrictions on dividends.

TAXATION

       The  following  summary  of  certain  Jersey  and U.S.  tax  consequences
regarding share ownership is based on law and published practice as of March 31,
2010, and is subject to any changes in Jersey and U.S. law or published practice
or in the establishment of any double taxation convention between Jersey and the
U.S.  occurring  after that date.  The  summary  is not a complete  analysis  or
listing  of all the  possible  tax  consequences  and does not  address  the tax
implications for special classes of holders, such as banks,  insurance companies
and dealers in  securities.  The summary also does not address U.S. state income
tax  consequences.  Owners of  Ordinary  Shares and ADSs and holders of ADSs who
exchange for Ordinary Shares should consult their own tax advisors as to the tax
consequences of such ownership or exchange.

       There is no double tax treaty or similar  convention between the U.S. and
Jersey.  For the purposes of the U.S. Internal Revenue Code of 1986, as amended,
it is assumed that  beneficial  owners of ADSs, in




                                       5
<PAGE>

accordance  with the terms of the  Deposit  Agreement,  will be  treated  as the
owners of the underlying Ordinary Shares represented by the ADSs.

Taxation of Dividends

       Dividends are declared  gross in U.S.  dollars.  Through 2009,  dividends
paid by the Company,  if any, were treated as having  suffered Jersey income tax
at the standard rate (20%) on the gross amount thereof.

       As part of a fundamental  review of its tax system,  the States of Jersey
in the Channel Islands  introduced a tax rate of zero percent for most companies
in 2009. The resultant reduction in the overall corporate tax revenues in Jersey
is being filled by an increase in direct  personal  taxation for individuals and
by the  introduction  in May 2008 of a goods and services tax of 3%. The Company
anticipates it will have a zero percent tax rate on its Jersey  profits,  and as
such,  no tax  credit  will be  available  for  Jersey  residents  in the  event
dividends  are paid in the  future by the  Company.  It is likely  that from the
beginning of 2009, an individual resident in Jersey who owns more than 2% of the
Ordinary Share capital of the Company,  equivalent to 1,288,781  shares,  may be
liable for tax on their proportionate share of the Company's annual profits that
have not been  distributed.  Shareholders  who are unsure of their tax  position
should consult their tax advisor.

       Charities,  superannuation  funds and certain assurance  companies in the
U.K., together with individual  investors who are not resident in Jersey, may be
entitled to a full or partial repayment of the Jersey income tax credit suffered
on distributions,  on submission of a claim to the Jersey  Comptroller of Income
Tax.  Shareholders who are unsure of their tax position should consult their tax
advisor.

       Generally,  the net  dividend  paid to a holder  or  owner  who is a U.S.
citizen, a U.S. resident, a U.S. domestic corporation or a trust or estate whose
income is subject to U.S. federal income taxation  regardless of source (a "U.S.
holder") will be included in gross income and treated as foreign source dividend
income for U.S. federal income tax purposes to the extent payment is made out of
the Company's  current or accumulated  earnings and profits as determined  under
U.S.  federal  income  tax  principles.  Such  dividends  generally  will not be
eligible for the "dividends  received"  deduction  permitted to be taken by U.S.
corporations.

       However,  special  rules apply for purposes of  determining  the dividend
income and potential foreign tax credits  available to a U.S.  corporation that,
either alone or together  with one or more  associated  corporations,  controls,
directly or  indirectly,  10% or more of the Company's  voting  stock.  Any such
shareholder  should consult its tax advisor with respect to the U.S. interest in
the Company.

Taxation of Capital Gains

       Currently,  there are no Jersey taxes levied on realized gains on certain
investments. A U.S. holder that sells or exchanges an ADR or Ordinary Share will
generally  recognize a gain or loss for U.S. federal income tax purposes,  in an
amount equal to the difference  between the U.S.  dollar amount realized and the
U.S. holder's tax basis determined in U.S. dollars in either the ADS represented
by the  ADR or the  Ordinary  Share.  Such a gain or loss  will  generally  be a
capital gain or loss if the ADR or the Ordinary Share was a capital asset in the
hands of the U.S. holder and will generally be a long-term  capital gain or loss
if the ADR or Ordinary Share was held for more than one year (including,  in the
case of an ADR,  the period  during  which the Ordinary  Shares  surrendered  in
exchange  therefore  were held).  In general,  the  long-term  capital gain of a
non-corporate  U.S.  holder is subject to a maximum  tax rate of 15% for taxable
years beginning before January 1, 2011.

Backup Withholding Tax

       A U.S. holder may be subject to U.S. backup withholding tax (currently at
a rate of 30%) with respect to  dividends  received or gross  proceeds  from the
sale  of  ADRs  or  Ordinary  Shares  unless  the  holder  provides  a  taxpayer
identification  number and certain  certifications  or otherwise  establishes an
exemption  from  backup  withholding.   Certain  classes  of  persons,  such  as
corporations,  are exempt from backup withholding.  Backup withholding is not an
additional  tax; the amount  withheld may be credited  against the holder's U.S.
federal  income tax  liability,  and a refund of any excess may be obtained from
the U.S. Internal Revenue Service.


                                       6
<PAGE>

Estate and Gift Tax

       No death, estate, gift,  inheritance or capital transfer taxes are levied
in Jersey.  Probate duty is payable in Jersey if an  individual  dies holding an
interest  in the  shares  of a Jersey  company  where  the  total  assets of the
deceased  located  in  Jersey  for  legal  purposes  are  valued  at  more  than
(pound)10,000.  The amount of probate  duty payable  increases  depending on the
value of Jersey assets held at death but the maximum probate duty is 0.75%.

Stamp Duty and Stamp Duty Reserve Tax

       No U.K.  stamp  duty  should be payable on any  transfer  of an  Ordinary
Share,  or of an ADS,  provided it is  executed  and  retained  outside the U.K.
Therefore,  a transfer of an ADS in the United States would not ordinarily  give
rise to a U.K. stamp duty charge.

       An instrument  transferring  Ordinary Shares, or an ADS, could be subject
to U.K.  stamp duty if its  execution  relates to anything done or to be done in
the U.K. For example,  a U.K. stamp duty charge may apply if such  instrument is
executed  in the  U.K.  or is  brought  into the U.K.  after  execution.  If the
transfer  is on a  sale,  then  the  rate  of  stamp  duty  will  be 0.5% of the
consideration given. If this charge is no more than (pound)5,  then the transfer
is  exempt.  Gifts and other  transfers  which are  neither  sales,  nor made in
contemplation of a sale, are not subject to this charge.

        A  transfer  of  Ordinary  Shares  from  the  Depositary  directly  to a
purchaser on behalf of an ADS holder may be subject to a stamp duty at a rate of
0.5% of the  consideration  (if the stamp duty charge is no more than  (pound)5,
then the transfer is exempt) if execution of the instrument of transfer  relates
to anything  done or to be done in the U.K.;  for example,  if such  transfer is
executed in the U.K. or is to be brought into the U.K. after execution.

       U.K.  stamp  duty  reserve  tax may not be  payable  on an  agreement  to
transfer the Ordinary Shares or ADSs.

EQUITY COMPENSATION PLANS

       Information  regarding our equity compensation plans is presented in Note
7 to the Consolidated Financial Statements in Item 8 of this Form 10-K.

WARRANTS

       On November 11, 2002, we agreed to grant 1,933,172  warrants to subscribe
for our Ordinary  Shares to Bank of Scotland in connection with the extension of
our credit  facility  (which was fully repaid and terminated in June 2003).  The
warrants  were  granted  on  February  14,  2003 and have an  exercise  price of
(pound)0.1143 (based on the average of the closing prices of the Ordinary Shares
over the trading days from November 1, 2002 through  November 11,  2002),  which
was higher than the market price of  (pound)0.09  on November  11,  2002.  These
warrants expired, unexercised, on February 14, 2010.

Item 6.    SELECTED FINANCIAL DATA

       Not required.

Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

       This  Management's  Discussion  and Analysis of Financial  Condition  and
Results  of  Operations   should  be  read  in  conjunction   with  the  audited
consolidated  financial statements,  and the notes thereto,  presented in Item 8
"Financial   Statements  and   Supplementary   Data"  of  this  Form  10-K.  The
consolidated  financial  statements are prepared in accordance  with  accounting
principles  generally  accepted in the United  States.  This item should also be
read in conjunction  with the  "Forward-Looking  Statements and Factors That May
Affect Future  Results"  which are set forth below and in our other filings with
the SEC.

                                       7
<PAGE>

Forward-Looking Statements and Factors That May Affect Future Results

       This  Management's  Discussion  and Analysis of Financial  Condition  and
Results  of   Operations   and  other   sections  of  this  Form  10-K   contain
forward-looking  statements  within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended.  Such forward-looking  statements are based on
current expectations,  estimates, forecasts and projections about the industries
in which we  operate,  management's  current  beliefs  and  assumptions  made by
management.   Words  such  as  "expects,"   "anticipates,"  "intends,"  "plans,"
"believes," "seeks,"  "estimates," "goals," variations of such words and similar
expressions  are intended to identify  such  forward-looking  statements.  These
statements are not guarantees of future  performance  and involve certain risks,
uncertainties and assumptions that are difficult to predict. Future outcomes and
results may differ  materially  from what is  expressed  or  forecasted  in such
forward-looking   statements.   We  undertake  no   obligation   to  update  any
forward-looking  statements,  whether  as a result  of new  information,  future
developments or otherwise.

       Factors  that  could  cause  or  contribute   to   deviations   from  the
forward-looking statements include those discussed in this section, elsewhere in
this Form 10-K and in our other filings with the SEC. The factors  include,  but
are not limited to, (i) variations in demand for our products and services, (ii)
the success of our new products and services,  (iii) significant  changes in net
cash flows in or out of our businesses,  (iv) fluctuations in the performance of
debt and equity markets worldwide,  (v) the enactment of adverse state,  federal
or foreign  regulation or changes in government policy or regulation  (including
accounting  standards)  affecting  our  operations,  (vi) the effect of economic
conditions and interest rates in the U.S.,  the U.K. or  internationally,  (vii)
the  ability of our  subsidiaries  to compete  in their  respective  businesses,
(viii) our  ability to attract  and retain key  personnel,  and (ix)  actions by
governmental authorities that regulate our businesses.

Results of Operations by Business Segment

       Prior to the third quarter of 2009,  the Company's  reportable  operating
segments were  classified  according to its  businesses of consulting in venture
capital,  and life insurance and annuities.  As the Company ceased its insurance
business during the third quarter of 2009, only one operating  business remains:
consulting in venture  capital.  Beginning  with the third quarter of 2009,  the
Company  changed its  reporting of results to a consulting  company  format with
only one operating  business segment  (consulting in venture  capital).  Certain
reclassifications  were made to prior period amounts to conform with the current
period's presentation.  These  reclassifications had no effect on the net income
or shareholders' equity for the prior periods.

2009 compared to 2008

         Consulting  fee revenues  remained  relatively  consistent  even though
there were changes in our client base. A contract was entered into with a client
in early 2008 that  generated  $0.4  million in  consulting  fees  during  2008;
however,  that contract ran only through the end of 2008. Contracts were entered
into with a new client  during 2009 that  generated  $0.3 million in  consulting
fees in 2009.  The latest  contract for this client  expires at the end of March
2010  however,  a new  arrangement  has been agreed in  principal  for  slightly
reduced services and fees.

       Under a  consulting  arrangement  with a client  we had in  2007,  we are
entitled  to earn  additional  compensation  in the  future  depending  upon the
performance of certain venture capital  investments  made with our assistance by
that  client  during  2007.  Any  such  compensation  would  be  paid to us as a
proportion of any capital gain realized by the client,  after deducting  certain
costs,  upon a defined  realization of the investment by the client. To date, no
such  compensation  has  been  realized,  however  we  expect  that  one or more
realizations is likely to occur.

       Cost of services decreased by $65,000 in 2009 compared to 2008, primarily
due to reductions in staff costs.

       Selling,  general and administrative  expenses decreased significantly by
$0.6  million to $2.1 million in 2009,  compared to $2.7  million in 2008.  This
decrease  was  due to $0.5  million  lower  staff  costs,  net of

                                       8
<PAGE>

contractually  required  employment  obligations  to our then U.K.  based  Chief
Financial Officer.  These costs were fully paid by June 30, 2009. Also for 2009,
there were substantial  additional staff cost savings related to an employee who
left the company in the fourth quarter of 2008. In 2009, there was no additional
expense  related to the $0.1  million in web  development  costs paid to a third
party  vendor  subsequent  to our  decision  not to go forward  with a web based
project in 2008.

       As  discussed  in previous  Form 10-Q and 10-K  filings  with the SEC, on
August 12,  2008,  the  Company  gave notice to Mr. Ian K.  Whitehead,  then the
Company's Chief Financial  Officer,  that his employment  agreement would end on
June 30, 2009.  Reference is made to Exhibit  10.3.1 to the Company's  Form 10-K
for the year ended  December 31, 2000 for a copy of Mr.  Whitehead's  employment
agreement  and to the  Company's  Proxy  Statement  dated  April 29,  2008 for a
description of his salary waiver of May 2003.

       In 2009, our operating loss was $2.4 million (which includes $0.4 million
of  non-recurring  compensation  related  to  Mr.  Whitehead,  whose  employment
terminated on June 30, 2009),  compared to an operating  loss of $3.0 million in
2008.  This  decrease in loss was  attributable  to a $0.6  million  decrease in
operating expenses due to cost reduction measures as discussed above.

Interest Income

2009 compared to 2008

       Interest  income  decreased  by $273,000 to $41,000 for 2009  compared to
$314,000 in 2008, due to declining  cash balances,  as well as to lower interest
rates. As of December 31, 2009, our cash and cash equivalents  amounted to $11.5
million,  a decrease of $2.2 million  from  December  31,  2008.  This  decrease
resulted  primarily  from  the  use of  cash  in  operating  activities.  We are
continuing to implement, and realize, a wide array of cost reduction measures in
order to preserve cash, while seeking higher yields on cash balances.

Realized Investment Gains and Losses

2009 compared to 2008

       Net realized  investment  gains for 2009 were  $64,000,  compared to $1.1
million for 2008.

       In February 2008, the Group  received a final  WorldCom  distribution  of
$0.27 million.  LPAL held certain WorldCom,  Inc. publicly traded bonds which it
sold at a loss  in  2002.  This  payment  recovers  part  of the  realized  loss
recognized  by LPAL in 2002.  Our total  recovery  from  WorldCom  totaled  $1.5
million during 2007 and 2008.

       In December  2008,  the Group  received a partial  distribution  of $1.37
million from the Enron Corporation securities litigation.  In December 2009, the
Group received an additional  distribution of $264,000.  LPAL held certain Enron
Corporation  publicly  traded  bonds which it sold at a loss in 2002.  These two
payments  totaling  almost  $1.64  million  recover  part of the  realized  loss
recognized by LPAL in 2002. The timing and amount of future Enron  distributions
is currently uncertain.

       The  WorldCom   and  Enron  2008   payments   received   were  offset  by
other-than-temporary  impairment  write-downs  totaling  $0.5  million on one of
LPAL's private equity investments. The Enron 2009 payment received was offset by
other-than-temporary  impairment  write-down of $0.2 million in the same private
equity investment.

Cost Containment and Cash Preservation Measures

       We have  implemented and are realizing  significant cost savings due to a
wide range of expense reduction measures.  Staffing levels were reduced in 2008,
and again in 2009, and all contractual employment obligations were fully paid by
June 30, 2009. Our San Francisco office lease was  successfully  negotiated at a
significantly  reduced  rent.  We were  able to  obtain  insurance  coverage  at
substantially  reduced rates.  We have reduced our legal and other  professional
expenses.


                                       9
<PAGE>

       We have  focused  our  resources  and have  decided  to close our  Jersey
insurance  business.  This insurance business was regulated which required audit
fees and  expenses,  actuary fees,  independent  director  fees,  administrative
expenses  and  other  related  costs.   We  are  also  closing  several  dormant
subsidiaries, all which will reduce our auditing and administrative costs.

       We are also reducing  costs by eliminating  our ADR program.  These costs
include additional  auditing fees and expenses,  staffing costs (reduction of an
additional  employee),  other professional and  administrative  fees and related
costs.

       These cost containment  measures are expected to significantly reduce the
use of cash for operating activities.

Income Taxes

       We are  subject to taxation  on our income in all  countries  in which we
operate based upon the taxable income arising in each country. However, realized
gains on certain  investments  are exempt  from  Jersey and  Guernsey  taxation.
Through  2008,  we were  subject to income  tax in Jersey at a rate of 20%.  For
2009, under a new tax system in Jersey,  Channel Islands,  our tax rate is zero.
(See discussion of the new tax system in Jersey in Part II, Item 5, "Taxation.")
In the United  States,  we are subject to both federal and  California  taxes at
rates up to 34% and 8.84%, respectively.

2009 compared to 2008

       In 2009, we received a $13,000 payment from London Pacific Life & Annuity
Company ("LCL") for the use of our federal net operating  losses to reduce LCL's
alternative  minimum tax expense as a result of the  consolidation of LCL in our
U.S. tax group's  consolidated  returns,  which offset $2,000 minimum California
taxes,  resulting  in an $11,000  tax  benefit  to the Group for 2009.  For more
information,  see Note 6 "Income Taxes" to our consolidated financial statements
included  in Item 8 of this Form 10K.  Other than these taxes and  benefits,  no
other tax  expense or benefits  were  applicable  to our Group for 2009.  A loss
before income taxes of $1.4 million was  contributed  by our Jersey  operations,
and a loss  before  income  taxes of $0.9  million was  contributed  by our U.S.
operations;  however,  we did not  recognize  any tax  benefits  due to the 100%
valuation allowances that we have provided for all deferred tax assets. In 2008,
our tax expense was $4,000,  comprised of $2,000 in minimum California taxes and
$2,000 in federal  alternative minimum taxes, caused by the consolidation of LCL
in our U.S. tax group's consolidated returns.

CRITICAL ACCOUNTING POLICIES

       Management  has  identified  those  accounting  policies  that  are  most
important to the accurate  portrayal of our  financial  condition and results of
operations and that require  management's most complex or subjective  judgments,
often as a result of the need to make estimates about the effect of matters that
are inherently uncertain. These most critical accounting policies pertain to our
investments,  life  insurance  policy  liabilities,   revenue  recognition,  and
assumptions  used to value share  options  granted.  These  critical  accounting
policies are described below.

Accounting for Investments

       From  January 1, 2008,  our  primary  business  for  financial  reporting
purposes is considered to be consulting in venture capital. As such, our private
equity   investments   are   carried  at  cost  less  any   other-than-temporary
impairments. Previously, we carried our private equity investments at fair value
in accordance with the accounting guidance related to insurance companies.  With
respect to our private  equity  investments  held at December 31, 2007, our best
estimate of their fair value was their cost basis. Therefore, the change from an
insurance company for financial reporting purposes to a consulting company as of
January  1, 2008 did not have an impact on the  carrying  values of our  private
equity investments.

       Our private equity investments for 2008 and 2009 are less than 20% in the
investee companies, and we do not have any significant influence on the investee
companies.  Accordingly,  all such  investments  are


                                       10
<PAGE>

accounted for with the cost method. We evaluate the Group's  investments for any
events or  changes  in  circumstances  ("impairment  indicators")  that may have
significant adverse effects on our investments.  If impairment indicators exist,
then the carrying  amount of the  investment is compared to its  estimated  fair
value.  If any  impairment  is  determined  to be  other-than-temporary,  then a
realized investment loss would be recognized during the period for which we make
such determination.

Determination of Fair Values of Investments

       When a quoted market price is available for a security, we use this price
in the  determination  of fair value.  If a quoted market price is not available
for a  security,  management  estimates  the  security's  fair  value  based  on
valuation methodologies as described below.

       We hold  investments  in  privately  held  equity  securities,  primarily
convertible  preferred stock in companies doing business in various  segments of
technology  industries.  These  investments  are  normally  held for a number of
years.  Investments  in convertible  preferred  stock come with rights that vary
dramatically both from company to company and between rounds of financing within
the same company. These rights, such as anti-dilution,  redemption,  liquidation
preferences and participation, bear directly on the price an investor is willing
to pay for a security.  The returns on these investments are generally  realized
through an initial  public  offering of the company's  shares or, more commonly,
through the company's acquisition by a public company.

       One of the  factors  affecting  fair value is the amount of time before a
company  requires  additional  financing to support its  operations.  Management
believes that companies that are financed to the estimated  point of operational
profitability  or for a period  greater  than one year will most  likely  return
value to the investor through an acquisition between a willing buyer and seller,
as the company does not need to seek financing from an opportunistic investor or
insider in an adverse  investment  environment.  If a particular  company  needs
capital in the near term,  management  considers  a range of factors in its fair
value  analysis,  including  our  ability  to  recover  our  investment  through
surviving liquidation  preferences.  Management's  valuation  methodologies also
include  fundamental  analysis that evaluates the investee company's progress in
developing  products,  building  intellectual  property  portfolios and securing
customer  relationships,  as well as overall industry conditions,  conditions in
and prospects for the investee's  geographic  region,  and overall equity market
conditions.   This  is  combined  with   analysis  of   comparable   acquisition
transactions and values to determine if the security's  liquidation  preferences
will ensure full recovery of our investment in a likely acquisition  outcome. In
its valuation analysis, management also considers the most recent transaction in
a company's shares.

       The accounting guidance for fair value measurements defines fair value as
the  price  that  would  be  received  to sell an asset  or paid to  transfer  a
liability  in  an  orderly   transaction  between  market  participants  at  the
measurement date (an exit price).  That accounting guidance has also established
a fair value hierarchy that prioritizes the inputs to valuation  techniques used
to  measure  fair value into three  broad  levels.  Level 3 inputs  apply to the
determination  of fair  value  for our  private  equity  investments.  These are
unobservable  inputs  where the  determination  of fair  values  of  investments
requires  the  application  of  significant  judgment.  It is possible  that the
factors  evaluated  by  management  and fair values  will  change in  subsequent
periods,  especially  with respect to our  privately  held equity  securities in
technology  companies,  resulting  in  material  impairment  charges  in  future
periods.  From January 1, 2008, only  other-than-temporary  impairments  will be
recognized  and the  carrying  value of a private  equity  investment  cannot be
increased above its cost unless the investee company completes an initial public
offering or is acquired.

Other-than-temporary Impairments of Investments

       Management performs an ongoing review of all investments in the portfolio
to   determine   if   there   are  any   declines   in  fair   value   that  are
other-than-temporary.

       In relation to our private equity  securities  that do not have a readily
determinable fair value,  factors considered in impairment reviews include:  (i)
the length of time and extent to which  estimated  fair  values  have been below
cost and the reasons  for the  decline,  (ii) the  investee's  recent  financial
performance  and  condition,  earnings  trends and future  prospects,  (iii) the
market  condition  of either the  investee's  geographic  area or  industry as a
whole, and (iv) concerns regarding the investee's ability to continue as a going
concern (such as

                                       11
<PAGE>

the inability to obtain additional  financing).  If the evidence supports that a
decline in fair value is other-than-temporary, then the investment is reduced to
its estimated fair value,  which becomes its new cost basis, and a realized loss
is reflected in earnings.

       The  evaluations  for   other-than-temporary   impairments   require  the
application of significant  judgment. It is possible that the impairment factors
evaluated  by  management  and fair values will  change in  subsequent  periods,
especially  with  respect to  privately  held equity  securities  in  technology
companies, resulting in material impairment charges in future periods.

Revenue Recognition

       The timing of revenue  recognition  for  consulting  services  requires a
degree of judgment.  Under revenue accounting  guidance,  revenue is realized or
realizable  and  earned  when  persuasive  evidence  of an  arrangement  exists,
delivery has occurred or services have been rendered,  the seller's price to the
buyer is fixed and determinable and  collectibility  is reasonably  assured.  We
recognize consulting fee revenues in our consolidated statement of operations as
the services are performed, if all the conditions of the guidance are met. We do
not recognize  performance  based revenues under a consulting  arrangement until
the  payments  are  earned,  the  client  has  acknowledged  the  liability  and
collectibility is reasonably assured.

Valuation of Share Options Granted

       We calculate the fair value of share option grants to employees using the
Black-Scholes  option  pricing  model,  even though this model was  developed to
estimate the fair value of freely tradable,  fully transferable  options without
vesting  restrictions,  which  differ  significantly  from the  Company's  share
options. The Black-Scholes model also requires subjective assumptions, including
future share price  volatility  and expected  time to  exercise,  which  greatly
affect the calculated  values.  The expected term of options  granted is derived
from  historical  data  on  employee   exercises  and  post-vesting   employment
termination behavior.  The risk-free rate is based on the U.S. Treasury rates in
effect  during the  corresponding  period of grant.  The expected  volatility is
based on the historical  volatility of the Company's share price.  These factors
could  change in the  future,  which would  affect the share based  compensation
expense in future  periods,  if the  Company,  through  the ESOT,  should  grant
additional  share  options.  It should  be  noted,  however,  that  share  based
compensation expense in the Company's  consolidated  statement of operations has
no negative impact on total shareholders'  equity because there is an offsetting
entry to additional paid-in capital in the Company's consolidated balance sheet.


RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

       See Note 1 to the  Consolidated  Financial  Statements  in Item 8 of this
Form 10-K for a summary of recently issued accounting pronouncements.


LIQUIDITY AND CAPITAL RESOURCES

       Our cash and cash equivalents  decreased during 2009 by $2.2 million from
$13.7  million as of December 31, 2008 to $11.5 million as of December 31, 2009.
This  decrease in cash and cash  equivalents  resulted from $2.2 million of cash
used in operating  activities which includes  contractually  required employment
payments to our then U.K. based Chief  Financial  Officer as well as payments of
all three remaining insurance policies due to their maturities in the first half
of 2009. Our cost savings measures are expected to significantly  reduce our use
of  cash  for  operating  activities.  Cash  provided  by  investing  activities
primarily  resulted from the $264,000 partial proceeds from the Enron securities
litigation  settlement  net of  $117,000  cash used to purchase  private  equity
investments during 2009.

         Shareholders'  equity  decreased during 2009 by $2.3 million from $15.0
million at December 31, 2008 to $12.7 million as of December 31, 2009, primarily
due to the net loss for the period of $2.3 million.  As of December 31, 2009 and
2008,  $62.6  million of our  Ordinary  Shares,  at cost,  held by the  employee
benefit trusts have been netted against shareholders' equity.

                                       12
<PAGE>

       As  of  December  31,  2009,  we  had  no  bank   borrowings,   guarantee
obligations,  material  commitments  outstanding  for  capital  expenditures  or
additional funding for private equity portfolio companies.

       As of  December  31,  2009,  we  had  $11.5  million  of  cash  and  cash
equivalents  of which $2.8 million was only  available to fund the operations or
commitments  of LPAL,  a wholly  owned  subsidiary.  LPAL  needed to obtain  the
permission of the Jersey Financial Services  Commission if LPAL funds were to be
used to fund  operations or commitments  outside of the LPAL entity.  We believe
that the  remainder  of our cash balance at  December 31, 2009  of  $8.7 million
alone is sufficient to fund  our operations  (consulting in venture  capital and
corporate activities) over at least the next twelve months.

Item 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    Not required.

Item 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
<TABLE>
<CAPTION>
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                                                             Page

<S>                                                                                                           <C>
Report of Independent Registered Public Accounting Firm.....................................................  14

Consolidated Balance Sheets as of December 31, 2009 and 2008................................................  15

Consolidated Statements of Operations for the Years Ended
December 31, 2009 and 2008..................................................................................  16

Consolidated Statements of Cash Flows for the Years Ended
December 31, 2009 and 2008..................................................................................  17

Consolidated Statements of Changes in Shareholders' Equity for the Years Ended
December 31, 2009 and 2008..................................................................................  18

Notes to Consolidated Financial Statements..................................................................  19
</TABLE>

                                       13
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors and Shareholders of
Berkeley Technology Limited
Jersey, Channel Islands


       We have audited the accompanying  consolidated balance sheets of Berkeley
Technology  Limited  (the  "Company")  as of December  31, 2009 and 2008 and the
related  consolidated  statements  of  operations,  cash  flows and  changes  in
shareholders'  equity for each of the two years in the period ended December 31,
2009. In connection  with our audits of the financial  statements,  we have also
audited Schedule I - Condensed Financial Information of Registrant as of and for
each of the years ended December 31, 2009 and 2008.  These financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

       We conducted  our audits in  accordance  with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits to obtain reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  The  Company is not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial reporting.  Our audits included consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

       In our opinion,  the consolidated  financial statements referred to above
present fairly,  in all material  respects,  the financial  position of Berkeley
Technology  Limited  at  December  31,  2009 and 2008,  and the  results  of its
operations  and its cash  flows  for each of the two years in the  period  ended
December 31, 2009, in conformity with accounting  principles  generally accepted
in the United States of America.

       Also, in our opinion,  Schedule I - Condensed  Financial  Information  of
Registrant,  when  considered  in relation to the basic  consolidated  financial
statements  taken as a whole,  presents  fairly in all  material  respects,  the
information set forth therein.



/s/  BDO Seidman, LLP
San Francisco, California
March 31, 2010


                                       14
<PAGE>
                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share amounts)
<TABLE>
<CAPTION>

                                                                                             December 31,
                                                                                     ------------------------------
                                                                                         2009              2008
                                                                                     ------------      ------------
                                            ASSETS
Current assets:
<S>                                                                                  <C>               <C>
   Cash and cash equivalents......................................................   $     11,480(1)   $     13,681
   Accounts receivable, less allowances of $0 December 31, 2009
       and 2008...................................................................            141               222
   Interest receivable............................................................              -                 1
   Prepaid expenses and deposits..................................................             68               147
                                                                                     ------------      ------------
Total current assets..............................................................         11,689            14,051

Private equity investments (at lower of cost or estimated fair value).............          1,469(1)          1,484
Property and equipment, net of accumulated depreciation of $181 and $177
   as of December 31, 2009 and 2008, respectively.................................              6                 9
                                                                                     ------------      ------------
Total assets......................................................................   $     13,164      $     15,544
                                                                                     ------------      ------------
                                                                                     ------------      ------------
                        LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable and accrued expenses..........................................   $        417      $        459
   Policyholder liabilities (due in less than one year)...........................              -               106
                                                                                     ------------      ------------
Total current liabilities.........................................................            417               565
                                                                                     ------------      ------------
Commitments and contingencies (See Note 8)

Shareholders' equity:
Ordinary shares, $0.05 par value per share: 86,400,000 shares authorized;
   64,439,073 shares issued and outstanding as of December 31, 2009
   and 2008.......................................................................          3,222             3,222
Additional paid-in capital........................................................         67,915            67,789
Retained earnings.................................................................          4,607             6,894
Employee benefit trusts, at cost (13,522,381 shares as of
   December 31, 2009 and 2008)....................................................        (62,598)          (62,598)
Accumulated other comprehensive loss..............................................           (399)             (399)
                                                                                     ------------      ------------
Total shareholders' equity........................................................         12,747            14,979
                                                                                     ------------      ------------
Total liabilities and shareholders' equity........................................   $     13,164      $     15,544
                                                                                     ------------      ------------
                                                                                     ------------      ------------
<FN>
(1) As of December 31, 2009, the Company's  subsidiary,  London Pacific Assurance Limited ("LPAL"),  held $2,816 of the Group's
    $11,480 in cash and cash  equivalents and $844 of the Group's $1,469 in private equity  investments  which were only available
    to fund the  operations  or  commitments  of LPAL,  and not to the  parent  company  or any of the other  subsidiaries.  As of
    December 31, 2009, LPAL needed to obtain the permission of the Jersey  Financial  Services  Commission  ("JFSC") if LPAL funds
    were to be used to fund  operations  or  commitments  outside of the LPAL entity.  As of January 14, 2010,  the JFSC  approved
    LPAL's Cessation Of Business Plan and canceled LPAL's  insurance  permit.  As of January 14, 2010, the foregoing  restrictions
    no longer apply.
</FN>
</TABLE>

           See accompanying Notes which are an integral part of these
                       Consolidated Financial Statements.




                                       15
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                (In thousands, except per share and ADS amounts)
<TABLE>
<CAPTION>


                                                                                          Year Ended December 31,
                                                                                     ------------------------------
                                                                                         2009             2008
                                                                                     ------------      ------------
Revenues:
<S>                                                                                  <C>               <C>
Consulting fee income.............................................................   $        547      $        564
                                                                                     ------------      ------------
Total revenues....................................................................            547               564

Operating expenses:
Cost of services..................................................................            804               869
Selling, general and administrative expenses......................................          2,146             2,719
                                                                                     ------------      ------------
Total operating expenses..........................................................          2,950             3,588
                                                                                     ------------      ------------

Operating loss....................................................................         (2,403)           (3,024)

Interest income...................................................................             41               314
Distributions from securities litigation settlements..............................            264             1,643
Other-than-temporary impairment on investments....................................           (200)             (500)
                                                                                     ------------      ------------
Loss before income tax expense....................................................         (2,298)           (1,567)


Income tax expense (benefit)......................................................            (11)                4
                                                                                     ------------      ------------
Net loss..........................................................................   $     (2,287)     $     (1,571)
                                                                                     ------------      ------------
                                                                                     ------------      ------------




Basic and diluted loss per share..................................................   $      (0.04)     $      (0.03)
                                                                                     ------------      ------------
                                                                                     ------------      ------------

Basic and diluted loss per ADS....................................................   $      (0.45)     $      (0.31)
                                                                                     ------------      ------------
                                                                                     ------------      ------------
</TABLE>


           See accompanying Notes which are an integral part of these
                       Consolidated Financial Statements.

                                       16
<PAGE>
                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                        Year Ended December 31,
                                                                                     ------------------------------
                                                                                         2009              2008
                                                                                     ------------      ------------

<S>                                                                                  <C>               <C>
Net loss..........................................................................   $     (2,287)     $     (1,571)

Adjustments to reconcile net loss to net
   cash used in operating activities:
Depreciation and amortization.....................................................              5                 6
Amounts credited on insurance policyholder accounts...............................              1                 6
Net realized investment gains and other-than-temporaru impairment on investment...            (64)           (1,143)
Share based compensation..........................................................             55                71

Net changes in operating assets and liabilities:
   Accrued investment income .....................................................              1                13
   Other assets...................................................................             92               218
   Accounts payable, accruals and other liabilities...............................            (43)              (74)
                                                                                     ------------      ------------
Net cash used in operating activities.............................................         (2,240)           (2,474)
                                                                                     ------------      ------------

Cash flows from investing activities:
Purchases of private equity investments...........................................           (117)                -
Proceeds from WorldCom, Inc. and Enron securities litigation settlements .........            264             1,643
Capital expenditures..............................................................             (2)               (2)
                                                                                     ------------      ------------
Net cash provided by investing activities ........................................            145             1,641
                                                                                     ------------      ------------
Cash flows from financing activities:
Insurance policyholder benefits...................................................           (111)                -
                                                                                     ------------      ------------
Net cash used in financing activities ............................................           (111)                -
                                                                                     ------------      ------------

Effect of exchange rate changes on cash...........................................             (5)              (54)
                                                                                     ------------      ------------

Net decrease in cash and cash equivalents.........................................         (2,201)             (887)
Cash and cash equivalents at beginning of year....................................         13,681            14,568
                                                                                     ------------      ------------
Cash and cash equivalents at end of year .........................................   $     11,480      $     13,681
                                                                                     ------------      ------------
                                                                                     ------------      ------------

Supplemental disclosure of cash flow information:

Cash paid during the year for:
Income taxes (net of amounts recovered)...........................................   $        (11)     $          2

Non-cash investing activities:
Exchange of receivable from former consulting client for additional private
  equity investment in former consulting client...................................   $         68      $          -

</TABLE>


           See accompanying Notes which are an integral part of these
                       Consolidated Financial Statements.

                                       17
<PAGE>
                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                               Accumulated
                                                                                                  Other
                                    Ordinary Shares      Additional                Employee      Compre-       Total
                                ---------------------     Paid-in     Retained      Benefit      hensive    Shareholders'
                                   Number    Amount       Capital     Earnings      Trusts        Loss        Equity
                                ---------------------    ----------   ---------   ----------   -----------   -----------


<S>                               <C>       <C>          <C>          <C>         <C>          <C>           <C>
Balance as of January 1, 2008      64,439   $   3,222    $   67,789   $   8,465   $  (62,598)  $      (399)  $    16,479



Net loss........................        -          -              -     (1,571)            -             -        (1,571)
Share based compensation,
   including income tax
   effect of $0 ................        -          -             71           -            -             -            71
                                ---------   ---------    ----------   ---------   ----------   -----------   -----------
Balance as of
   December 31, 2008............   64,439   $   3,222    $   67,860   $   6,894   $  (62,598)  $      (399)  $    14,979
                                ---------   ---------    ----------   ---------   ----------   -----------   -----------
                                ---------   ---------    ----------   ---------   ----------   -----------   -----------


Net loss........................        -   $       -    $        -   $  (2,287)  $        -   $         -   $    (2,287)
Share based compensation,
   including income tax
   effect of $0.................        -           -            55           -            -             -            55
                                ---------   ---------    ----------   ---------   ----------   -----------   -----------
Balance as of
   December 31, 2009............   64,439   $   3,222    $   67,915   $   4,607   $  (62,598)  $      (399)  $    12,747
                                ---------   ---------    ----------   ---------   ----------   -----------   -----------
                                ---------   ---------    ----------   ---------   ----------   -----------   -----------
</TABLE>







           See accompanying Notes which are an integral part of these
                       Consolidated Financial Statements.

                                       18
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2009

       As used herein,  the terms  "registrant"  and "Company" refer to Berkeley
Technology Limited.  Except as the context otherwise requires,  the term "Group"
refers collectively to the registrant and its subsidiaries.

Note 1.   Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

       The accompanying  consolidated financial statements have been prepared by
the Company in  conformity  with United  States  generally  accepted  accounting
principles ("U.S.  GAAP").  These consolidated  financial statements include the
accounts of the  Company,  its  subsidiaries,  the  Employee  Share Option Trust
("ESOT")  and  the  Agent  Loyalty   Opportunity  Trust  ("ALOT").   Significant
subsidiaries  included  in the  operations  of the Group and  discussed  in this
document include Berkeley  International Capital Corporation ("BICC"),  Berkeley
VC LLC ("BVC"), and London Pacific Assurance Limited ("LPAL").  All intercompany
transactions and balances have been eliminated in consolidation.

       From January 1, 2008, the consolidated  balance sheets are presented in a
classified  format as is appropriate for a consulting  company rather than in an
unclassified  format  as is  appropriate  for a  life  insurance  and  annuities
company.  This  change had no impact on the  Company's  shareholders'  equity at
January 1, 2008.  The  Group's  primary  business is now  consulting  in venture
capital.  See Note 2 "Investments"  below for a discussion of the impact of this
change on the Company's  accounting  policy for its private equity  investments.
For 2009, all  consolidated  financial  statements are presented in a consulting
company format.

       The Company is incorporated  under the laws of Jersey,  Channel  Islands.
Its Ordinary  Shares are traded on the London Stock  Exchange and in the U.S. on
the OTC Bulletin Board in the form of American Depositary Shares ("ADSs"), which
are evidenced by American Depositary Receipts ("ADRs").  Each ADS represents ten
Ordinary Shares.  As part of our cost reduction  measures,  the offering of ADRs
was terminated on January 20, 2010.  Our Deposit  Agreement with The Bank of New
York Mellon will  terminate on April 20,  2010.  We entered into an amendment to
our Deposit  Agreement on January 20, 2010,  to decrease from one year to thirty
(30) days the amount of time that must pass  after  termination  of the  Deposit
Agreement  before  The Bank of New York  Mellon  may sell any ADRs that have not
been  surrendered.  The Bank of New York Mellon  notified  our ADR  holders,  by
letter dated  January 20, 2010,  of their right to surrender  their ADRs for our
Ordinary  Shares on or before  May 20,  2010.  If any of the ADR  holders do not
surrender  their ADRs for our Ordinary  Shares by May 20, 2010,  The Bank of New
York Mellon will use  reasonable  efforts to sell such ADRs and such ADR holders
will  receive the net  proceeds of sale upon any  subsequent  surrender  of such
ADRs.

       Pursuant  to  the  regulations  of  the  U.S.   Securities  and  Exchange
Commission  ("SEC"),  the Company is considered a U.S.  domestic  registrant and
must file  financial  statements  prepared  under U.S. GAAP. As the Company is a
"Smaller  Reporting  Company" as defined by SEC rules that became  effective  on
February 4, 2008, only two years of financial statements are included herein.

Reclassifications

       Certain  prior  year  information  has been  reclassified  to  conform to
current year presentation.  The  reclassifications  had no effect on net loss or
loss per share.

Cash and Cash Equivalents

       The Group  considers  all  highly  liquid  investments  with an  original
maturity of three months or less to be cash equivalents.


                                       19
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Investments

       As discussed  above,  from January 1, 2008, the Group's primary  business
for financial  reporting  purposes is now considered to be consulting in venture
capital rather than life insurance and annuities.  As such, the Group's  private
equity  investments  are now  carried  at  cost  less  any  other-than-temporary
impairment, if any. Previously, the Group carried its private equity investments
at fair value in accordance with the accounting  guidance  relating to insurance
companies.  With  respect to the  Group's  private  equity  investments  held at
December 31, 2007,  the Group's best estimate of their fair value was their cost
basis.  Therefore,  the change from an insurance company for financial reporting
purposes to a consulting company as of January 1, 2008 did not have an impact on
the carrying values of the Group's private equity  investments.  Marketable debt
and equity  securities  will be carried at fair value should the Group make such
investments in the future.

       As of December  31,  2009 and 2008,  the Group's  only  investments  were
private equity securities.

       As all of the Group's  private equity  investments  for 2009 and 2008 are
less  than  20% in the  investee  companies,  and the  Group  does  not have any
significant  influence  on the  investee  companies,  all such  investments  are
accounted  for in  accordance  with  the cost  method.  The  Group's  management
evaluates  the Group's  investments  for any events or changes in  circumstances
("impairment  indicators")  that may have  significant  adverse  effects  on the
Group's investments. If impairment indicators exist, then the carrying amount of
the  investment is compared to its estimated  fair value.  If any  impairment is
determined to be other-than-temporary,  then a realized investment loss would be
recognized during the period in which such  determination is made by the Group's
management.

       The accounting guidance for fair value measurements defines fair value as
the  price  that  would  be  received  to sell an asset  or paid to  transfer  a
liability  in  an  orderly   transaction  between  market  participants  at  the
measurement date (an exit price).  That accounting guidance has also established
a fair value hierarchy that prioritizes the inputs to valuation  techniques used
to  measure  fair  value  into  three  broad  levels.  See  Note 9  "Fair  Value
Measurements  and  Disclosures"  below  for the three  levels of the fair  value
hierarchy.  Level 3 inputs  apply to the  determination  of fair  value  for the
Group's  private equity  investments.  These are  unobservable  inputs where the
determination  of  fair  values  of  investments  requires  the  application  of
significant   judgment.   From  January  1,  2008,   only   other-than-temporary
impairments  will be  recognized  and the  carrying  value of a  private  equity
investment  cannot be  increased  above its cost  unless  the  investee  company
completes  an initial  public  offering or is acquired.  During 2009,  the Group
determined  that  impairment  indicators  existed for one of its private  equity
investments,  and then determined that the impairment was  other-than-temporary.
The Group recognized a realized investment loss in its consolidated statement of
operations  totaling  $200,000 on this  investment  during the first  quarter of
2009.  It is possible that the factors  evaluated by management  and fair values
will change in subsequent  periods,  resulting in material impairment charges in
future periods.

       When a quoted  market price is available  for a security,  the Group uses
this price to determine  fair value.  If a quoted  market price is not available
for a  security,  management  estimates  the  security's  fair  value  based  on
appropriate  valuation   methodologies.   Management's  valuation  methodologies
include  fundamental  analysis that evaluates the investee company's progress in
developing  products,  building  intellectual  property  portfolios and securing
customer  relationships,  as well as overall industry conditions,  conditions in
and  prospects  for the  investee's  geographic  region,  overall  equity market
conditions,  and the level of financing  already secured and available.  This is
combined  with  analysis of comparable  acquisition  transactions  and values to
determine if the security's liquidation preferences will ensure full recovery of
the  Group's  investment  in a  likely  acquisition  outcome.  In its  valuation
analysis,  management also considers the most recent  transaction in a company's
shares.


                                       20
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

       Realized  gains and losses on securities are included in net income using
the specific  identification  method. Any  other-than-temporary  declines in the
fair value of the Group's  investments,  below the cost or amortized cost basis,
are recognized as realized  investment losses in the consolidated  statements of
operations.  The cost  basis of such  securities  is  adjusted  to  reflect  the
write-down recorded.

Property, Equipment and Leasehold Improvements

       Property,  equipment and leasehold  improvements  are stated at cost less
accumulated depreciation. Depreciation is calculated on a straight-line basis at
rates  sufficient to write-off such assets over their estimated  useful lives on
the following basis:

       Furniture and equipment                          -  five years
       Computer equipment, including software           -  three to five years
       Leasehold improvements                           -  life of lease

       Assets held under capital leases are included in property,  equipment and
leasehold  improvements  and are depreciated  over their estimated useful lives.
The future  obligations  under these leases are included in accounts payable and
accruals.  Interest  paid on  capital  leases is  charged  to the  statement  of
operations over the periods of the leases.

Life Insurance Policy Liabilities, Revenues and Expenses

       Life insurance policy liabilities,  premium revenues and related expenses
were  accounted  for  in  accordance  with  accounting  guidance  for  insurance
enterprises as follows:

       i)  Life  insurance  policy   liabilities  for  deferred  annuities  were
accounted  for as  investment-type  insurance  products  and  were  recorded  at
accumulated value (premiums received, plus accrued interest to the balance sheet
date, less withdrawals and assessed fees);

       ii) Revenues for investment-type  insurance products consisted of charges
assessed against policy account values for surrenders; and

       iii)  Benefits for  investment-type  insurance  products  were charged to
expense  when  incurred  and reflect  the claim  amounts in excess of the policy
account balance.  Expenses for  investment-type  products  included the interest
credited to the policy account balance.

Revenue Recognition

       Consulting fees are recognized in income on an accrual basis,  based upon
when services are performed and in accordance with accounting  revenue guidance.
Under the guidance, revenue is realized or realizable and earned when persuasive
evidence of an arrangement  exists,  delivery has occurred or services have been
rendered,  the  seller's  price  to the  buyer  is fixed  and  determinable  and
collectibility  is  reasonably  assured.  Performance  based  revenues  under  a
consulting  arrangement  are not recorded  until the  payments  are earned,  the
client  has  acknowledged  the  liability  in  writing  and   collectibility  is
reasonably assured.

       Investment  income  comprises  interest on fixed maturity  securities and
cash balances and is accounted for on an accrual basis.  Dividends are accounted
for when declared.


                                       21
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Share Based Compensation

Equity compensation plan

       The London Pacific Group 1990 Employee Share Option Trust ("ESOT"), which
was approved by shareholders in 1990, provides for the granting of share options
to employees and directors. Such grants to employees and directors are generally
exercisable in four equal annual  installments  beginning one year from the date
of grant, subject to employment continuation, and expire seven to ten years from
the date of grant.  Until August 2008,  options were  generally  granted with an
exercise  price equal to the fair market value of the  underlying  shares at the
date of grant.  On August 19,  2008,  the exercise  price of  4,450,000  options
granted on March 27, 2007 to employees  and directors was modified from $0.10 to
$0.31,  the net book value of the shares as of December 31, 2006.  Until further
notice,  new option  grants  will have an  exercise  price equal to the net book
value of the shares as of the end of the previous quarter.

Share based compensation expense

       The accounting  guidance for share based payments  establishes  standards
for the  accounting  of  transactions  in which an entity  exchanges  its equity
instruments  for  goods  or  services,  primarily  focusing  on  accounting  for
transactions  where an entity obtains  employee  services in share based payment
transactions.  A public  entity is  required  to  measure  the cost of  employee
services  received in  exchange  for an award of equity  instruments,  including
share  options,  based on the fair value of the award on the grant date,  and to
recognize it as compensation expense over the period the employee is required to
provide service in exchange for the award, usually the vesting period. Companies
are  required to estimate  the fair value of share based  payment  awards on the
date of grant  using an option  pricing  model.  The value of the portion of the
award that is  ultimately  expected to vest is  recognized  as expense  over the
requisite service periods in the Company's consolidated statement of operations.

       Share based compensation expense recognized in the Company's consolidated
statement of operations  for the year ended  December 31, 2009 and 2008 includes
compensation  expense for share options  granted prior to, but not yet vested as
of December  31,  2005,  as well as  compensation  expense for  4,500,000  share
options  granted to employees  and  directors on March 27, 2007,  and  3,450,000
share  options  granted to employees  and directors on August 20, 2008. No share
options  were granted  during 2006 or 2009.  The  accounting  guidance for share
based  payment  requires  forfeitures  to be  estimated at the time of grant and
revised,  if necessary,  in subsequent periods if actual forfeitures differ from
those estimates.  Share based compensation  expense calculated is to be based on
awards ultimately  expected to vest, and therefore the expense should be reduced
for estimated  forfeitures.  The  Company's  estimated  forfeiture  rate of zero
percent  for the first  six  months of 2008 and for the full year 2009 was based
upon the fact that all unvested  options related to  longstanding  employees and
directors.   However,  in  September  2008,  an  employee  gave  notice  of  his
resignation  effective at the end of October 2008. As such,  2,900,000  unvested
options were forfeited on October 31, 2008. As these  forfeitures  were expected
as of September 30, 2008,  share based  compensation  expense was reduced in the
third quarter of 2008 by $18,000.  This  represents  the reversal of share based
compensation  expense  amortization through the third quarter of 2008 related to
the 2,900,000 unvested and forfeited  options.  In August 2008, the Company gave
notice to its then Chief Financial Officer that his current employment agreement
would end on June 30, 2009. As a result, this employee forfeited 500,000 options
that  were  unvested  as of  June  30,  2009.  The  Company's  net  share  based
compensation  expense for 2009 reflects the forfeiture of the 500,000 options. A
further  2,700,000  vested  options were  forfeited  by the  ex-Chief  Financial
Officer on July 31, 2009 as they expired, unexercised.  Despite the departure of
these two  employees,  the Group's  management  continues to believe that a zero
percent forfeiture rate for future periods is appropriate.

                                       22
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

       The accounting  guidance for share based payment  requires the cash flows
resulting  from the tax benefits  resulting from tax deductions in excess of the
compensation  cost  recognized  for those  options to be classified as financing
cash flows.  As there were no share option  exercises  during 2009 or 2008,  the
Company had no related tax benefits during those years.

       The fair value of share  option  grants to  employees  and  directors  is
calculated using the Black-Scholes  option pricing model, even though this model
was developed to estimate the fair value of freely tradable,  fully transferable
options  without  vesting  restrictions,  which  differ  significantly  from the
Company's  share  options.  The  Black-Scholes  model also  requires  subjective
assumptions,  including  future  share price  volatility  and  expected  time to
exercise,  which  greatly  affect the  calculated  values.  The expected term of
options  granted is derived  from  historical  data on  employee  exercises  and
post-vesting employment termination behavior. The risk-free rate is based on the
U.S.  Treasury  rates in effect during the  corresponding  period of grant.  The
expected volatility is based on the historical volatility of the Company's share
price.  These factors  could change in the future,  which would affect the share
based compensation expense in future periods, if the Company,  through the ESOT,
should grant additional share options.

Income Taxes

       The Group accounts for income taxes under the asset and liability method.
Under this  method the Group  recognizes  taxes  payable or  refundable  for the
current  year,  and  deferred  tax  assets  and  liabilities  due  to  temporary
differences in the basis of assets and liabilities  between amounts recorded for
financial statement and tax purposes.

       The Group provides a valuation  allowance for deferred  income tax assets
if it is more likely than not that some portion of the deferred income tax asset
will not be realized. The Group includes in income any increase or decrease in a
valuation  allowance that results from a change in  circumstances  that causes a
change in judgment  about the  realization  of the related  deferred  income tax
asset.

       The Group includes in additional paid-in capital the tax benefit on share
options  exercised during the period to the extent that such exercises result in
a permanent  difference  between financial  statement and tax basis compensation
expense.

Earnings Per Share and ADS

       Basic  earnings per share is calculated by dividing net income or loss by
the weighted-average number of Ordinary Shares outstanding during the applicable
period,  excluding  shares  held by the ESOT and the ALOT which are  regarded as
treasury  stock for the  purposes  of this  calculation.  The Company has issued
employee share options, which are considered potential common stock. The Company
has also issued  Ordinary  Share  warrants to the Bank of Scotland in connection
with the Company's bank facility (now  terminated),  which were also  considered
potential common stock. However, these warrants expired, unexercised, subsequent
to year-end 2009 on February 14, 2010.  Diluted earnings per share is calculated
by  dividing  net  income  by the  weighted-average  number of  Ordinary  Shares
outstanding  during the  applicable  period as  adjusted  for these  potentially
dilutive  options and warrants which are determined based on the "Treasury Stock
Method."

       Loss per ADS is equivalent to ten times loss per Ordinary Share.

Comprehensive Income

       The Company had no other  comprehensive  income or loss for 2009 or 2008.
Therefore,   the  Company's  comprehensive  loss  was  equal  to  the  Company's
consolidated net loss for these periods.


                                       23
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Recently Issued Accounting Pronouncements

       In December 2007, the Financial  Account  Standards Board ("FASB") issued
new accounting  guidance relating to  non-controlling  interests in consolidated
financial  statements.   This  guidance  establishes  accounting  and  reporting
standards to improve the relevance,  comparability and transparency of financial
information that a reporting entity provides in its financial  statements.  This
guidance  became  effective for fiscal years  beginning on or after December 15,
2008.  The  adoption of this  guidance  did not have an impact on the  Company's
consolidated financial statements.

       In February 2008,  the FASB issued new accounting  guidance which delayed
the effective date to fiscal years ending after November 15, 2008 for fair value
accounting for all non-financial  assets and liabilities,  except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis.  The  adoption  of this  guidance  as of  January 1, 2009 did not have an
impact on the Company's consolidated financial statements.

       In April 2009,  the FASB issued  additional  guidance on estimating  fair
value when the  volume  and level of  activity  for an asset or  liability  have
significantly  decreased  and is  effective  for  interim  and annual  reporting
periods ended after June 15, 2009.  The Company's  adoption of this standard did
not have an impact on the Company's consolidated financial statements.

       In May 2009,  the FASB  issued  new  accounting  guidance  related to the
accounting  for and disclosure of events that occur after the balance sheet date
but before  financial  statements  are  issued or  available  to be issued.  The
guidance  sets forth (1) the period  after the balance  sheet date during  which
management of a reporting entity should evaluate events or transactions that may
occur for potential recognition or disclosure in the financial  statements;  (2)
the circumstances  under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements;  and (3) the
disclosures  that an  entity  should  make  about  events or  transactions  that
occurred  after the balance sheet date.  This statement is effective for interim
or annual periods ending after June 15, 2009. The Company  adopted this guidance
in the second  quarter of 2009.  The  adoption of this  guidance did not have an
impact on the Company's consolidated financial statements.

       In June 2009, the FASB issued the FASB Accounting Standards  Codification
("ASC").  The ASC has  become the  authoritative  source of  generally  accepted
accounting  principles in the United States. Rules and interpretive  releases of
the SEC under federal securities laws are also sources of authoritative GAAP for
SEC  registrants.  ASC became  effective  for  financial  statements  issued for
interim and annual periods ending after September 15, 2009. The adoption did not
have an impact on the financial results of the Company.

       In  January  2010,  the FASB  issued new  guidance  related to fair value
disclosures.  This  amended  guidance  requiring  disclosures  about  inputs and
valuation  techniques is used to measure fair value as well as disclosure  about
significant  transfers,  beginning in the first  quarter of 2010.  Additionally,
these amended  standards require  presentation of disaggregated  activity within
the reconciliation  for fair value  measurements using significant  unobservable
inputs  (Level 3),  beginning in the first quarter of 2011. We do not expect the
adoption  of  this  guidance  to  have  a  material   impact  on  the  Company's
consolidated financial statements.

Use of Estimates

       The  preparation  of financial  statements in  conformity  with U.S. GAAP
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities as of the date of these consolidated financial statements as well as
the reported amount of revenues and expenses during this reporting  period.  The
Group's management's  estimates are based on historical  experience,  input from
sources  outside of the Company,  and other  relevant  facts and  circumstances.
Actual results could differ materially from those estimates. Accounting policies
that include


                                       24
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

particularly  significant estimates include the assessment of recoverability and
measuring  impairment of private equity  investments,  investment and impairment
valuations,  measurement of deferred tax assets and the corresponding  valuation
allowances,  fair value  estimates  for the expense of employee  share  options,
valuation of accounts  receivable,  and  estimates  related to  commitments  and
contingencies.

Note 2.    Investments

       See Note 1  "Summary  of  Significant  Accounting  Policies"  above for a
discussion of the Group's  accounting  policies with respect to its investments.
As of December  31, 2009 and 2008,  the Group's  only  investments  were private
equity  securities.  As of  December  31,  2008,  the  carrying  value  of these
investments totaled $1,484,000, which represented their estimated fair value and
which  was also  their  cost  basis.  Early in 2009,  the  Group  recognized  an
other-than-temporary  impairment  loss  totaling  $200,000 on one of its private
equity investments. Later in 2009, the Group participated at its pro-rata share,
$57,000,  in an $11.1 million bridge  financing in order to protect its existing
investment  in this company by  offsetting a receivable  for $57,000,  which was
later converted into preferred stock and warrants for preferred stock.  Near the
end of 2009, after the company reported a tripling of sales and a profit for the
quarter ending June 30, 2009, the Group purchased $128,000 ($117,000 in cash and
conversion of the remaining $11,000  receivable) of preferred stock as part of a
$12.5 million new financing in this company at a substantially  lower valuation.
Despite  these  improvements,  having  reported  in the  first  quarter  2009 an
other-than-temporary  impairment  loss,  accounting  rules do not  permit  us to
recognize any gain until an event of liquidity.  Aggregate carrying value of all
the Group's investments was $1,469,000 as of December 31, 2009.

Investment Concentration and Risk

       As of December  31,  2009,  the Group's  investments  consisted  of three
private equity  securities with  individual  carrying values of less then 10% of
the Group's  shareholders'  equity.  One of these  investments,  with a carrying
value of $485,000,  is in preferred  stock and warrants of a technology  company
(the company  referenced  above) that was a consulting  client of BICC.  Another
investment,  with a carrying value of $140,000, is in preferred stock of another
technology  company  that was a consulting  client of BICC in prior  years.  The
third investment has a carrying value of $844,000 and is in preferred stock of a
technology company.

         The Group held no fixed maturity securities as of December 31, 2009 and
2008.

Distributions from Securities Litigation Settlements

       In February 2008, the Group received a $270,000 payment  representing the
final  distribution from the WorldCom,  Inc.  securities  litigation.  LPAL held
certain  WorldCom,  Inc.  publicly traded bonds which it sold at a loss in 2002.
This  payment  recovers  part of  LPAL's  realized  loss on the  WorldCom  bonds
recognized in 2002.

       In December 2008, the Group received a $1.37 million partial distribution
from the  Enron  Corporation  securities  litigation.  LPAL held  certain  Enron
Corporation  publicly  traded bonds which it sold at a loss in 2002. In December
2009,  the  Group  received  an  additional  $264,000  payment  from  the  Enron
Corporation  securities  litigation.  These two payments  totaling  almost $1.64
million  recover part of LPAL's  realized  loss on the Enron  Corporation  bonds
recognized  in 2002.  The  timing and amount of future  Enron  distributions  is
currently uncertain.




                                       25
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 3.    Property and Equipment

       Property  and  equipment  are  carried  at  cost  and  consisted  of  the
following:
<TABLE>
<CAPTION>
                                                                                              December 31,
                                                                                     ------------------------------
                                                                                         2009              2008
                                                                                     ------------      ------------
                                                                                              (In thousands)
<S>                                                                                  <C>               <C>
Property, equipment and leasehold improvements....................................   $        187      $        186
Accumulated depreciation..........................................................           (181)             (177)
                                                                                     ------------      ------------
Property and equipment, net.......................................................   $          6      $          9
                                                                                     ------------      ------------
                                                                                     ------------      ------------
</TABLE>

 Note 4.    Life Insurance Policy Liabilities

       An analysis of life insurance policy liabilities is as follows:
<TABLE>
<CAPTION>
                                                                                              December 31,
                                                                                     ------------------------------
                                                                                         2009              2008
                                                                                     ------------      ------------
                                                                                             (In thousands)
<S>                                                                                  <C>               <C>
Deferred annuities - policyholder contract deposits...............................   $          -      $         72
Other policy claims and benefits..................................................              -                34
                                                                                     ------------      ------------
                                                                                     $          -      $        106
                                                                                     ------------      ------------
                                                                                     ------------      ------------
</TABLE>

Note 5.   Statutory Financial Information and Restrictions

       LPAL was  previously  regulated by the JFSC,  and under  Article 6 of the
Insurance  Business  (Jersey)  Law 1996,  was  permitted  to  conduct  long-term
insurance  business.  The JFSC required LPAL to submit annual audited  financial
statements (prepared under U.S. GAAP which is permitted),  and an audited annual
filing in the format  consistent  with that required by the  Financial  Services
Authority in the United Kingdom. The annual filing submitted by LPAL to the JFSC
was accompanied,  as required, by a Certificate from the Appointed Actuary which
stated that, based on sufficiently prudent  assumptions,  assets were sufficient
to cover  all  liabilities.  The  annual  filing  contained  a  report  from the
Appointed Actuary on the matching of investments to liabilities.

       The JFSC set out the conditions  under which LPAL complied and determined
the reporting requirements and frequency of reporting. These conditions required
that:  (i) LPAL  hold,  at all  times,  approved  assets  at least  equal to the
long-term  insurance fund plus the required minimum  solvency  margin,  (ii) the
margin of solvency must be the greater of  (pound)50,000 or 2.5% of the value of
the  long-term  business  fund,  and (iii)  assets equal to not less than 90% of
liabilities must be placed with approved independent custodians.  As of December
31, 2009, LPAL met all of these conditions.

       LPAL was also required  under the  insurance  laws to appoint an actuary.
The actuary  needed to be qualified as defined under Jersey law and was required
to supervise the long-term insurance fund. No transfers,  except in satisfaction
of  long-term  insurance  business  liabilities,   were  permitted  from  LPAL's
long-term  insurance  fund without the consent of LPAL's  directors and actuary.
Dividends required the approval of the JFSC. In April 2008, the Company obtained
approval from the JFSC for LPAL to make dividend  payments up to a total of $5.0
million to the Company in the future. As a condition of the JFSC's approval, the
Company agreed to provide financial support to LPAL in the unlikely event LPAL's
funds were insufficient to pay off its policy  liabilities  totaling $106,000 as
of December 31, 2008, as well as the operational costs of LPAL. LPAL

                                       26
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

ceased  business  on  September  30,  2009,  and on January 14,  2010,  the JFSC
approved LPAL's  Cessation Of Business Plan ("COBP") and cancelled its insurance
permit.  As of December 31, 2009, the JFSC had not yet approved LPAL's COBP, and
accordingly,  as of December  31,  2009,  the cash  balances of $2.8 million and
private equity investments of $844,000 held by LPAL were restricted as disclosed
in the footnote to the balance sheet.

Note 6.    Income Taxes

       The Company has adopted the FASB guidance on accounting  for  uncertainty
in income taxes. The Company's management believes that its income tax positions
would be sustained upon examination by appropriate  taxing  authorities based on
the  technical  merits of such  positions,  and  therefore  the  Company has not
provided for any  unrecognized  tax benefits at the adoption date, and there has
been no change to the $0 of  unrecognized  tax  benefits  in 2008 and 2009.  The
Company's tax returns remain subject to  examination by taxing  authorities  for
the tax years 2005 through 2008 and for 2009 once the returns are filed in 2010.

       The Group is subject to taxation on its income in all  countries in which
it operates  based upon the taxable  income  arising in each  country.  However,
realized  gains on certain  investments  are  exempt  from  Jersey and  Guernsey
taxation.  This tax  benefit  which may not recur has  reduced the tax charge in
2009 and 2008.

       The Group is  subject  to income  tax in Jersey at a rate of 20%  through
2008 and 0% for 2009. In the United States, the Group is subject to both federal
and California taxes at rates up to 34% and 8.84%, respectively.

       A  breakdown  of  the  Group's  book  loss  before  income  taxes  by tax
jurisdiction follows:
<TABLE>
<CAPTION>

                                                                                         Year Ended December 31,
                                                                                     ------------------------------
                                                                                         2009              2008
                                                                                     ------------      ------------
                                                                                             (In thousands)
Income (loss) before income taxes:
<S>                                                                                  <C>                       <C>
Jersey, Guernsey and United Kingdom...............................................   $     (1,433)             (476)
United States.....................................................................           (865)           (1,091)
                                                                                     ------------      ------------
Total income (loss) before income taxes...........................................   $     (2,298)     $     (1,567)
                                                                                     ------------      ------------
                                                                                     ------------      ------------
</TABLE>


                                       27
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

       The  provision  for income  taxes  differs  from the amount  computed  by
applying the Jersey,  Channel Islands  statutory  income tax rate of 0% for 2009
and 20% for 2008 to the losses before income taxes.  The sources and tax effects
of the difference are as follows:
<TABLE>
<CAPTION>
                                                                                         Year Ended December 31,
                                                                                     ------------------------------
                                                                                         2009              2008
                                                                                     ------------      ------------
                                                                                            (In thousands)
<S>                                                                                  <C>               <C>
Income tax expense (benefit) computed at Jersey statutory income tax
   rate of 0% for 2009 and 20% for 2008...........................................   $          -      $       (313)
Realized and unrealized investment gains not subject to taxation
   in Jersey......................................................................              -              (229)
Other losses not deductible in Jersey.............................................              -               289
Income not taxable in Guernsey....................................................              -                 -
Tax expense (benefit) on losses at higher than 0% and 20% statutory Jersey rate:
   Losses in the U.S..............................................................           (370)             (249)

Increase (decrease) in valuation allowance........................................            369              (359)
Utilization of net operating loss carryforwards by a federal consolidated
   tax group affiliate (1)........................................................          1,830                 -
Decrease in valuation allowance related to utilization of net operating loss
   carryforwards by a federal consolidated tax group affiliate (1)................         (1,830)                -
Expiration of net operating loss carryforwards of U.S. entities...................            173                 -
Decrease in valuation allowance related to expiration of net operating loss
   carryforwards..................................................................           (173)                -
 Other............................................................................            (10)              147

                                                                                     ------------      ------------
Actual tax expense (benefit) .....................................................   $        (11)     $          4
                                                                                     ------------      ------------
                                                                                     ------------      ------------
</TABLE>

(1) See discussion below regarding the inclusion of non-consolidated federal tax
group affiliate.

       The components of the actual tax expense (benefit) were as follows:
<TABLE>
<CAPTION>

                                                                                          Year Ended December 31,
                                                                                     ------------------------------
                                                                                         2009              2008
                                                                                     ------------      ------------
                                                                                               (In thousands)
<S>                                                                                  <C>               <C>
Jersey, Guernsey and United Kingdom:
   Current tax expense............................................................   $          -      $          -
   Deferred tax expense...........................................................              -                 -

United States:
   Current tax expense (benefit) .................................................            (11)                4
   Deferred tax expense...........................................................              -                 -

                                                                                     ------------      ------------
Total actual tax expense .........................................................   $        (11)     $          4
                                                                                     ------------      ------------
                                                                                     ------------      ------------
</TABLE>

       The  Group  recognizes  assets  and  liabilities  for  the  deferred  tax
consequences  of  temporary  differences  between  the tax basis of  assets  and
liabilities  and their  reported  amounts  in the  financial  statements.  These
temporary  differences  will result in taxable or  deductible  amounts in future
years when the  reported  amounts of assets and  liabilities  are  recovered  or
settled.   The  deferred  income  tax  assets  are  reviewed   periodically  for
recoverability  and valuation  allowances  are provided as  necessary.  Deferred
income tax assets and liabilities

                                       28
<PAGE>


                 BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


are  disclosed  net in the  consolidated  financial  statements  when they arise
within the same tax jurisdiction and tax return.

       The tax effects of temporary  differences  that give rise to  significant
portions of the deferred  income tax assets and deferred  income tax liabilities
are  presented  below.  As of December  31, 2009 and  December  31,  2008,  full
valuation  allowances  were  provided on the net deferred tax assets of the U.S.
tax group due to the uncertainty of generating  future taxable income or capital
gains to benefit from the deferred tax assets.
<TABLE>
<CAPTION>


                                                                                              December 31,
                                                                                     ------------------------------
                                                                                         2009              2008
                                                                                     ------------      ------------
                                                                                             (In thousands)
U.S. subsidiaries:
<S>                                                                                  <C>               <C>
Deferred income tax assets:
Net operating loss carryforwards..................................................   $      4,231      $      5,868
Deferred compensation.............................................................              3                 3
Other assets......................................................................              5                 2
Valuation allowance...............................................................         (4,239)           (5,873)
                                                                                     ------------      ------------
Net deferred income tax assets - U.S. subsidiaries................................   $          -      $          -
                                                                                     ------------      ------------
                                                                                     ------------      ------------
</TABLE>
       As of December  31,  2009,  the Group's  U.S.  subsidiaries  have pre-tax
federal net operating loss  carryforwards of approximately $9.1 million expiring
as follows:  approximately  $0.8 million in 2011, and approximately $8.3 million
from  2020 to 2029.  These  subsidiaries  have  California  net  operating  loss
carryforwards  of  approximately  $12.8 million  expiring from 2014 to 2029. The
Group has  recorded  a full  valuation  allowance  for the  deferred  tax assets
arising  from these  carryforward  amounts as of  December  31,  2009 due to the
uncertainty of generating future taxable income to benefit from the deferred tax
assets.

       The Company's  Jersey,  Channel Islands  subsidiaries  have net operating
loss  carryforwards  of  approximately  $19.5  million as of December  31, 2009;
however, no deferred tax assets, and no corresponding  valuation reserves,  have
been recorded for these net operating loss carryforwards due to the introduction
of a new tax  system  in Jersey  in 2009  when the tax rate for  certain  Jersey
corporations  became zero.  The  Company's  tax rate for its Jersey  entities is
zero.

       During the third quarter of 2008, the Internal  Revenue  Service issued a
private  letter ruling that the Group's U.S.  holding  company,  Berkeley  (USA)
Holdings Limited ("BUSA"),  should include London Pacific Life & Annuity Company
in  Liquidation  ("LCL") in its federal  consolidated  tax returns for tax years
commencing  with 2005. LCL is not considered a variable  interest  entity within
the scope of FASB guidance for the consolidation of variable interest  entities.
BUSA  holds  the  common  stock of LCL but BUSA  does  not  have any  voting  or
management  control  over LCL.  The  financial  statements  of LCL have not been
included in the Company's consolidated financial statements and they will not be
included in the future.

       BUSA and LCL have signed a tax  allocation  and sharing  agreement  dated
March 18, 2009.  Under this agreement,  any benefit to BUSA of utilizing the tax
losses of LCL to  offset  BUSA's  separate  taxable  income  in  BUSA's  federal
consolidated tax returns should BUSA not have any of its own carryforward losses
will be paid by BUSA to LCL, and any benefit to LCL of utilizing  the tax losses
of BUSA to offset LCL's separate  taxable income in BUSA's federal  consolidated
tax returns should LCL not have any of its own carryforward  losses will be paid
by LCL to  BUSA.  Any tax  liabilities,  including  alternative  minimum  taxes,
created by the inclusion of LCL in the federal  consolidated tax returns of BUSA
will be paid by LCL either  directly to the IRS or  reimbursed to BUSA by LCL if
payment is made to the IRS by BUSA. For purposes of computing  allocable federal
income


                                       29
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

tax liability,  BUSA will allocate  taxable income  brackets and exemptions on a
pro-rated basis among members of the affiliated tax group.

       In September  2009,  the Group filed  amended  federal  consolidated  tax
returns  for  2005  through  2007,  and  the  inclusion  of LCL  in the  federal
consolidated tax returns of BUSA for 2005 through 2008 did not result in any tax
liabilities for the Group, except for a $1,585 payment due to the IRS related to
alternative minimum taxes for 2007. As of the end of 2009, LCL has approximately
$42.7 million of net operating loss carryforwards  (unaudited) and approximately
$59.6 million capital loss  carryforwards  (unaudited).  The Group's  management
believes  that  these  loss  carryforwards  should be  sufficient  to offset any
taxable  income  of LCL in the  foreseeable  future.  However,  LCL  could  have
liabilities for  alternative  minimum taxes ("AMT") in future periods due to the
utilization of net operating  losses to offset current taxable  income.  Any AMT
liability  attributable  to LCL  computed  on a stand  alone  basis would be the
responsibility  of LCL, not the Group, and  accordingly,  any such liability has
not been included in the consolidated financial statements of the Company.

Note 7.    Shareholders' Equity

       The Company has authorized 86,400,000 Ordinary Shares with a par value of
$0.05 per  share.  As of  December  31,  2009 and 2008,  there  were  64,439,073
Ordinary Shares issued and outstanding.

       No dividends were declared or paid in 2009 or 2008.

       As of December 31, 2009, the Company has a liability on its  consolidated
balance sheet of $124,000,  representing the amount of dividend checks issued by
the Company's share registrar to shareholders  that have not been cashed. As the
Company  had  previously  remitted  the  full  amount  of the  dividends  to its
registrar,  after a period of time, the registrar  would return the funds to the
Company in the amount of the uncashed dividend checks. Pursuant to the Company's
Memorandum and Articles, any unclaimed dividend after twelve or more years after
the date of its  declaration  shall be  forfeited  and shall  revert back to the
Company.

       Accumulated other  comprehensive loss consists of one component,  foreign
currency  translation  adjustments.  Accumulated  foreign  currency  translation
adjustments were $(399,000) as of both December 31, 2009 and 2008.

       The Group has two share  incentive  plans as  described in Note 10 "Share
Incentive  Plans" below.  Under the terms of these plans,  shares of the Company
may be purchased in the open market and held in trust. These shares are owned by
the employee benefit trusts, which are subsidiaries of the Company for financial
reporting purposes.


                                       30
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

       Changes in the number of shares  held by The  London  Pacific  Group 1990
Employee  Share Option Trust  ("ESOT") and the Agent Loyalty  Opportunity  Trust
("ALOT") were as follows:
<TABLE>
<CAPTION>
                                                                              Year Ended December 31,
                                                                 --------------------------------------------------
                                                                           2009                      2008
                                                                 --------------------------------------------------
                                                                    ESOT         ALOT         ESOT         ALOT
                                                                 ----------   ----------   ----------   -----------
                                                                                  (In thousands)
<S>                       <C>                                        <C>             <C>       <C>              <C>
Shares held as of January 1....................................      13,084          438       13,084           438
Purchased......................................................           -            -            -             -
Exercised......................................................           -            -            -             -
                                                                 ----------   ----------   ----------   -----------
Shares held as of December 31..................................      13,084(1)       438       13,084(1)        438
                                                                 ----------   ----------   ----------   -----------
                                                                 ----------   ----------   ----------   -----------
<FN>
(1) 834,000 shares are held in ADR form.
</FN>
</TABLE>
Warrants

       On November 11, 2002, the Company agreed to grant  1,933,172  warrants to
subscribe  for the Company's  Ordinary  Shares to Bank of Scotland in connection
with the extension of the Group's  credit  facility  (which was fully repaid and
terminated in June 2003). The warrants were granted on February 14, 2003 and had
an exercise price of  (pound)0.1143  (based on the average of the closing prices
of the  Ordinary  Shares over the  trading  days from  November 1, 2002  through
November 11,  2002),  which was higher than the market price of  (pound)0.09  on
November 11, 2002. These warrants were exercisable at any time prior to February
14,  2010 and  their  fair  value  was  determined  to be  $251,125,  based on a
risk-free  rate of 2.80%,  volatility of 179% and a dividend  yield of zero. The
Company  recognized  $30,625 of expense  relating to these warrants in 2002. The
balance of $220,500 was recognized as an expense in 2003, with the corresponding
entries to additional paid-in capital. These warrants expired,  unexercised,  on
February 14, 2010.

Note 8.    Commitments and Contingencies

Lease Commitments

       The Group leases office space under operating  leases.  Total rents under
these  operating  leases were $235,000  (net of sublease  income of $68,000) and
$223,000 (net of sublease  income of $78,000),  for the years ended December 31,
2009 and 2008,  respectively.  Our Jersey and San Francisco  office space leases
expire  in  September  2010 and  October  2010,  respectively.  The Group had no
capital leases as of December 31, 2009 or 2008.

       There are no future minimum lease payments required under  non-cancelable
operating leases with terms of one year or more, as of December 31, 2009.

Guarantees

       Under our Memorandum and Articles of Association,  the Company has agreed
to indemnify  its  officers  and  directors  for certain  events or  occurrences
arising as a result of the officer or  director  serving in such  capacity.  The
maximum  potential  amount of future  payments the Company  could be required to
make under these indemnification  agreements is unlimited.  However, the Company
maintains  directors and officers' liability insurance that limits the Company's
exposure and enables it to recover a portion of any future  amounts  paid.  As a
result of our insurance coverage,  the Company believes the estimated fair value
of these  indemnification  agreements is minimal and has no liabilities recorded
for these agreements as of December 31, 2009.


                                       31
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

       The Company enters into  indemnification  provisions under our agreements
with other companies in our ordinary course of business, typically with business
partners,  clients,  banks and landlords.  Under these  provisions,  the Company
generally  indemnifies  and holds  harmless  the  indemnified  party for  losses
suffered  or  incurred  by the  indemnified  party as a result of the  Company's
activities.  These indemnification provisions sometimes include indemnifications
relating  to  representations  made by the Company  with regard to  intellectual
property rights. These indemnification  provisions generally survive termination
of the underlying agreement. The maximum potential amount of future payments the
Company  could be  required to make under these  indemnification  provisions  is
unlimited.  The Company believes the estimated fair value of these agreements is
minimal.  Accordingly,  the  Company  has  no  liabilities  recorded  for  these
agreements as of December 31, 2009.

Note 9.   Fair Value of Financial Instruments

       The Company adopted the accounting  guidance for fair value  measurements
as of January 1,  2008.  The  accounting  guidance  for fair value  measurements
defines  fair value as the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants at
the measurement  date (an exit price).  The accounting  guidance also outlines a
valuation  framework and creates a fair value hierarchy in order to increase the
consistency  and  comparability  of fair  value  measurements  and  the  related
disclosures. Under U.S. GAAP, certain assets and liabilities must be measured at
fair  value,  and the  accounting  guidance  details  the  disclosures  that are
required for items measured at fair value.  Financial assets and liabilities are
measured  using inputs from three levels of  hierarchy.  The three levels are as
follows:

       Level 1 - Inputs  are  unadjusted  quoted  prices in active  markets  for
identical assets or liabilities  that are accessible by the Company.  During the
twelve months ended  December 31, 2009,  the Company's  Level 1 assets  included
money market mutual funds which are included in cash and cash equivalents in the
consolidated balance sheets.

       Level 2 - Inputs  include quoted prices in markets that are not active or
financial  instruments for which all significant  inputs are observable,  either
directly or indirectly.

       Level 3 -  Unobservable  inputs  for the  asset  or  liability  including
significant  assumptions  of the Company and other  market  participants.  As of
December  31,  2009 and  December  31,  2008,  the  Group  held  $1,469,000  and
$1,484,000,  respectively,  of private equity  investments  which are carried at
cost, as adjusted for other-than-temporary impairments. In order to determine if
any  other-than-temporary  impairments exist, the Group must first determine the
fair values of its private equity investments using Level 3 unobservable inputs,
including the analysis of various  financial,  performance  and market  factors.
During  the  twelve  months  ended  December  31,  2009,  the  Group  recognized
other-than-temporary  impairment  losses totaling $200,000 on one of its private
equity  investments.  The Group's  management  considered the investee company's
declining  cash  position,   less  favorable  business  environment  and  likely
acquisition value in determining the fair value estimates of this investment.


                                       32
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

       The following table presents the Company's fair value  measurements  that
are measured at the estimated fair value, on a recurring  basis,  categorized in
accordance with the fair value hierarchy:
<TABLE>
<CAPTION>
                                                               Quoted Prices
                                                                 In Active   Significant
                                                                Markets For     Other     Significant
                                                                 Identical   Observable   Unobservable
                                                                   Assets       Inputs       Inputs
                                                                 (Level 1)    (Level 2)    (Level 3)      Total
                                                                 ----------   ----------   ----------   -----------
                                                                                    (In thousands)
<S>                                                              <C>          <C>          <C>          <C>
As of December 31, 2009:
Money market funds.............................................  $        -   $    4,008   $        -   $     4,008

As of December 31, 2008:
Money market funds.............................................  $        -   $      328   $        -   $       328

</TABLE>


       Certain assets are measured at fair value on a nonrecurring  basis;  that
is, the  instruments  are not measured at fair value on an ongoing basis but are
subject to fair value  adjustment  only in certain  circumstances  (for example,
when there is evidence of impairment). During 2009 and 2008 the Company recorded
an  impairment  charge of $200,000  and  $500,000  respectively  relating to the
private equity  investments.  See Note 2 for discussion of the investments.  The
Company classifies these measurements as Level 3.
<TABLE>
<CAPTION>
                                                               Quoted Prices
                                                                 In Active   Significant
                                                                Markets For     Other     Significant
                                                                 Identical   Observable   Unobservable
                                                                   Assets       Inputs       Inputs
                                                                 (Level 1)    (Level 2)    (Level 3)      Total
                                                                 ----------   ----------   ----------   -----------
                                                                                    (In thousands)
<S>                                                              <C>          <C>          <C>          <C>
As of December 31, 2009:
Private equity investments.....................................           -            -        1,469         1,469

As of December 31, 2008:
Private equity investments.....................................           -            -        1,484         1,484

</TABLE>

         Cash and cash equivalents,  accounts  receivable,  interest receivable,
prepaid  expenses  and  deposits,  accounts  payable and accrued  expenses,  and
insurance  policyholder  liabilities are reflected in the  consolidated  balance
sheets at carrying  values which  approximate  fair values due to the short-term
nature of these instruments.

Note 10.    Share Incentive Plans

       The  Group has two  share  incentive  plans  for  employees,  agents  and
directors of Berkeley  Technology  Limited and its subsidiaries that provide for
the issuance of share options and stock appreciation rights.

Employee Share Option Trust

       The London Pacific Group 1990 Employee Share Option Trust ("ESOT"), which
was approved by shareholders in 1990, provides for the granting of share options
to employees and directors.  The  objectives of this plan include  retaining the
best personnel and providing for additional performance incentives.  Such grants
to  employees  and  directors  are  generally  exercisable  in four equal annual
installments  beginning  one year from the date of grant,  subject to employment
continuation, and expire seven to ten years from the date of grant. Until August
2008,  options were  generally  granted with an exercise price equal to the fair
market value of the


                                       33
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

underlying  shares at the date of grant.  On August 19, 2008, the exercise price
of 4,450,000  options  granted on March 27, 2007 to employees  and directors was
modified  from  $0.10 to $0.31  cents,  the net book  value of the  shares as of
December 31, 2006. Until further notice, new option grants will have an exercise
price  equal to the net book value of the  shares as of the end of the  previous
quarter.

         The ESOT may purchase shares of the Company in the open market,  funded
each  year by a loan from the  Company  or its  subsidiaries.  While the loan is
limited  up to an annual  maximum  of 5% of the  consolidated  net assets of the
Group,  the ESOT is not limited as to the number of options that may be granted,
as long as it holds the shares  underlying the total  outstanding  options.  The
loan is secured  by the  shares  held in the  trust,  is  interest-free,  and is
eliminated in the  consolidated  financial  statements.  The ESOT has waived its
entitlement to dividends on any shares held. See Note 7  "Shareholders'  Equity"
for a summary of the share activity within the ESOT.

       Share option  activity for the years ended December 31, 2009 and 2008 was
as follows:
<TABLE>
<CAPTION>
                                                                           2009                     2008
                                                                 -----------------------   ------------------------
                                                                               Weighted-                 Weighted-
                                                                   Number       Average      Number       Average
                                                                    of         Exercise        of        Exercise
(Options in thousands)                                            Options       Price       Options        Price
                                                                 -----------------------   ------------------------
<S>                                                                 <C>       <C>              <C>      <C>
Outstanding as of January 1...................................        9,675   $     1.54        9,625   $      1.45
Granted ......................................................            -            -        3,450          0.30
Forfeited.....................................................       (3,200)        0.43       (3,400)         0.31
Exercised.....................................................            -            -            -             -
Expired.......................................................            -            -            -             -
                                                                 ----------   ----------   ----------   -----------
Outstanding as of December 31.................................        6,475   $     2.09        9,675   $      1.54
                                                                 ----------   ----------   ----------   -----------
                                                                 ----------   ----------   ----------   -----------

Options exercisable as of December 31.........................        4,213   $     3.05        5,538   $      2.47
                                                                 ----------   ----------   ----------   -----------
                                                                 ----------   ----------   ----------   -----------
</TABLE>

       See Note 1 "Summary of Significant  Accounting  Policies" for information
regarding the Group's accounting for share based compensation.



                                       34
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

       Summary  information  about the Group's share options  outstanding  as of
December 31, 2009 is as follows:
<TABLE>
<CAPTION>
                                      Options Outstanding (1)                             Options Exercisable (1)
                        -----------------------------------------------            --------------------------------
                                            Weighted-
                                            Average          Weighted-                                   Weighted-
   Range of                                Remaining         Average                                      Average
  Exercise                  Number        Contractual        Exercise                  Number            Exercise
   Prices                 Outstanding         Life             Price                 Exercisable          Price
------------          ---------------     -----------      ------------            ---------------     ------------
                        (In thousands)        (Years)                               (In thousands)
<S>                         <C>              <C>             <C>                        <C>              <C>
 $0.11 - $0.50                  4,365            7.00        $     0.29                      2,103       $     0.27
  0.51 -  5.00                     20            0.71              2.50                         20             2.50
  5.01 - 10.00                  2,030            1.37              5.41                      2,030             5.41
 10.01 - 21.00                     60            0.67             21.00                         60            21.00
--------------          -------------     -----------      ------------            ---------------     ------------
$0.11 - $21.00                  6,475            5.16        $     2.09                      4,213       $     3.05
--------------          -------------     -----------      ------------            ---------------     ------------
--------------          -------------     -----------      ------------            ---------------     ------------

<FN>
(1) The intrinsic  value of all options  outstanding as of December 31, 2009 was
zero, as the market value of the underlying shares was $0.07 as of that date.
</FN>
</TABLE>
Option valuation and expense information

       The estimated fair value of share option compensation awards to employees
and directors,  as calculated using the Black-Scholes option pricing model as of
the date of grant, is amortized using the straight-line  method over the vesting
period  of the  options.  For the  years  ended  December  31,  2009  and  2008,
compensation  expense  related to employee  share  options  totaled  $55,000 and
$71,000, respectively, and is included in operating expenses in the accompanying
statements of operations.

       On March  27 2007,  4,500,000  options  were  granted  to  employees  and
directors at an exercise  price equal to the fair market value of the underlying
shares on the grant date which was $0.10.  These  options  were valued using the
Black-Scholes  option  pricing model using the following  assumptions:  expected
share  price  volatility  of 66%,  risk-free  interest  rate of 4.52%,  weighted
average expected life of 6.25 years and expected dividend yield of zero percent.
The fair value of the  4,500,000  options was $292,000.  During 2007,  50,000 of
these  options were  forfeited.  As  discussed  above,  on August 19, 2008,  the
exercise  price of the  remaining  4,450,000  options was modified from $0.10 to
$0.31,  the net book value per share as of December 31, 2006.  The fair value of
the  modified  options  was  determined  to be  $160,000,  calculated  using the
Black-Scholes  option  pricing model using the following  assumptions:  expected
share  price  volatility  of 99%,  risk-free  interest  rate of 3.04%,  weighted
average expected life of 4.85 years and expected dividend yield of zero percent.
Using  these same  assumptions,  the fair  value of the  original  4.45  million
options  immediately prior to the exercise price  modification was calculated to
be  $216,000.  As the fair value of the  modified  options is less than the fair
value  of  the  original   options   immediately   before  the  exercise   price
modification,  there is no incremental  cost resulting from the modification and
therefore the original  grant date fair value will continue to be amortized over
the remaining  vesting  schedule to March 27, 2011, less the value of any actual
or expected forfeitures of unvested options.

       On August 20, 2008,  3,450,000  options  were  granted to  employees  and
directors with an exercise  price of $0.30,  the net book value of the shares as
of June 30,  2008.  These  options were valued  using the  Black-Scholes  option
pricing model using the following  assumptions:  expected share price volatility
of 99%, risk-free interest rate of 3.27%, weighted average expected life of 6.25
years  and  expected  dividend  yield of zero  percent.  The  fair  value of the
3,450,000 options was $151,000.

                                       35
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

         During 2009,  875,000  options became vested,  no options were granted,
3,200,000  were forfeited and no options were  exercised.  At December 31, 2009,
there were 6,475,000 options  outstanding with a weighted average exercise price
of $2.09.  There were no in-the-money  options  outstanding at that date. Of the
outstanding options,  4,212,500 were exercisable at December 31, 2009, and these
have a weighted average exercise price of $3.05. The remaining 2,262,500 options
were  unvested at December  31,  2009.  These  unvested  options have a weighted
average  exercise price of $0.30.  As of December 31, 2009,  total  unrecognized
compensation  expense  related to unvested  share options was $88,000,  which is
expected  to be  recognized  as  follows:  $46,000 in 2010,  $28,000 in 2011 and
$14,000 in 2012.

Agent Loyalty Opportunity Trust

       The Agent Loyalty  Opportunity  Trust  ("ALOT") was  established  in 1997
(without   shareholders'   approval)  to  provide  for  the  granting  of  stock
appreciation  rights ("SARs") on the Company's  Ordinary Shares to agents of the
Company's  former U.S. life insurance  subsidiary.  Each award unit entitled the
holder  to cash  compensation  equal to the  difference  between  the  Company's
prevailing  share price and the exercise price. The award units were exercisable
in four equal annual  installments  commencing on the first  anniversary  of the
date of grant  and were  forfeited  upon  termination  of the  agency  contract.
Vesting of the award in any given year was also  contingent on the holder of the
award surpassing a predetermined  benchmark tied to sales and  persistency.  The
SARs expired seven years from the date of grant. No awards have been outstanding
under this plan since 2006.

       The ALOT may purchase  Ordinary  Shares in the open  market,  funded by a
loan from a Group  subsidiary.  The loan is secured  by the  shares  held in the
trust and bears interest  based upon the trust's net income before  interest for
each financial period. The trust receives dividends on all Ordinary Shares held.
The loan, interest income and dividend income are eliminated in the consolidated
financial  statements.  See Note 7  "Shareholders'  Equity" for a summary of the
share activity within the ALOT.

Note 11.     Pension Plan

       The  Group  provided  a defined  contribution  plan for its  former  U.K.
employees.  There are currently no  participants  in the plan.  The Group has no
ongoing  liabilities  associated  with the plan.  Contributions  of $186,000 and
$303,000 were made by the Group to the plan in 2009 and 2008,  respectively.  Of
the 2009 and 2008  contributions,  $159,000  and  $245,000,  respectively,  were
offset by a salary waiver.




                                       36
<PAGE>




                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 12.    Loss Per Share and ADS

       Loss per ADS is equivalent to ten times loss per Ordinary Share.

       A  reconciliation  of the numerators and  denominators  for the basic and
diluted loss per share calculations is as follows:
<TABLE>
<CAPTION>
                                                                                        Year Ended December 31,
                                                                                     ------------------------------
                                                                                         2009              2008
                                                                                     ------------      ------------
                                                                                       (In thousands, except per
                                                                                         share and ADS amounts)
<S>                                                                                  <C>               <C>
Net loss..........................................................................   $     (2,287)     $     (1,571)
                                                                                     ------------      ------------
                                                                                     ------------      ------------

Basic loss per share and ADS:
Weighted-average number of Ordinary Shares outstanding,
   excluding shares held by the employee benefit trusts...........................         50,917            50,917
                                                                                     ------------      ------------
                                                                                     ------------      ------------


Basic loss per share..............................................................   $      (0.04)     $      (0.03)
                                                                                     ------------      ------------
                                                                                     ------------      ------------


Basic loss per ADS................................................................   $      (0.45)     $      (0.31)
                                                                                     ------------      ------------
                                                                                     ------------      ------------


Diluted loss per share and ADS:
Weighted-average number of Ordinary Shares outstanding,
   excluding shares held by the employee benefit trusts...........................         50,917            50,917
Effect of dilutive securities (warrants and employee share options) ..............              -                 -
                                                                                     ------------      ------------
Weighted-average number of Ordinary Shares used in diluted
   loss per share calculations....................................................         50,917            50,917
                                                                                     ------------      ------------
                                                                                     ------------      ------------

Diluted loss per share............................................................   $      (0.04)     $      (0.03)
                                                                                     ------------      ------------
                                                                                     ------------      ------------


Diluted loss per ADS..............................................................   $      (0.45)     $      (0.31)
                                                                                     ------------      ------------
                                                                                     ------------      ------------
</TABLE>
       For the year  ended  December  31,  2009,  there  were no  "in-the-money"
options or warrants,  and therefore no  potentially  dilutive  securities.  As a
result,  if the Company had reported net income for the year ended  December 31,
2009, diluted earnings per share would be the same as basic earnings per share.

Note 13.    Transactions with Related Parties

       The Group paid legal fees of  approximately  $45,000 during 2008 to a law
firm of which one of its directors, Victor A. Hebert, was a member until October
2008.


                                       37
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 14.    Business Segment and Geographical Information

       Prior to the third quarter of 2009,  the Company's  reportable  operating
segments were  classified  according to its  businesses of consulting in venture
capital, and life insurance and annuities.

       As the Company ceased its insurance  business during the third quarter of
2009,  only one  operating  business  remains:  consulting  in venture  capital.
Beginning with the third quarter of 2009,  the Company  changed its reporting of
results to a consulting  company format with only one operating business segment
(consulting in venture capital).  Certain  reclassifications  were made to prior
period  amounts  to  conform  with  the  current  period's  presentation.  These
reclassifications  had no effect on the net income or  shareholders'  equity for
the prior periods.

         Summary  revenue,  interest  income  and net  investment  gain and loss
information  by geographic  segment,  based on the domicile of the Group company
generating those revenues, is as follows:
<TABLE>
<CAPTION>
                                                                                         Year Ended December 31,
                                                                                     ------------------------------
                                                                                         2009              2008
                                                                                     ------------      ------------
                                                                                             (In thousands)

<S>                                                                                  <C>               <C>
Jersey............................................................................   $         75      $      1,409
Guernsey..........................................................................              -                 -
United States.....................................................................            577               612
                                                                                     ------------      ------------
Consolidated revenues and net investment gains and losses.........................   $        652      $      2,021
                                                                                     ------------      ------------
                                                                                     ------------      ------------
</TABLE>

       Total assets by geographic segment were as follows:
<TABLE>
<CAPTION>
                                                                                              December 31,
                                                                                     ------------------------------
                                                                                         2009              2008
                                                                                     ------------      ------------
                                                                                             (In thousands)

<S>                                                                                  <C>               <C>
Jersey............................................................................   $      4,952      $     13,643
Guernsey..........................................................................              1                 1
United States.....................................................................          8,211             1,900
                                                                                     ------------      ------------
Consolidated total assets ........................................................   $     13,164      $     15,544
                                                                                     ------------      ------------
                                                                                     ------------      ------------
</TABLE>
Note 15.    Client Concentration

       The Group's  consulting  revenues  are from a few major  clients.  During
2009, the Group's two largest  consulting  clients  accounted for 63% and 34% of
its consulting revenues while in 2008 the Group's two largest consulting clients
accounted for 71% and 21% of its consulting revenues. No other consulting client
accounted for more than 10% of consulting revenues in 2009 and 2008.

Note 16.    Subsequent Events

       The offering of ADRs was  terminated  on January 20, 2010.  The Company's
Deposit  Agreement  with The Bank of New York Mellon will terminate on April 20,
2010. The Company entered into an amendment to the Deposit  Agreement on January
20, 2010,  to decrease from one year to thirty (30) days the amount of time that
must pass after termination of the Deposit Agreement before The Bank of New York
Mellon may sell any

                                       38
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

ADRs that have not been  surrendered.  The Bank of New York Mellon  notified the
ADR holders, by letter dated January 20, 2010, of their right to surrender their
ADRs for our  Ordinary  Shares  on or  before  May 20,  2010.  If any of the ADR
holders do not surrender their ADRs for our Ordinary Shares by May 20, 2010, The
Bank of New York Mellon will use  reasonable  efforts to sell such ADRs and such
ADR holders will receive the net proceeds of sale upon any subsequent  surrender
of such ADRs.


Item 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE

       None.


Item 9A(T).    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

       Our company's  management,  with the participation of our Chief Executive
and Principal Financial Officer,  evaluated the effectiveness of our "disclosure
controls  and  procedures"  (as defined in the  Securities  Exchange  Act) Rules
13a-15(e)  and  15-d-15(e))  as of the end of the period  covered by this Report
(the "Evaluation  Date").  Based upon that  evaluation,  the Chief Executive and
Principal  Financial  Officer has concluded that as of the Evaluation  Date, our
disclosure  controls and  procedures  are  effective to ensure that  information
required to be  disclosed  by us in the reports that we file or submit under the
Exchange Act (i) is recorded,  processed,  summarized  and reported,  within the
time periods  specified in the SEC's rules and forms and (ii) is accumulated and
communicated  to our  management,  including  our Chief  Executive and Principal
Financial Officer,  as appropriate to allow timely decisions  regarding required
disclosure.

       Our  management,  including our Chief  Executive and Principal  Financial
Officer,  does not expect that our  disclosure  controls and  procedures  or our
internal  controls will prevent all errors and all fraud. A control  system,  no
matter how well  conceived  and  operated,  can  provide  only  reasonable,  not
absolute,  assurance that the objectives of the control system are met. Further,
the design of a control  system must  reflect  the fact that there are  resource
constraints  and the benefits of controls must be  considered  relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected.

Management's Report on Internal Control Over Financial Reporting

       Our company's  management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined in Rule 13a-15(f)
under the  Exchange  Act).  Our  management  assessed the  effectiveness  of our
internal  control over  financial  reporting as of December 31, 2009.  In making
this assessment,  our management used the criteria set forth by the Committee of
Sponsoring    Organizations    of   the   Treadway    Commission   in   Internal
Control-Integrated  Framework. Our management has concluded that, as of December
31, 2009, our internal  control over financial  reporting is effective  based on
these criteria. This annual report does not include an attestation report of our
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's report was not subject to attestation by our registered
public  accounting firm pursuant to temporary rules of the SEC that permit us to
provide only management's report in this annual report.

Changes in Internal Control Over Financial Reporting

       There were no changes in our internal  controls over financial  reporting
that occurred during the fourth quarter of 2009 that have  materially  affected,
or are  reasonably  likely to  materially  affect,  our  internal  control  over
financial reporting.

                                       39
<PAGE>

Item 9B.    OTHER INFORMATION

       None.


                                    PART III

       Certain  information  required by Part III is omitted from this Form 10-K
and is  incorporated  by reference to our  definitive  Proxy  Statement  for the
Annual  Meeting  of  Shareholders  to be held  on  July  30,  2010  (the  "Proxy
Statement"),  which will be filed with the SEC not later than 120 days after the
end of the fiscal year covered by this Form 10-K.

Item 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

       Our executive officers are as follows:

       Arthur I. Trueger,  Executive  Chairman and Principal  Financial Officer:
Mr.  Trueger,  age 61, is the founder and a  principal  shareholder  of Berkeley
Technology  Limited. He has worked for us for more than 30 years and holds A.B.,
M.A. and J.D. degrees from the University of California.

       Information  regarding our directors is  incorporated by reference to the
sections  entitled  "Proposal 2 - Election of Director"  and "Board of Directors
and Committees" in our Proxy Statement.

       Information  regarding  compliance  with Section 16(a) of the  Securities
Exchange Act of 1934, as amended,  is  incorporated  by reference to the section
entitled "Other Information About Directors and Executive Officers" in our Proxy
Statement.

       Information  regarding  our Code of Ethics,  adopted on November 12, 2003
and amended and restated in December 2007, is  incorporated  by reference to the
section entitled "Code of Ethics" in our Proxy Statement.

Item 11.     EXECUTIVE COMPENSATION

       The information required by this Item is incorporated by reference to the
sections entitled "Executive Compensation" and "Directors'  Compensation" in our
Proxy Statement.

Item 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
             RELATED STOCKHOLDER MATTERS

       The information regarding security ownership of certain beneficial owners
and management is incorporated by reference to the section entitled "Information
Regarding  Beneficial  Ownership  of  Principal   Shareholders,   Directors  and
Executive Officers" in our Proxy Statement.



                                       40
<PAGE>


The  following  table  is a  summary  of  selected  information  for our  equity
compensation plans as of December 31, 2009.
<TABLE>
<CAPTION>

                                                                                                   Number of Shares
                                            Number of Shares to        Weighted-Average     Remaining Available for
                                        be Issued Upon Exercise       Exercise Price of       Future Issuance Under
                                        of Outstanding Options,    Outstanding Options,         Equity Compensation
                                            Warrants and Rights     Warrants and Rights                       Plans
                                        -----------------------    --------------------     -----------------------

Equity compensation plans
<S>                                                   <C>                      <C>                           <C>
   approved by shareholders.............              6,475,000 (1)               $2.09                         (1)

Equity compensation plans not
   approved by shareholders.............                     -                        -
                                                ---------------                --------
Total...................................              6,475,000                   $2.09
                                                ---------------                --------
                                                ---------------                --------
<FN>
(1) Our  equity  compensation  plans do not  contain  a limit on the  number  of
    options that may be granted to  employees.  However,  the plans do not allow
    for the issuance of previously  authorized  and unissued  shares to meet the
    obligations of the plans upon an employee option exercise. When an option is
    granted,  the trust that administers the plan borrows funds from the Company
    or one of its  subsidiaries  and uses those funds to purchase  the number of
    shares  underlying  the option grant.  The maximum loan allowed in any given
    year is equal to 5% of consolidated net assets as of the end of the previous
    fiscal year.
</FN>
</TABLE>

       Information  regarding the features of the equity  compensation  plan not
approved  by  shareholders  is  incorporated  by  reference  to  Note  10 to the
Consolidated Financial Statements in Item 8 of this Form 10-K.

Item 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       The information required by this Item is incorporated by reference to the
section entitled "Other  Information About Directors and Executive  Officers" in
our Proxy Statement.

Item 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES

       The information required by this Item is incorporated by reference to the
section  entitled  "Report of the Audit  Committee of the Board of Directors" in
our Proxy Statement.


                                     PART IV

Item 15.     EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as a part of this Form 10-K:

1. Financial Statements: Page

         The following  consolidated financial statements of Berkeley Technology
Limited and subsidiaries are included in Item 8:
<TABLE>
<CAPTION>

<S>                                                                                                           <C>
               Report of Independent Registered Public Accounting Firm......................................  14

               Consolidated Balance Sheets as of December 31, 2009 and 2008.................................  15

               Consolidated Statements of Operations for the Years Ended
                   December 31, 2009 and 2008...............................................................  16

                                       41
<PAGE>


               Consolidated Statements of Cash Flows for the Years Ended
                   December 31, 2009 and 2008...............................................................  17

               Consolidated Statements of Changes in Shareholders' Equity for the Years Ended
                   December 31, 2009 and 2008...............................................................  18

               Notes to the Consolidated Financial Statements...............................................  19

2. Financial Statement Schedules:

         The  following  financial  statement  schedule of  Berkeley  Technology
         Limited and  subsidiaries  is  included  in this Form 10-K  immediately
         following  Item  15  and  should  be  read  in  conjunction   with  the
         consolidated financial statements and notes thereto included in Item 8:

               Schedule I - Condensed Financial Information of Registrant

                   Condensed Balance Sheets as of December 31, 2009 and 2008................................  46

                   Condensed Statements of Operations for the Years Ended
                      December 31, 2009 and 2008............................................................  47

                   Condensed Statements of Cash Flows for the Years Ended
                      December 31, 2009 and 2008............................................................  48

                   Note to Condensed Financial Statements...................................................  49
</TABLE>

         All other financial statement schedules required by Regulation S-X have
         been  omitted   because  they  are  not   applicable  or  the  required
         information  is  included  in  the  applicable  consolidated  financial
         statements  or  notes  thereto  in  Item 8  "Financial  Statements  and
         Supplementary Data" of this Form 10-K.

3. Exhibits:

         The following exhibits of Berkeley  Technology Limited and subsidiaries
         are filed herewith or incorporated by reference as indicated below:

Exhibit
Number       Description
-------      -----------

3.(I).1     Memorandum  and  Articles  of  Association  of  Berkeley  Technology
            Limited, as amended and restated on April 18, 2000 (filed previously
            as  Exhibit  3.(I) to our Form 10-Q for the  quarter  ended June 30,
            2000).

3.(I).2     Certificate of  Incorporation  on Change of Name dated June 12, 2003
            (filed  previously as Exhibit  3.(I).2 to our Form 10-K for the year
            ended December 31, 2003).

4.1         Specimen Ordinary Share certificate (filed previously as Exhibit 4.1
            to our Form 10-K for the year ended December 31, 2000).

4.2         Form of Deposit  Agreement  dated September 25, 1992, as amended and
            restated as of November 24, 1993, as further amended and restated as
            of March 14, 2000, among us, The Bank of New York as Depositary, and
            all  Owners and  Holders  from time to time of  American  Depositary
            Receipts  issued  thereunder  (filed  previously as Exhibit A to our
            Registration  Statement  on Form F-6  (Registration  No.  333-11658)
            dated March 14, 2000).

                                       42
<PAGE>

4.3         Letter  Agreement dated August 25, 1992 between The Bank of New York
            and us  covering  the Basic  Administration  Charge  relating to the
            Deposit  Agreement (shown above as Exhibit 4.2) (filed previously as
            Exhibit  3.8  to  our   Post-Effective   Amendment   No.  2  to  our
            Registration Statement on Form 20-F/A dated August 31, 1993).

4.4         Form of Deposit  Agreement  as amended  and  restated as of June 24,
            2002,  among us, The Bank of New York as Depositary,  and all Owners
            and Holders from time to time of American Depositary Receipts issued
            thereunder (filed previously as Exhibit 4.4 to our Form 10-Q for the
            quarter ended June 30, 2002).

4.4.1       Form of  Amendment  Agreement  to  Deposit  Agreement  entered  into
            January 20, 2010 and effective February 19, 2010.

4.5         Warrant  Agreement  dated  February  14,  2003  between  us and  the
            Governor  and Company of the Bank of  Scotland  relating to the Term
            Loan  and  Guarantee   Facility   dated  December  20,  2002  (filed
            previously  as Exhibit  4.5 to our Form 10-Q for the  quarter  ended
            March 31, 2003).

4.6         Specimen  Ordinary  Share  certificate,  as amended on June 12, 2003
            (filed previously as Exhibit 4.6 to our Form 10-K for the year ended
            December 31, 2003).

10.1.1      Settlement  dated  February  16,  1990 among (1) us, (2) John Gerald
            Patrick Wheeler and (3) Ian Walter Strang,  constituting  The London
            Pacific Group 1990 Employee Share Option Trust (filed  previously as
            Exhibit 3.2 to our  Post-Effective  Amendment No. 2 to  Registration
            Statement on Form 20-F/A dated August 31, 1993).

10.1.2      Executed  Instrument  dated  March 18,  1994  among (1) John  Gerald
            Patrick Wheeler, (2) Ian Walter Strang and (3) Richard John Pirouet,
            relating to The London  Pacific  Group 1990  Employee  Share  Option
            Trust (filed  previously  as Exhibit  3.2.1 to our Annual  Report on
            Form 20-F dated June 10, 1994).

10.1.3      Executed  Instrument  dated  September 27, 1994 among (1) Ian Walter
            Strang,  (2)  Richard  John  Pirouet  and (3) Clive  Aubrey  Charles
            Chaplin,  relating to The London  Pacific Group 1990 Employee  Share
            Option Trust (filed previously as Exhibit 3.2.2 to our Annual Report
            on Form 20-F dated June 29, 1995).

10.1.4      Executed Instrument dated March 3, 1995 among (1) Ian Walter Strang,
            (2) Richard  John  Pirouet  and (3) Clive  Aubrey  Charles  Chaplin,
            relating to The London  Pacific  Group 1990  Employee  Share  Option
            Trust (filed  previously  as Exhibit  3.2.3 to our Annual  Report on
            Form 20-F dated June 29, 1995).

10.1.5      Executed  Instrument  dated  August 22, 1996 among (1) Richard  John
            Pirouet,  (2) Clive Aubrey  Charles  Chaplin and (3) Ronald  William
            Green,  relating to The London  Pacific  Group 1990  Employee  Share
            Option Trust (filed previously as Exhibit 3.2.4 to our Annual Report
            on Form 20-F dated June 30, 1997).

10.1.6      Executed  Instrument  dated  August 29, 1998 among (1) Richard  John
            Pirouet,  (2) Clive Aubrey Charles Chaplin, (3) Ronald William Green
            and (4) Victor Aloysius Hebert, relating to The London Pacific Group
            1990 Employee Share Option Trust (filed  previously as Exhibit 3.2.5
            to our Annual Report on Form 20-F dated June 30, 1999).

10.1.7      Executed  Instrument  dated  May 31,  2000  among (1)  Richard  John
            Pirouet,  (2) Clive Aubrey Charles Chaplin, (3) Ronald William Green
            and (4) Victor Aloysius Hebert, relating to The London Pacific Group
            1990 Employee Share Option Trust (filed previously as Exhibit 10.2.1
            to our Form 10-Q for the quarter ended September 30, 2000).

                                       43
<PAGE>

10.1.8      Executed  Instrument  dated  May 31,  2000  among (1)  Richard  John
            Pirouet, (2) Clive Aubrey Charles Chaplin, (3) Ronald William Green,
            (4) Victor Aloysius Hebert and (5)  Christopher  Byrne,  relating to
            The London  Pacific  Group 1990  Employee  Share Option Trust (filed
            previously as Exhibit  10.2.2 to our Form 10-Q for the quarter ended
            September 30, 2000).

10.2.1      (1)  Agreement  dated  July  1,  1990  between  us and  Ian  Kenneth
            Whitehead  (filed  previously as Exhibit 10.3.1 to our Form 10-K for
            the year ended December 31, 2000).

10.2.2      (1) London Pacific Advisers Limited  Retirement Scheme  confirmation
            dated December 5, 2000 for Ian Kenneth  Whitehead (filed  previously
            as Exhibit  10.3.3 to our Form 10-K for the year ended  December 31,
            2001).

10.3.1      Settlement dated May 23, 1997 among BG Services Limited and A.L.O.T.
            Trustee Limited  establishing Agent Loyalty Opportunity Trust (filed
            previously  as  Exhibit  10.4.1 to our Form 10-K for the year  ended
            December 31, 2001).

10.3.2      Executed  Deed  dated  July 16,  1997 by  A.L.O.T.  Trustee  Limited
            relating to Agent  Loyalty  Opportunity  Trust (filed  previously as
            Exhibit  10.4.2 to our Form  10-K for the year  ended  December  31,
            2001).

10.3.3      Executed  Deed dated  August 13,  1997 by A.L.O.T.  Trustee  Limited
            relating to Agent  Loyalty  Opportunity  Trust (filed  previously as
            Exhibit  10.4.3 to our Form  10-K for the year  ended  December  31,
            2001).

10.3.4      Executed  Deed dated  August 20,  1998 by A.L.O.T.  Trustee  Limited
            relating to Agent  Loyalty  Opportunity  Trust (filed  previously as
            Exhibit  10.4.4 to our Form  10-K for the year  ended  December  31,
            2001).

10.3.5      Executed Deed of Amendment and  Appointment  dated December 11, 2001
            among Berkeley  International  Capital Limited and A.L.O.T.  Trustee
            Limited   relating  to  Agent  Loyalty   Opportunity   Trust  (filed
            previously  as  Exhibit  10.4.5 to our Form 10-K for the year  ended
            December 31, 2001).

10.4        Asset  Purchase  Agreement  dated  March 7,  2003  between  Berkeley
            Capital  Management  ("BCM"),  Berkeley (USA)  Holdings  Limited and
            Berkeley   Capital   Management   LLC   relating   to  the  sale  of
            substantially  all of  the  assets  and  operations  of  BCM  (filed
            previously  as Exhibit  10.5 to our Form 10-Q for the quarter  ended
            March 31, 2003).

10.5        Purchase Agreement, dated May 9, 2003, for the acquisition of London
            Pacific Advisory Services, Inc. and London Pacific Securities,  Inc.
            by SunGard Business  Systems Inc. (filed  previously as Exhibit 10.6
            to our Form 10-Q for the quarter ended June 30, 2003).

14.1        Code of Ethics as amended and restated as of December 2007.

21          Subsidiaries of the Company as of March 31, 2009.

31.1        Certification  by the Company's  Executive  Chairman  pursuant to 18
            U.S.C.  Section  1350,  as adopted  pursuant  to Section  302 of the
            Sarbanes-Oxley Act of 2002.

31.2        Certification  by the Company's Chief Financial  Officer pursuant to
            18 U.S.C.  Section 1350,  as adopted  pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002.

32.1        Certification  by the Company's  Executive  Chairman  pursuant to 18
            U.S.C.  Section  1350,  as adopted  pursuant  to Section  906 of the
            Sarbanes-Oxley Act of 2002.

                                       44
<PAGE>

32.2        Certification  by the Company's Chief Financial  Officer pursuant to
            18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002.

__________

(1)      Management  contract  or  compensatory arrangement filed in response to
         Item 15(a)(3) of the instructions to Form 10-K.



(b) Our exhibits are listed in Item 15(a)(2) above.




                                       45
<PAGE>


           SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                           BERKELEY TECHNOLOGY LIMITED
                            CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                              December 31,
                                                                                     ------------------------------
                                                                                         2009              2008
                                                                                     ------------      ------------
                                                                                   (In thousands, except share amounts)
                                     ASSETS

<S>                                                                                  <C>               <C>
Cash and cash equivalents.........................................................   $      1,080      $      1,483
Investment in subsidiaries........................................................        (68,100)          (65,208)
Intercompany balances.............................................................         80,339            80,269
Private equity investments (at lower of cost or estimated fair value) ............            486                 -
Other assets......................................................................             46                 4
                                                                                     ------------      ------------
Total assets......................................................................   $     13,851      $     16,548
                                                                                     ------------      ------------
                                                                                     ------------      ------------


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
Accounts payable and accruals.....................................................   $        287      $        334
Intercompany balances.............................................................            817             1,235
                                                                                     ------------      ------------
Total liabilities.................................................................          1,104             1,569
                                                                                     ------------      ------------
Commitments and contingencies

Shareholders' equity:
Ordinary shares, $0.05 par value per share: 86,400,000 shares authorized;
   64,439,073 shares issued and outstanding as of December 31, 2009
   and 2008.......................................................................          3,222             3,222
Additional paid-in capital........................................................         67,915            67,860
Retained earnings.................................................................          4,607             6,894
Employee benefit trusts, at cost (13,522,381 shares as of
   December 31, 2009 and 2008)....................................................        (62,598)          (62,598)
Accumulated other comprehensive loss..............................................           (399)            (399)
                                                                                     ------------      ------------
Total shareholders' equity........................................................         12,747            14,979
                                                                                     ------------      ------------
Total liabilities and shareholders' equity........................................   $     13,851      $     16,548
                                                                                     ------------      ------------
                                                                                     ------------      ------------
</TABLE>





            See accompanying Note to Condensed Financial Statements.

                                       46
<PAGE>



     SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)

                           BERKELEY TECHNOLOGY LIMITED
                       CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                         Year Ended December 31,
                                                                                     ------------------------------
                                                                                         2009              2008
                                                                                     ------------      ------------
                                                                                             (In thousands)
Revenues:
<S>                                                                                  <C>               <C>
Investment income.................................................................   $          2      $         44
                                                                                     ------------      ------------
                                                                                                2                44
Expenses:
Staff costs.......................................................................            697               828
Other operating expenses..........................................................            548               548
                                                                                     ------------      ------------
                                                                                            1,245             1,376
                                                                                     ------------      ------------
Loss before income tax benefit and equity in
   undistributed net loss of subsidiaries.........................................         (1,243)           (1,332)

Income tax benefit................................................................              -                 -
                                                                                     ------------      ------------
Loss before equity in undistributed net loss of
   subsidiaries...................................................................         (1,243)           (1,332)

Equity in undistributed net loss of subsidiaries (1)..............................         (1,044)             (239)
                                                                                     ------------      ------------

Net loss..........................................................................   $     (2,287)     $     (1,571)
                                                                                     ------------      ------------
                                                                                     ------------      ------------
<FN>
(1) Eliminated on consolidation.
</FN>
</TABLE>



            See accompanying Note to Condensed Financial Statements.


                                       47
<PAGE>


     SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)

                           BERKELEY TECHNOLOGY LIMITED
                       CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                         Year Ended December 31,
                                                                                     ------------------------------
                                                                                            2009           2008
                                                                                     ------------      ------------
                                                                                            (In thousands)
Cash flows from operating activities:
<S>                                                                                  <C>               <C>
Net loss..........................................................................   $     (2,287)     $     (1,571)

Adjustments to reconcile net loss to net
   cash provided by (used in) operating activities:
Equity in undistributed net loss of subsidiaries..................................          1,044               239
Other operating cash flows........................................................            (41)               46
                                                                                     ------------      ------------
Net cash provided by (used in) operating activities ..............................          1,003            (1,286)
                                                                                     ------------      ------------

Cash flows from investing activities:
Net advances (to) from subsidiaries...............................................           (974)              504
                                                                                     ------------      ------------
Net cash (used in) provided by investing activities...............................           (974)              504
                                                                                     ------------      ------------

Cash flows from financing activities:
Investments in subsidiaries.......................................................         (7,150)                -
Repayments from subsidiaries......................................................          9,000                 -
                                                                                     ------------      ------------
Net cash provided by financing activities ........................................          1,850                 -
                                                                                     ------------      ------------

Effect of exchange rate changes on cash ..........................................              5               (12)
                                                                                     ------------      ------------

Net increase in cash and cash equivalents.........................................           (403)             (794)
Cash and cash equivalents at beginning of year....................................          1,483             2,277
                                                                                     ------------      ------------
Cash and cash equivalents at end of year..........................................   $      1,080      $      1,483
                                                                                     ------------      ------------
                                                                                     ------------      ------------
</TABLE>


            See accompanying Note to Condensed Financial Statements.


                                       48
<PAGE>

     SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)

                           BERKELEY TECHNOLOGY LIMITED
                     NOTE TO CONDENSED FINANCIAL STATEMENTS

Note 1.    Basis of Presentation and Significant Accounting Policies

       The accompanying  financial statements comprise a condensed  presentation
of  financial  position,  results  of  operations  and cash  flows  of  Berkeley
Technology  Limited (the "Company") on a separate company basis. These condensed
financial statements do not include the accounts of the Company's  subsidiaries,
but instead include the Company's  investment in those  subsidiaries,  stated at
amounts which are equal to the Company's equity in the subsidiaries' net assets.
The  consolidated  financial  statements of the Company and its subsidiaries are
included in Item 8 of this Form 10-K for the year ended December 31, 2009.

       Additional  information about the significant accounting policies applied
by the Company and its  subsidiaries  is included in Note 1 to the  Consolidated
Financial Statements in Item 8 of this Form 10-K for the year ended December 31,
2009.



                                       49
<PAGE>


                                   SIGNATURES


       Pursuant  to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                                 BERKELEY TECHNOLOGY LIMITED
                                                 (Registrant)

                                                 By     /s/  Arthur I. Trueger

Date:  March 31, 2010                                   Arthur I. Trueger
                               Executive Chairman


       Pursuant to the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.


                                    /s/  Arthur I. Trueger
Date:  March 31, 2010               Arthur I. Trueger
                                    Executive Chairman
                                    (Principal Executive Officer)


                                    /s/  Arthur I. Trueger
Date:  March 31, 2010               Arthur I. Trueger
                                    Principal Financial Officer
                                    (Principal Financial and Accounting Officer)


                                    /s/  Victor A. Hebert
Date:  March 31, 2010               Victor A. Hebert
                                    Non-Executive Director


                                    /s/  Harold E. Hughes
Date:  March 31, 2010               Harold E. Hughes
                                    Non-Executive Director


                                    /s/  The Viscount Trenchard
Date:  March 31, 2010               The Viscount Trenchard
                                    Non-Executive Director






                                       50