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

                                    FORM 10-K
(Mark One)
 /  /          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2004

                                       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             (I.R.S. Employer Identification No.)
incorporation or organization)

                          Minden House, 6 Minden Place
                           St. Helier, Jersey JE2 4WQ
                                 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:

                                                       Name of each exchange on
                    Title of each class                    which registered
      American Depositary Shares, each representing             None
     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  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 if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K 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 an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). 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, 2004 as reported on the London  Stock  Exchange  (using an exchange  rate of
(pound)1.00  = $1.81)  was  $8,222,898.  Ordinary  Shares  held by each  current
executive officer and director and by each person who is known by the registrant
to own 5% 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 23, 2005, 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 August 10, 2005, is incorporated by reference in
Part III of this Form 10-K.

<PAGE>
<TABLE>
<CAPTION>


                                TABLE OF CONTENTS



                                     PART I                                     Page

<S>  <C>                                                                         <C>
Item 1.    Business............................................................    1
Item 2.    Properties..........................................................    6
Item 3.    Legal Proceedings...................................................    6
Item 4.    Submission of Matters to a Vote of Security Holders.................    6


                                     PART II

Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters
               and Issuer Purchases of Equity Securities.......................    7
Item 6.    Selected Financial Data.............................................   11
Item 7.    Management's Discussion and Analysis of Financial Condition and
               Results of Operations...........................................   12
Item 7A.   Quantitative and Qualitative Disclosures About Market Risk..........   24
Item 8.    Financial Statements and Supplementary Data.........................   25
Item 9.    Changes in and Disagreements with Accountants on Accounting and
               Financial Disclosure............................................   67
Item 9A.   Controls and Procedures.............................................   67


                                    PART III

Item 10.   Directors and Executive Officers of the Registrant..................   67
Item 11.   Executive Compensation..............................................   68
Item 12.   Security Ownership of Certain Beneficial Owners and
               Management and Related Stockholder Matters......................   68
Item 13.   Certain Relationships and Related Transactions......................   68
Item 14.   Principal Accountant Fees and Services..............................   69


                                     PART IV

Item 15.   Exhibits and Financial Statement Schedules .........................   69


Signatures ...................................................................    80
Exhibit Index..................................................................   81
</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," Item 7 "Management's  Discussion and Analysis of Financial Condition
and Results of Operations" and Item 7A "Quantitative and Qualitative Disclosures
About Market Risk," 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 a  financial  services  company  based in Jersey,  Channel  Islands,
specializing in venture capital and consulting.

     We evolved from a financial  consulting  business,  The Berkeley Consulting
Group,  formed in 1977. That business focused on financial  consulting  services
and venture  capital  finance for U.S. high  technology  companies from non-U.S.
institutional financing sources. The Company was incorporated in 1985 in Jersey,
Channel  Islands.  We obtained a listing on the London Stock Exchange ("LSE") in
that same year and our Ordinary Shares currently trade under the symbol "BEK.L."
Since  1985,  we grew  with the  establishment  of life  insurance  and  annuity
businesses  in both  the  U.S.  and  Jersey,  and  through  acquisitions  in the
financial  advisory  services  and  asset  management  areas.  In 2002,  we lost
management  control of our U.S. life  insurance  business due to the dilution in
the level of the life insurance  company's  capital arising from bond and equity
losses in poor market  conditions.  We continue to service the  policyholders of
London Pacific Assurance  Limited ("LPAL") in Jersey,  but new policies have not
been sold since July 2002 to avoid the capital requirements related to the sales
of new  policies.  In 2003, we sold two of our  operating  businesses:  Berkeley
Capital Management ("BCM"),  our U.S. based asset management company; and London
Pacific  Advisory  Services,  Inc.  and its  affiliates, our U.S.  based  online
investment  consulting  service.  We  now  focus  on  our  venture  capital  and
consulting  business.  We are working with North American  technology  companies
that are  looking to grow their  businesses  or to expand  their  investor  base
overseas, primarily in Europe and Japan.

     American  Depositary  Receipts  ("ADRs")  representing  our Ordinary Shares
began  trading in the U.S.  market in 1992.  We obtained a listing on The Nasdaq
Stock  MarketSM  in 1993 and in  November  1999  migrated  to the New York Stock
Exchange ("NYSE") where our ADRs traded under the symbol "LDP." During 2002, our
ADR price fell below the minimum  required by the NYSE;  consequently,  our ADRs
were  withdrawn  from listing and  registration  on the NYSE. Our ADRs currently
trade  on  the   Over-the-Counter   ("OTC")  Bulletin  Board  under  the  symbol
"BKLYY.PK."

                                       1
<PAGE>



     During the second quarter of 2002, we completed a one-for-ten reverse split
of our ADRs.  Effective from the opening of business on June 24, 2002,  each ADR
represents ten Ordinary Shares.

     We currently  have offices in Jersey  (Channel  Islands) and San Francisco,
California.

BUSINESS SEGMENTS

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

           Principal Subsidiaries                     Business Segment                       Location
-------------------------------------------      ------------------------------     --------------------------

<S>                                              <C>                                <C>
London Pacific Assurance Limited                 Life insurance and annuities       Jersey, Channel Islands
Berkeley International Capital Corporation       Venture capital and consulting     San Francisco, California
Berkeley International Capital Limited           Venture capital                    Guernsey, Channel Islands
</TABLE>

     See Item 7 "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Results of  Operations by Business  Segment" and Note 18
to the  Consolidated  Financial  Statements  in Item 8 of this  Form  10-K for a
summary of our  financial  information  by  business  segment  and  geographical
location.

Life Insurance and Annuities

     Our U.S. life  insurance  company,  London  Pacific Life & Annuity  Company
("LPLA"),  was established in 1989 and provided tax advantaged annuity products.
By the end of 2001, LPLA grew to approximately $2.3 billion in assets;  however,
during 2002, the life insurance and annuities  segment suffered from the adverse
conditions in the bond and equity  markets.  On July 2, 2002, we announced  that
further declines in the value of LPLA's investment portfolio,  due to persistent
negative events in the equity and bond markets, continued to erode significantly
the  statutory  capital of LPLA and that we were  unsuccessful  in  concluding a
transaction to enhance the capital of LPLA. Subsequently,  LPLA was placed under
regulatory  control and  rehabilitation  based on LPLA's  statutory  capital and
surplus as of June 30, 2002. On August 6, 2002, on petition of the  Commissioner
of  Insurance  of the  State of North  Carolina  (the  "Commissioner")  with the
consent of LPLA and unanimous  approval of its board of directors,  the Superior
Court of Wake County in the State of North Carolina  ordered the Commissioner to
take  possession  and  control  of all  of the  property,  books  and  accounts,
documents  and other  records of LPLA.  Based on this court order,  we no longer
exercise  control over LPLA. As a result of this event, we  deconsolidated  LPLA
and recorded a charge to earnings in 2002 of $38.5 million for losses  resulting
from this  disposition.  On July 9, 2004,  a court order was issued  approving a
plan of liquidation for LPLA and also approving  exchange  agreements which give
policyholders  the option of exchanging their existing policies for new policies
in another insurance company.

London Pacific Assurance Limited

     Formed in 1999, our Jersey, Channel Islands insurance subsidiary, LPAL, has
principally  been  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.  The  products  guarantee  both
capital and yield for the duration of the investment period, which are typically
three or five years.  From LPAL's start of  operations  in the first  quarter of
2000  through the end of June 2002,  LPAL  generated  premiums  totaling  $135.0
million.  LPAL  generated  sales  directly to the public and  through  financial
intermediaries in the Channel Islands, U.K., Isle of Man and other international
locations.

     On July 2, 2002,  we  announced  that LPAL would  discontinue  writing  new
policies  effective  immediately.  The decision to  discontinue  the issuance of
policies  was  made to avoid  the  increased  capital  requirements  created  by
additional policyholder  liabilities.  Subsequent to this announcement and other
announcements relating to the Company and LPLA, LPAL policy surrenders increased
substantially.  The number of policyholders  fell from 2,603 at June 30, 2002 to
925 at December  31,  2002.  The primary  financial  impact of

                                       2
<PAGE>

the high level of surrenders was the reduction in the level of capital  required
to support the policyholder  liabilities.  The number of policyholders continued
to decline to 480 at December 31, 2004; however, much of the decline during 2003
and 2004 was attributable to policy maturities rather than policy surrenders.

     We have no plans currently for LPAL to write new policies.

Investment Portfolio

     LPAL's  portfolio  strategy  has  been  to at  least  match  the  level  of
policyholder  liabilities  with corporate  bonds and cash. On December 31, 2004,
policyholder  liabilities  totaled  $21.2 million and the market value of LPAL's
corporate bonds,  cash and accrued interest totaled $31.8 million.  In addition,
LPAL's  portfolio  included  listed  equities valued at $0.5 million and private
equities valued at $0.8 million at December 31, 2004.

     See Item 7 "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Life Insurance and Annuities" for additional information
on  LPAL's  investment  portfolio  and its  effect on the  profitability  of the
insurance segment.

Competition

     LPAL operates in a highly competitive environment. The industry consists of
a large number of  companies,  many of which have greater  financial  resources,
more  diversified  product  lines  and  larger  staffs  than  those of LPAL.  An
expanding  number of other financial  services  companies also market  insurance
products  or offer  competing  products.  Competition  is  based on a number  of
factors,  including  product  pricing,  service  provided  to  distributors  and
policyholders, and ratings.

     We believe  LPAL  could  compete  again in the future but its  distribution
capability may be significantly  weakened due to the ongoing  discontinuation of
sales activity,  as well as the negative  publicity  associated with the loss of
management  control of LPLA. LPAL has had little  pro-active  contact with sales
agents since the decision to discontinue issuing policies.

Venture Capital and Consulting

     Berkeley   International   Capital   Corporation   ("BICC")   and  Berkeley
International   Capital  Limited  ("BICL")  comprise  our  venture  capital  and
consulting  business.   In  past  years,  our  venture  capital  and  consulting
subsidiaries  focused  primarily  on  U.S.  high  technology   companies,   with
investments generally ranging from $5 million to $25 million.

     Subsequent to the rehabilitation proceedings involving LPLA in August 2002,
we have not made any further  venture capital  investments.  Our current venture
capital  strategy is focused on  identifying  opportunities  where we can assist
private  technology   companies  in  locating   investment  capital.  In  select
situations,  we may also invest our own capital.  Our consulting  activities are
continuing to grow as we add new clients who engage us to assist them with their
European and Asian business strategies.

Berkeley International Capital Corporation

     BICC is primarily responsible for our activities in the venture capital and
consulting  areas.   Currently,   this  involves  working  with  North  American
technology  companies  that are  looking to grow their  businesses  or to expand
their  investor  base  overseas,  primarily  in Europe and  Japan.  We advise on
overseas  operations,  assist in locating  partners,  customers  and  investment
capital,  and  occasionally  will  take  principal  positions  where the case is
compelling and the timeframe for realization could be relatively short.

     Typically,  BICC seeks a retainer  (monthly  or  upfront  depending  on the
nature of the assignment) from its North American technology company clients for
its consulting  work, and a "success fee" upon the successful  conclusion of its
assignment.  The consulting work may involve  assistance in the preparation of a
business  plan;  market  research;   strategy  development;   identification  of
customers  and/or investor  prospects;



                                       3
<PAGE>
introductory meetings with prospective customers or investors; and assistance in
the implementation of the chosen strategy or transaction.

     BICC currently  provides its services to a small number of clients,  and is
in discussions  with additional  prospects.  As an example of its work, BICC has
been engaged by a North American telecommunications equipment company to develop
a business strategy for penetration of the European and Japanese  markets.  This
engagement has involved  detailed market and prospect research and meetings with
potential clients that may lead to substantial  business for the client company.
Another  example of BICC's work is an engagement  involving the preparation of a
business plan,  reviewing  financing  structures and  introducing  investors who
could  finance a  European  sales and  customer  support  initiative  for a U.S.
telecommunications equipment company.

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

     Over the past 25 years,  BICC  arranged  over $1.9 billion of placements in
the private capital markets.  Placements were typically  arranged in later stage
technology companies,  which were near alpha test of their product and needed to
scale up their  engineering,  marketing  and sales  infrastructure.  Within this
strategy,  BICC  has been  able to  identify  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 BICC's 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.

     The private technology  investments  arranged by BICC and currently held by
LPAL are Agility Communications, Inc. and Alacritech, Inc.

     Due to the loss of control of LPLA in 2002,  BICC no longer  receives  fees
from LPLA. Fees earned by BICC from LPLA during 2002 were $2.9 million.

Berkeley International Capital Limited

     BICL,  formed  in 1988  and  based  in  Guernsey,  Channel  Islands,  takes
principal positions in connection with private equity  transactions  arranged by
its sister  company,  BICC.  These  private  equity  positions may become listed
equity securities  pursuant to IPOs or in connection with the acquisition of the
private issuing company by a listed company.  As of December 31, 2003, BICL held
$3.4 million of such positions in listed equity  securities.  During 2004,  BICL
sold all of its listed equity securities.

Competition

     Our venture  capital and consulting  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. The pool of capital seeking opportunities to invest
in later stage technology  companies has contracted over the last several years,
but we believe demand continues for high value technology companies.

                                       4
<PAGE>


Discontinued Operations

Berkeley Capital Management

     On May 7, 2003,  we completed the sale of  substantially  all of the assets
and operations of BCM to a company  majority-owned by funds under the management
of Putnam Lovell NBF Private  Equity.  BCM was our asset  management  subsidiary
based in San Francisco,  California, managing equity, balanced and bond accounts
for  institutional  clients  and for the wrap fee  programs  of major  brokerage
houses.   At  the  time  of  the  sale,   BCM's  assets  under  management  were
approximately $1.2 billion.

London Pacific Advisors

     On June 5, 2003, we completed the sale of all of the  outstanding  stock of
London Pacific Advisory Services, Inc., London Pacific Securities,  Inc. and LPA
Insurance  Agency,  Inc.  together  with the  associated  assets of the advisory
business held within London  Pacific  Technologies,  Inc. and LP Advisors,  Inc.
(collectively,  "LPA"). LPA provided web-based investment consulting, investment
management and back-office services to independent  financial advisors and large
institutional  clients.  At the time of the sale, LPA's assets under management,
consulting or administration were approximately $2.6 billion.

REGULATION

Life Insurance and Annuities - London Pacific Assurance Limited

     LPAL is regulated by the Jersey  Financial  Services  Commission  ("JFSC").
Under Article 6 of the Insurance  Business  (Jersey) Law 1996, LPAL is permitted
to conduct  long-term  insurance  business.  LPAL is required  to submit  annual
audited financial  statements  (prepared under United States generally  accepted
accounting principles as permitted by regulation),  and an audited annual filing
to the  JFSC in the  format  consistent  with  that  required  by the  Financial
Services  Authority in the United Kingdom.  The annual filing  submitted by LPAL
must be  accompanied by a Certificate  from the Appointed  Actuary that based on
sufficiently   prudent   assumptions,   assets  are   sufficient  to  cover  all
liabilities.  The annual filing contains a report from the Appointed  Actuary on
the matching of investments to liabilities.

     The JFSC sets out the conditions with which LPAL must comply and determines
the reporting  requirements  and the frequency of  reporting.  These  conditions
require that: (i) LPAL must 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, 2004, LPAL met all of these conditions.

     LPAL is also required under the insurance  laws to appoint an actuary.  The
actuary must be qualified as defined under the laws and is required to supervise
the long-term insurance fund. No transfers,  except in satisfaction of long-term
insurance  business  liabilities,  including  dividends,  are permitted from the
long-term insurance fund without written consent from the actuary.

Group

     Our Chief  Financial  Officer 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,  as described  above,  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.  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.

                                       5
<PAGE>


EMPLOYEES

     As of December 31, 2004,  we had 15  employees.  The  breakdown by business
segment was as follows:  venture capital and  consulting,  6; life insurance and
annuities,  4; and corporate,  5. Due to the decrease in the size and complexity
of the Group and in order to decrease our operating  costs, we reduced our staff
during  January  2005.  As of March 23,  2005,  we have 10 employees as follows:
venture  capital  and  consulting,  5;  life  insurance  and  annuities,  2; and
corporate, 3.

     None of our employees are covered by a collective  bargaining agreement and
we have not experienced any work stoppages.


Item 2.    PROPERTIES

     We currently  operate from two offices located in Jersey (Channel  Islands)
and San  Francisco,  California,  consisting  of  approximately  3,000 and 3,800
square  feet,  respectively.  We lease  both  offices.  These  leases  expire in
September 2010 and October 2005, respectively.  Our life insurance and annuities
segment operations, as well as our head office corporate activities, are carried
out in the Jersey office. Our venture capital and consulting operations, as well
as our U.S. corporate  activities,  are carried out in the San Francisco office.
The Jersey  office is too large for our current  level of business and staffing,
and we are currently  evaluating  sublease options as well as alternative office
space in Jersey.

     See Note 12 to the Consolidated Financial Statements in Item 8 of this Form
10-K for further information regarding our leases.


Item 3.    LEGAL PROCEEDINGS

     On August 6, 2002,  on petition of the  Commissioner  of  Insurance  of the
State of North  Carolina  (the  "Commissioner"),  with the  consent  of LPLA and
unanimous approval of its board of directors,  the Superior Court of Wake County
in the State of North Carolina  ordered the  Commissioner to take possession and
control of all the property, books and accounts,  documents and other records of
LPLA. LPLA and its officers,  directors, agents, employees and all other persons
were  enjoined from  disposing of LPLA's  property and from  transacting  LPLA's
business  except with the consent of the  Commissioner.  The Court appointed the
Commissioner as  rehabilitator  of LPLA.  Based on the court order, we no longer
exercise control over LPLA. For further information see Item 1 above.

     On March 8,  2005,  we were  made  aware of a  complaint  filed by  SunGard
Business  Systems Inc.  ("SunGard") in the U.S.  District Court in Philadelphia.
The  Company  and  certain  of its  subsidiaries  are named  parties.  SunGard's
complaint alleges losses and a claim for  indemnification  resulting from, among
other things,  alleged breaches of representations  and warranties  contained in
the sale and purchase  agreement of our advisory  services business dated May 9,
2003. After consultation with our legal advisors,  we believe that this claim is
without merit, and we will defend the matter vigorously.


Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were  submitted  to our  shareholders  during the quarter  ended
December 31, 2004.


                                       6
<PAGE>



                                     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. ADSs,
each representing ten Ordinary Shares,  are evidenced by ADRs for which The Bank
of New York 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 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, 2004,  there were  64,439,073  Ordinary  Shares
outstanding and 1,373,414 ADSs  outstanding,  representing  13,734,140  Ordinary
Shares or 21.3% of the  outstanding  Ordinary  Shares.  ADS holders may exercise
their voting rights through the ADR Depositary.

     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.

     On July 3, 2002,  the NYSE  halted  trading of our ADRs in  response to the
administrative  actions  taken by the North  Carolina  Department  of  Insurance
relating to LPLA (see Item 1 "Business"  above). On July 9, 2002, trading of the
ADRs  was  suspended  and  the  securities   were  withdrawn  from  listing  and
registration  on the NYSE.  As a result of the  delisting,  the liquidity of our
common stock and its price were adversely affected.  These actions may limit our
ability to raise  additional  capital in the future,  and there is no  assurance
that a  significant  trading  market  for the ADRs  will  develop.  If an active
trading market does not develop, ADR holders may be unable to sell their ADRs.

     Subsequent to the delisting,  the ability of ADR holders to buy and sell is
limited to trading on the OTC Bulletin  Board.  Shares  traded on the OTC market
generally  experience  lower  trading  volume than those traded on the organized
exchanges.  The trading volume of the ADRs has decreased substantially since the
NYSE delisting and the transfer of the ADRs to the OTC Bulletin Board.

     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:
<TABLE>
<CAPTION>

                                                                         LSE                    OTC Bulletin Board
                                                                      Pounds Per                    U.S. Dollars
                                                                    Ordinary Share                     Per ADS
                                                              -------------------------      -------------------------
                                                                 High            Low            High           Low
                                                              ----------     ----------      ----------     ----------

2003:
<S>                                                                 <C>            <C>             <C>            <C>
First quarter.................................................      0.08           0.04            1.15           0.50
Second quarter................................................      0.16           0.08            2.50           1.00
Third quarter.................................................      0.17           0.11            2.60           1.45
Fourth quarter................................................      0.16           0.13            2.40           1.80

</TABLE>

                                       7
<PAGE>

<TABLE>
<CAPTION>

                                                                         LSE                    OTC Bulletin Board
                                                                      Pounds Per                    U.S. Dollars
                                                                    Ordinary Share                     Per ADS
                                                              -------------------------      -------------------------
                                                                 High           Low             High           Low
                                                              ----------     ----------      ----------     ----------
2004:
<S>                                                                 <C>            <C>             <C>            <C>
First quarter.................................................      0.15           0.14            2.60           2.00
Second quarter................................................      0.15           0.14            2.55           2.25
Third quarter.................................................      0.14           0.11            2.60           2.05
Fourth quarter................................................      0.13           0.10            2.10           1.70
</TABLE>

Holders

     As of February 28, 2005, we had approximately  1,514 Ordinary  shareholders
of record and 64 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 2003 or an interim dividend for 2004. Our Board of
Directors will not be recommending a final dividend for the year 2004.

     Holders of ADSs are  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 9 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 February 28, 2005,
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 should  consult their own tax
advisors as to the tax consequences of such ownership.

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


                                       8
<PAGE>



Taxation of Dividends

     Dividends are declared gross in U.S. dollars. Dividends paid by the Company
are treated as having suffered Jersey income tax at the standard rate (currently
20%) on the gross amount thereof.

     Charities,  superannuation  funds and certain  assurance  companies  in the
U.K.,  together  with  individual  investors  who are  Commonwealth  citizens or
citizens of a member state of the European Community,  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
controls 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 capital gains. 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 amount realized and the holder's tax basis 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
20% if the ADRs or Ordinary  Shares were sold before May 6, 2003.  Under certain
conditions,  an 18%  capital  gains tax rate is  available  if the holder made a
certain  election for shares held on December 31, 2000.  If the ADRs or Ordinary
Shares were sold after May 5, 2003, the maximum tax rate is 15%.

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.

Estate and Gift Tax

     No death, estate, gift, inheritance or capital transfer taxes are levied in
Jersey.

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.

                                       9
<PAGE>

     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 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. This
charge is rounded up to the nearest  (pound)5.  Gifts and other  transfers which
are neither sales,  nor made in contemplation of a sale, are not subject to this
charge.  Instead,  they will  either be exempt  or  subject  to a fixed  duty of
(pound)5 per transfer.

     A transfer from the Depositary to an ADS holder of the underlying  Ordinary
Shares may be subject to a fixed  stamp duty of (pound)5  if the  instrument  of
transfer relates to anything done or to be done in the U.K. For example, a fixed
stamp duty of (pound)5 may apply if such  transfer is executed in the U.K. or is
to be brought into the U.K. after execution.  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  (rounded  up to the
nearest (pound)5) 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 will 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 Item 12
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 are  exercisable at any time prior to February 14, 2010. At the time of
grant, the Company determined the fair value of the warrants to be approximately
$251,000 which was charged to earnings over the loan period.


                                       10
<PAGE>


Item 6.  SELECTED FINANCIAL DATA

     The following is a summary of selected  financial data for the Group.  This
data  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. ADS amounts have been restated to reflect
the one-for-ten reverse split in June 2002.
<TABLE>
<CAPTION>

                                                                               Years Ended/As of December 31,
                                                              ---------------------------------------------------------------
                                                                  2004        2003         2002          2001         2000
                                                              -----------  -----------  -----------  -----------  -----------
                                                                       (In thousands, except per share and ADS data)
<S>                                                           <C>          <C>          <C>          <C>           <C>
Operating Results
Revenues from continuing operations, including net realized
   and change in net unrealized investment gains and losses   $    (5,759) $     9,198  $   (33,337) $  (194,376) $    87,700
Income (loss) from continuing operations before income
   taxes................................................          (11,851)       1,047      (54,478)    (221,033)      66,784
Income tax expense (benefit) on continuing operations...              290          (42)       1,291        2,107        1,156
Income (loss) from discontinued operations..............                -        9,965     (154,678)    (180,194)     (51,774)
Income tax expense (benefit) on discontinued operations.                -           38       (4,943)     (58,550)     (18,603)
Net income (loss).......................................          (12,141)      11,016     (205,504)    (344,784)      32,457
Basic earnings (loss) per share:
   Continuing operations................................            (0.24)        0.02        (1.10)       (4.38)        1.29
   Discontinued operations..............................                -         0.20        (2.95)       (2.38)       (0.65)
                                                              -----------  -----------  -----------  -----------  -----------
Total basic earnings (loss) per share...................            (0.24)        0.22        (4.05)       (6.76)        0.64
Diluted earnings (loss) per share:
   Continuing operations................................            (0.24)        0.02        (1.10)       (4.38)        1.08
   Discontinued operations..............................                -         0.20        (2.95)       (2.38)       (0.55)
                                                              -----------  -----------  -----------  -----------  -----------
Total diluted earnings (loss) per share.................            (0.24)        0.22        (4.05)       (6.76)        0.53
Basic earnings (loss) per ADS:
   Continuing operations................................            (2.39)        0.21       (10.99)      (43.77)       12.92
   Discontinued operations..............................                -         1.96       (29.50)      (23.85)       (6.53)
                                                              -----------  -----------  -----------  -----------  -----------
Total basic earnings (loss) per ADS.....................            (2.39)        2.17       (40.49)      (67.62)        6.39
Diluted earnings (loss) per ADS:
   Continuing operations................................            (2.39)        0.21       (10.99)      (43.77)       10.81
   Discontinued operations..............................                -         1.94       (29.50)      (23.85)       (5.46)
                                                              -----------  -----------  -----------  -----------  -----------
Total diluted earnings (loss) per ADS...................            (2.39)        2.15       (40.49)      (67.62)        5.35

Financial Position
Cash and total investments (continuing operations)......           43,279       61,944       69,378      262,058      455,721
Total assets............................................           44,707       63,513       80,217    2,539,126    2,562,988
Bank debt...............................................                -            -        9,314       36,874       35,556
Guarantees under bank facility..........................                -            -       10,590            -            -
Shareholders' equity....................................           22,893       34,897       21,486      221,653      567,742
Book value per share (1)................................             0.45         0.69         0.42         4.37        11.00
Book value per ADS (1)..................................             4.51         6.88         4.23        43.68       109.98

Ordinary Share and ADS Data
Ordinary Shares outstanding as of December 31...........           64,439       64,439       64,439       64,439       64,433
Weighted-average shares used in:
   Basic earnings per share calculation.................           50,754       50,754       50,753       50,984       50,795
   Diluted earnings per share calculation...............           50,754       51,188       50,753       50,984       60,728
Total dividends per share relating to the year (gross)..      $         -  $         -  $         -  $      0.16  $      0.29
Total dividends per ADS relating to the year............      $         -  $         -  $         -  $      1.28  $      2.32
Market price per share on December 31...................      (pound)0.11  (pound)0.14 (pound)0.055  (pound)2.60  (pound)5.53
Market price per ADS on December 31.....................      $      1.70  $      2.51  $      0.50  $     39.60  $     75.60
Market capitalization as of December 31.................      $    13,115  $    16,148  $     5,706  $   244,611  $   530,431
<FN>
(1) Based on the net asset value of the Group after deducting the cost of the shares held by the employee  benefit  trusts,
    and on the number of shares outstanding excluding the shares held by the employee benefit trusts.
</FN>
</TABLE>

                                       11
<PAGE>

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.

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) the  risks  described  in Item 7A  "Quantitative  and
Qualitative  Disclosures  About Market Risk," (ii)  variations in demand for our
products and services,  (iii) the success of our new products and services, (iv)
significant  changes  in  net  cash  flows  in or out  of  our  businesses,  (v)
fluctuations in the performance of debt and equity markets  worldwide,  (vi) the
enactment  of  adverse  state,  federal  or  foreign  regulation  or  changes in
government policy or regulation  (including  accounting standards) affecting our
operations,  (vii) the effect of economic  conditions  and interest rates in the
U.S., the U.K. or  internationally,  (viii) the ability of our  subsidiaries  to
compete in their respective  businesses,  (ix) our ability to attract and retain
key personnel,  and (x) actions by  governmental  authorities  that regulate our
businesses, including insurance commissions.

                                       12
<PAGE>





RESULTS OF OPERATIONS BY BUSINESS SEGMENT

     Income before income taxes for our reportable operating segments,  based on
management's internal reporting structure, is as follows:
<TABLE>
<CAPTION>
                                                                                    Years Ended December 31,
                                                                           -------------------------------------
                                                                              2004         2003         2002
                                                                           -----------  -----------  -----------
                                                                                      (In thousands)
Income (loss) from continuing operations before income taxes
  by operating segment:
<S>                                                                        <C>          <C>          <C>
Life insurance and annuities (1).........................................  $    (8,091) $     1,577  $   (19,637)
Venture capital and consulting (2).......................................       (1,365)       3,571      (28,149)
                                                                           -----------  -----------  -----------
                                                                                (9,456)       5,148      (47,786)
Reconciliation of segment amounts to consolidated amounts:
Interest and other fee income............................................          125           53          531
Corporate expenses.......................................................       (2,415)      (3,478)      (5,869)
Goodwill amortization and write-offs.....................................            -            -         (389)
Interest expense.........................................................         (105)        (676)        (965)
                                                                           -----------  -----------  -----------
Consolidated income (loss) from continuing operations before
  income taxes...........................................................  $   (11,851) $     1,047  $   (54,478)
                                                                           -----------  -----------  -----------
                                                                           -----------  -----------  -----------
<FN>
(1) Netted  against the revenues  (investment  income) of the life  insurance and  annuities  segment are  management
    fees paid to BCM (discontinued operations) of $5,000 and $39,000 in 2003 and 2002, respectively.

(2) Included in the revenues of the venture capital and consulting segment are management fees from LPLA  (discontinued
    operations) of $2,908,000 in 2002.
</FN>
</TABLE>


     Business  segment data contained in Note 18 to the  Consolidated  Financial
Statements in Item 8 of this Form 10-K should be read in  conjunction  with this
discussion.  A detailed  discussion of the results for each  reportable  segment
follows.


                                       13
<PAGE>




Life Insurance and Annuities

     Certain  information  regarding our life insurance and annuities  segment's
results of operations (continuing operations only) is as follows:
<TABLE>
<CAPTION>
                                                                                    Years Ended December 31,
                                                                           -------------------------------------
                                                                              2004         2003         2002
                                                                           -----------  -----------  -----------
                                                                                      (In thousands)
Revenues and net investment gains (losses):
<S>                                                                        <C>          <C>          <C>
Investment income........................................................  $     1,295  $     1,834  $     6,059
Insurance policy charges.................................................            4            6        1,155
Net realized investment gains (losses)...................................        1,273      (38,329)    (114,325)
Change in net unrealized investment gains and losses on
   trading securities....................................................       (8,331)      40,947       97,762
                                                                           -----------  -----------  -----------
Total revenues and net investment gains (losses).........................       (5,759)       4,458       (9,349)

Expenses:
Amounts credited on insurance policyholder accounts......................        1,358        1,922        6,031
Amortization of deferred policy acquisition costs........................            -            -        2,952
General and administrative expenses......................................          974          959        1,305
                                                                           -----------  -----------  -----------
Total expenses...........................................................        2,332        2,881       10,288
                                                                           -----------  -----------  -----------
Income (loss) from continuing operations before income taxes.............  $    (8,091) $     1,577  $   (19,637)
                                                                           -----------  -----------  -----------
                                                                           -----------  -----------  -----------
</TABLE>

     As previously  disclosed in our 2002 and 2003 Annual  Reports on Form 10-K,
during 2002, our primary  insurance  company,  LPLA, was placed under regulatory
control and  rehabilitation  based on LPLA's statutory capital and surplus as of
June 30, 2002. On July 2, 2002, we announced that further  declines in the value
of LPLA's investment portfolio,  due to persistent negative events in the equity
and bond markets, continued to erode significantly the statutory capital of LPLA
and that we were unsuccessful in concluding a transaction to enhance the capital
of LPLA. As a consequence,  LPLA discontinued the issuance of new policies as of
July 2, 2002. Although the statutory capital of our Jersey insurance subsidiary,
LPAL, was not affected by the adverse equity and bond markets to the same extent
as the statutory  capital of LPLA,  we also  announced on July 2, 2002 that LPAL
would discontinue  writing new policies effective  immediately.  The decision to
discontinue  the  issuance of new  policies  through  LPAL was made to avoid the
increased capital requirements created by additional  policyholder  liabilities.
Subsequent to this announcement and other announcements  relating to the Company
and LPLA, LPAL policy surrenders increased  substantially.  Approximately 85% of
LPAL's $140.2 million in policyholder  liabilities as of June 30, 2002 have been
surrendered or have matured as of December 31, 2004. Policyholder liabilities as
of December 31, 2004 were $21.2 million.

     Due to the events referred to above, LPAL focuses on managing the remaining
block of  policyholder  liabilities.  There are no plans  currently to write new
policies.

2004 compared to 2003

     In 2004, LPAL contributed a loss before income taxes of $8.1 million to our
overall loss from continuing  operations before income taxes, compared to income
before income taxes of $1.6 million in 2003.  Net realized  investment  gains in
2004 were $1.3  million  compared  to net  realized  investment  losses of $38.3
million in 2003. The loss from the change in net unrealized investment gains and
losses was $8.3 million in 2004, compared to a gain of $40.9 million in 2003. In
2004, the spread between investment income and amounts credited to policyholders
increased by $25,000 and general and  administrative  expenses  remained flat at
$1.0 million, each as compared to 2003.

     LPAL did not generate any premiums during 2004 or 2003.  LPAL  discontinued
selling new policies on July 2, 2002 as a result of the events described above.

                                       14
<PAGE>

     Interest  and  dividend  income on  investments  was $1.3  million in 2004,
compared with $1.8 million in 2003. This $0.5 million decrease was primarily due
to the  decline in the level of LPAL's  corporate  bond  investments,  which was
consistent with the decline in policyholder liabilities since December 31, 2003.

     During 2004,  LPAL used $9.8 million of bond  proceeds and cash to meet its
policy  maturities  and  redemptions.  Following  this  reduction,  and  further
expected  bond  realizations  and  maturities   required  to  meet  2005  policy
maturities, interest income is expected to decline to approximately $1.2 million
for 2005.

     Policyholder  liabilities  as of December  31,  2004 were $21.2  million of
which $6.3  million is scheduled  to mature  during  2005.  LPAL expects to meet
these maturities by a combination of cash of approximately  $9.7 million held at
the  beginning of January  2005,  the  proceeds  from  maturing  bonds which are
estimated to be $11.1 million during 2005, and estimated  interest  income to be
received during 2005 of $1.2 million. In the absence of significant redemptions,
policyholder  liabilities are projected to be approximately $15.2 million at the
end of 2005.  Investment income should equal approximately 112% of the projected
$1.0 million to be credited to policies,  and operating expenses are expected to
be  approximately  $0.8 million  during  2005.  In January  2005,  LPAL sold its
remaining listed equity securities for $0.4 million.

     Net  investment  losses  totaled  $7.1  million  in 2004,  compared  to net
investment  gains of $2.6 million in 2003.  Net  investment  losses in 2004 were
comprised of net realized  investment  gains of $1.3 million and $8.3 million in
losses  from the change in net  realized  gains and losses on the listed  equity
securities held in the trading portfolio.  The trading portfolio  decreased from
$13.5  million as of December  31, 2003 to $0.5 million as of December 31, 2004.
LPAL sold its remaining  Packeteer,  Inc. holding during 2004, which resulted in
net realized  gains of $4.9 million based on an aggregate  original cost of $4.4
million.  These  realized gains were  partially  offset by  other-than-temporary
impairment  charges on one private equity security holding totaling $3.4 million
and one of LPAL's trading positions was acquired by a larger listed company,  in
exchange for $0.3 million of stock in the acquiring company, which resulted in a
realized loss of $0.3 million based on an original cost of $0.6 million.

     Total invested  assets  decreased to $33.1 million as of December 31, 2004,
compared to $47.9 million as of December 31, 2003, primarily due to policyholder
benefits paid of $9.8 million and net  investment  losses of $7.1 million during
2004.  On total  average  invested  assets  in 2004,  the  average  net  return,
including both realized and unrealized  investment gains and losses, was -15.3%,
compared with 8.9% in 2003.

     Amounts credited on policyholder accounts decreased by $0.5 million in 2004
to $1.4 million,  compared to $1.9 million in 2003.  This decrease was primarily
due to policy  maturities  since December 31, 2003. The average rate credited to
policyholders was 5.6% in 2004, compared with 5.9% in 2003.

2003 compared to 2002

     In 2003, LPAL contributed income before income taxes of $1.6 million to our
overall income from  continuing  operations  before income taxes,  compared to a
loss before taxes of $19.6 million in 2002.  Net realized  investment  losses in
2003 were $38.3  million  compared to net realized  investment  losses of $114.3
million in 2002. The gain from the change in net unrealized investment gains and
losses was $40.9  million in 2003,  compared to $97.8  million in 2002. In 2003,
the spread  between  investment  income and amounts  credited  to  policyholders
decreased by $0.1 million;  amortization  of deferred policy  acquisition  costs
("DPAC") decreased by $3.0 million with the write-off of the DPAC asset in 2002;
and general and  administrative  expenses  decreased  by $0.3  million,  each as
compared to 2002.  Policy  surrender  charge  income in 2003  decreased  by $1.1
million compared to 2002.

     LPAL did not generate any premiums during 2003, compared to $6.5 million of
premiums during 2002. LPAL discontinued  selling new policies on July 2, 2002 as
a result of the events described above.

     Interest  and  dividend  income on  investments  was $1.8  million in 2003,
compared with $6.1 million in 2002. This $4.3 million decrease was primarily due
to a decline in the level of invested bonds.

                                       15
<PAGE>


     Net  investment  gains  totaled  $2.6  million  in  2003,  compared  to net
investment  losses of $16.6 million in 2002. Net  investment  gains in 2003 were
comprised of net realized  investment  losses of $38.3 million and $40.9 million
in gains from the change in net realized  gains and losses on the listed  equity
securities held in the trading portfolio.  The trading portfolio  increased from
$8.9 million as of December  31, 2002 to $13.5  million as of December 31, 2003.
LPAL sold certain trading  positions during 2003, which resulted in net realized
losses of $20.8 million based on an aggregate original cost of $23.7 million and
one of LPAL's  trading  positions  was acquired by a larger listed  company,  in
exchange for $0.6 million of stock in the acquiring company, which resulted in a
realized loss of $12.8 million based on an original cost of $13.4 million. These
disposals represented shares held in companies that had completed initial public
offerings  of  their  securities.   These  realized  losses  were  increased  by
other-than-temporary  impairment  charges  totaling  $4.7 million on two private
equity security holdings in our available-for-sale investment portfolio.

     Total  invested  assets  (defined as total assets  excluding DPAC and other
assets)  decreased to $47.9  million as of December 31, 2003,  compared to $51.6
million as of December 31, 2002,  primarily  due to the decrease in  investments
used to pay out maturing policies and the $4.7 million reduction in the value of
two private  equity  investments  that became  other-than-temporarily  impaired,
partially  offset by increases in the value of the trading  portfolio.  On total
average invested assets in 2003, the average net return, including both realized
and unrealized  investment  gains and losses,  was 8.9%,  compared with -9.1% in
2002.

     Policy  surrender  charge  income  decreased  to $6,000 in 2003,  from $1.2
million in 2002. Policy surrenders  decreased  significantly  during 2003 due to
the high volume of surrenders during the second half of 2002.

     Amounts credited on policyholder accounts decreased by $4.1 million in 2003
to $1.9  million,  compared to $6.0 million in 2002.  The decrease was primarily
due to substantial  increases in  policyholder  surrenders in the second half of
2002  together  with  policy  maturities  in the last nine  months of 2003.  The
average rate credited to policyholders  was 5.9% in 2003,  compared with 6.1% in
2002.

     There  was no DPAC  amortization  in 2003 due to the  acceleration  of DPAC
amortization  to fully  write-off DPAC as of September 30, 2002. The reasons for
the write-off in 2002 were the  discontinuance  of new business at the beginning
of the third  quarter of 2002 and the lack of interest  spread on the  remaining
block of business.

     General  and  administrative  expenses  decreased  by $0.3  million to $1.0
million in 2003 due to decreases in staff compensation and back office expenses.


                                       16
<PAGE>



Venture Capital and Consulting

     Certain information  regarding our venture capital and consulting segment's
results of operations is as follows:
<TABLE>
<CAPTION>
                                                                                    Years Ended December 31,
                                                                           -------------------------------------
                                                                              2004         2003         2002
                                                                           -----------  -----------  -----------
                                                                                      (In thousands)

Revenues and net investment gains (losses):
<S>                                                                        <C>          <C>          <C>
Management fees..........................................................  $         -  $         -  $     2,908
Consulting fees..........................................................          490            -            -
Net realized investment gains (losses) (1)...............................        2,010       (2,107)     (44,130)
Change in net unrealized investment gains and losses on
   trading securities (1)................................................       (2,625)       6,794       16,703
                                                                           -----------  -----------  -----------
Total revenues and net investment gains (losses).........................         (125)       4,687      (24,519)

Operating expenses.......................................................        1,240        1,116        3,630
                                                                           -----------  -----------  -----------
Income (loss) from continuing operations before income taxes.............  $    (1,365) $     3,571  $   (28,149)
                                                                           -----------  -----------  -----------
                                                                           -----------  -----------  -----------
<FN>
(1) Net realized  investment losses of $1,603,000 were recorded during 2002 by the venture capital and consulting  segment,
    related to intersegmental  investment sales to the life insurance and annuities segment.  These net realized  investment
    losses were offset by corresponding  reclassification  adjustments in unrealized  investment gains and losses on trading
    securities for the same amounts. These gains and losses have been eliminated in our consolidated financial statements.
</FN>
</TABLE>

2004 compared to 2003

     In 2004,  the venture  capital and  consulting  segment  contributed a loss
before  income  taxes  of $1.4  million  to our  overall  loss  from  continuing
operations before income taxes,  compared to income before taxes of $3.6 million
in 2003.  The 2003  results  were  attributable  primarily  to net  realized and
unrealized investment gains and losses on listed equity securities. During 2004,
we began  earning fee income again by advising a small number of North  American
technology  companies.  Consulting fees of $490,000 were earned;  however,  this
income did not cover all of the operating expenses of the segment.

     The change in net unrealized  gains and losses in the listed equity trading
portfolio during 2004 was a loss of $2.6 million,  which was partially offset by
net realized gains of $2.0 million.  The trading  portfolio  decreased from $3.4
million as of December 31, 2003 to $0.1 million as of December 31, 2004. We sold
most of our trading  positions during 2004, which resulted in net realized gains
of $1.9  million  based  on an  aggregate  original  cost of $0.8  million.  All
intersegmental   investment  gains  and  losses  have  been  eliminated  in  our
consolidated statements of operations.

     Operating  expenses in 2004 were $1.2 million,  compared to $1.1 million in
2003. The $0.1 million increase was  attributable  primarily to additional staff
costs,  reflecting  the additional  resources  required to redevelop our venture
capital and consulting business.

2003 compared to 2002

     In 2003, the venture  capital and  consulting  segment  contributed  income
before  income  taxes of $3.6  million to our  overall  income  from  continuing
operations before income taxes, compared to a loss before taxes of $28.1 million
in 2002.  The income and loss in those years,  respectively,  were  attributable
primarily to net realized and unrealized  investment  gains and losses on listed
equity  securities.  These positions in listed equity  securities  resulted from
privately held technology companies, in which the venture capital and consulting
segment had an equity  interest,  completing  initial public  offerings or being
acquired by publicly  traded  companies  in  stock-for-stock  acquisitions.

                                       17
<PAGE>

     The change in net unrealized  gains and losses in the listed equity trading
portfolio during 2003 was a gain of $6.8 million,  which was partially offset by
net realized losses of $2.1 million.  The trading portfolio  decreased from $7.6
million as of December 31, 2002 to $3.4 million as of December 31, 2003. We sold
certain trading  positions  during 2003 which resulted in net realized losses of
$1.9  million  based  on an  aggregate  original  cost of $11.0  million.  These
realized losses were increased by other-than-temporary impairment write-downs of
$0.2 million on two private investments. All intersegmental investment gains and
losses,  other than those arising from sales to LPLA (discontinued  operations),
have been eliminated in our consolidated statements of operations.

     The venture capital and consulting segment earned portfolio management fees
from LPLA of $2.9  million  in 2002.  Due to the events  described  above in the
section entitled "Life Insurance and Annuities," BICC has not received fees from
the management of LPLA's investment portfolio since early 2002.

     Operating  expenses in 2003 were $1.1 million,  compared to $3.6 million in
2002. The $2.5 million decrease was attributable primarily to lower staff costs,
reflecting  the  reduction in business  and  staffing  during the second half of
2002.

Corporate and Other

2004 compared to 2003

     Corporate  expenses  decreased by $1.1 million to $2.4 million in 2004,  as
compared to $3.5  million for 2003.  This  decrease was  primarily  due to lower
facilities costs, professional services fees and insurance costs.

     Since we fully repaid and terminated our bank facility during June 2003, we
did not incur any  borrowing  costs in 2004,  compared to $0.7  million in 2003.
However,  we did  pay  $0.1  million  in  interest  during  2004  related  to an
additional tax liability as discussed in Note 10 to the  Consolidated  Financial
Statements in Item 8 of this Form 10-K.

2003 compared to 2002

     Corporate  expenses  decreased by $2.4 million to $3.5 million in 2003,  as
compared to $5.9 million for 2002. This decrease  primarily was due to decreases
in staff compensation and bank facility costs.

     The amount of interest  income we earned  (excluding the life insurance and
annuities segment) decreased by $0.5 million to $53,000 in 2003 as compared with
2002,  primarily  due  to  the  decrease  in  our  holdings  of  cash  and  cash
equivalents,  as well as lower interest rates. The amount of interest expense we
incurred  (excluding the life insurance and annuities segment) decreased by $0.3
million to $0.7  million  in 2003 as  compared  with 2002,  due to the impact of
lower bank borrowings  which was largely offset by the accelerated  amortization
of bank facility costs  (restructuring  fees and the value of warrants issued to
the Bank of Scotland) in the second  quarter of 2003,  resulting  from the early
repayment of the bank facility.

Consolidated Income (Loss) from Continuing Operations Before Income Taxes

2004 compared to 2003

     Our consolidated  loss from continuing  operations  before income taxes was
$11.9  million in 2004,  compared to income from  continuing  operations  before
income  taxes of $1.0  million in 2003.  This  change was  primarily  due to net
realized and unrealized  investment losses of $7.7 million in 2004,  compared to
net realized and unrealized investment gains of $7.3 million in 2003.

     Subsequent  to the  completion  of the sales of BCM and LPA during 2003, we
now focus on our venture capital and consulting business.  We continue to pursue
opportunities to grow the business in the future, however, there is no guarantee
that we will be successful in  redeveloping  our venture  capital and consulting
operations.

                                       18
<PAGE>


     Due to the sales of almost all of our listed equity securities during 2004,
our  results  will  no  longer  be  significantly   impacted  by  equity  market
volatility.

2003 compared to 2002

     Consolidated income from continuing operations before income taxes was $1.0
million in 2003,  compared to a loss from  continuing  operations  before income
taxes of $54.5 million in 2002.  This dramatic  change  primarily was due to net
realized and unrealized  investment  gains of $7.3 million in 2003,  compared to
net realized and unrealized investment losses of $44.0 million in 2002.

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.  We
are subject to income tax in Jersey at a rate of 20%. In the United  States,  we
are subject to both federal and  California  taxes at rates up to 34% and 8.84%,
respectively.

2004 compared to 2003 (continuing operations)

     The $0.3  million  tax  expense  for 2004 is  largely  our  California  tax
liability  related  to tax years  1998 and 1999 as  described  in Note 10 to the
Consolidated  Financial Statements in Item 8 of this Form 10-K. Other than these
taxes and $7,000 of other tax expense,  primarily  minimum  California taxes, no
other tax  expense or  benefits  are  applicable  to our Group for this  period.
Losses  were  contributed  by our  Jersey  and  Guernsey  operations,  primarily
consisting  of net realized and  unrealized  investment  losses for which no tax
benefits will be realized.  Losses were also contributed by our U.S subsidiaries
during 2004; however, we did not recognize any U.S. tax benefits due to the 100%
valuation allowances that we have provided for all deferred tax assets.

2003 compared to 2002 (continuing operations)

     On income from  continuing  operations  before income taxes of $1.0 million
for 2003, we had an income tax benefit of $42,000. This was largely attributable
to income of $2.6  million  contributed  by the Jersey and  Guernsey  operations
during the year,  which  primarily  consisted of realized  losses and unrealized
investment gains for which no tax benefits or expense will be realized. Although
$1.5 million of losses were  contributed by our U.S.  subsidiaries  for 2003, we
did not  recognize  any U.S. tax benefits due to the 100%  valuation  allowances
that we have provided for all deferred tax assets.

2003 (disposal of discontinued operations)

     We  recorded  $36,000 of income tax  expense on book gains  totaling  $11.7
million from the sales of BCM and LPA. Income taxes based on statutory tax rates
applied to the taxable  gains on these sales were  approximately  $4.9  million.
However,  due to net operating  losses in the U.S. tax groups in the current and
prior years,  and capital  loss  carryovers  from prior  years,  we were able to
offset all of the taxes related to the gains on the sale of BCM and LPA,  except
for a small amount of federal  alternative minimum tax. A portion of the capital
loss  carryovers  from prior years which we utilized to offset the current  year
taxable gains resulted from the loss of control of LPLA in 2002.

Discontinued Operations

     There were no results to report for discontinued operations for 2004, as we
completed the sales of BCM and LPA in the second quarter of 2003.

     Our  consolidated  statement of operations for 2003 includes the results of
discontinued  operations  for the first four months of 2003, in the case of BCM,
and for the  first  five  months of 2003,  in the case of LPA.  In the first six
months of 2002,  prior to the loss of management  control over LPLA, we recorded
an  after-tax  loss from  operations  of LPLA of  $104.8  million.  We  recorded
impairment losses totaling $27.9 million related to LPLA in the third quarter of
2002, and recognized $10.6 million in our statement of operations for LPLA's net
unrealized


                                       19
<PAGE>
losses on available-for-sale securities, net of deferred policy acquisition cost
amortization  adjustments and deferred income taxes. For further information see
Note 3 to the Consolidated Financial Statements in Item 8 of this Form 10-K.

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 and contingent  liabilities.  In
addition,  for 2002 and 2003, our accounting policies relating to consolidation,
deconsolidation  and  the  reporting  of  discontinued  operations  became  very
important to the portrayal of our financial condition and results of operations.
These critical accounting policies are described below.

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 venture  capital  companies  doing  business in
various segments of technology  industries.  Venture capital  investing  entails
making  investments in companies  that are  developing  products or services for
large  emerging  markets  with the  belief  that  these  investments  will yield
superior  returns if these  companies  are  successful.  These  investments  are
normally held for a number of years. When we make these investments, most of the
companies  are still  developing  the products they intend to bring to market or
are in the early stages of product  sales.  Venture  capital  companies  are net
consumers of cash and often dependent upon additional financing to execute their
business plans.  These  investments  involve  substantial risk and the companies
generally  lack  meaningful  historical  financial  results used in  traditional
valuation  models.  The process of pricing  these  securities  range from fierce
competitive  bidding  between  financial   institutions  to  existing  investors
negotiating  prices  with  the  company  without  outside  investor  validation.
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 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.

                                       20
<PAGE>
Other-than-temporary Impairments

     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.

     Since our listed equity  securities are  classified as trading  securities,
impairment  adjustments  are not  required as any change in the market  value of
these securities between reporting periods is included in earnings.

     In  relation  to  our  equity   securities  that  do  not  have  a  readily
determinable  fair  value  and are  classified  as  available-for-sale,  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 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.

     We determine that a fixed maturity security is impaired when it is probable
that we will  not be  able to  collect  amounts  due  (principal  and  interest)
according to the security's  contractual  terms. We make this  determination  by
considering  all  available  facts and  circumstances,  including our intent and
ability to continue to hold the investment to maturity.  The factors we consider
include:  (i) the length of time and extent to which the market values have been
below  amortized cost and the reasons for the decline,  (ii) the issuer's recent
financial performance and condition, earnings trends and future prospects in the
near to mid-term,  (iii) changes in the issuer's  debt rating and/or  regulatory
actions or other events that may effect the issuer's operations, (iv) the market
condition of either the issuer's geographic area or industry as a whole, and (v)
factors  that raise  doubt  about the  issuer's  ability to  continue as a going
concern.   If  the   evidence   supports   that  a  decline  in  fair  value  is
other-than-temporary,  then the fixed  maturity  security is written down to its
quoted market value,  if such a value is  available.  If a readily  determinable
fair value does not exist,  then the fixed maturity  security is written down to
management's  estimate  of its fair  value,  which  is  based  on the  valuation
methodologies  described above.  Write-downs are recorded as realized losses and
included 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.

Life Insurance Policy Liabilities

     We  account  for life  insurance  policy  liabilities  in  accordance  with
Statement of Financial Accounting Standards No. 97, "Accounting and Reporting by
Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains
and Losses from the Sale of  Investments."  We account for life insurance policy
liabilities for deferred annuities as investment-type  insurance products and we
record these liabilities at accumulated value (premiums  received,  plus accrued
interest to the balance sheet date, less withdrawals and assessed fees).

Contingent Liabilities

     As discussed in Note 12 to the Consolidated  Financial Statements in Item 8
of this Form 10-K, we are involved in various matters that may or may not result
in a loss to the Group. We account for contingent liabilities in accordance with
Statement  of   Financial   Accounting   Standards   No.  5,   "Accounting   for
Contingencies."  As such, in situations where we believe that a loss is probable
and where we can  reasonably  estimate the amount of the loss, we will recognize
that estimated loss in our financial  statements.  Because of the  uncertainties
that exist, we cannot predict the outcome of the pending matters with certainty.
Actual results may differ from our estimates,  and the ultimate outcome of these
matters  could  have a  significant  impact on our  results  of  operations  and
financial position.

                                       21
<PAGE>
Consolidation, Deconsolidation and Reporting of Discontinued Operations

     Our consolidated  financial statements include the accounts of the Company,
its  subsidiaries  (with the exception of LPLA which was  deconsolidated  during
2002, and BCM and LPA which were  deconsolidated  during the first half of 2003,
as  discussed  below),  the Employee  Share  Option Trust and the Agent  Loyalty
Opportunity Trust (collectively, the "Group"). Significant subsidiaries included
in the  continuing  operations  of the  Group  and  discussed  in this Form 10-K
include  London Pacific  Assurance  Limited and Berkeley  International  Capital
Corporation.  All  intercompany  transactions  and  balances are  eliminated  in
consolidation  except  for  intercompany  transactions  between  continuing  and
discontinued  operations  principally related to investment management fees from
LPLA (the  discontinued  operations) to the  continuing  operations in 2002. Our
consolidated  balance  sheet  is  presented  in an  unclassified  format  as the
majority of the Group's  assets  relate to its  continuing  life  insurance  and
annuities business.

     In  accordance  with  Statement  of Financial  Accounting  Standard No. 144
("SFAS 144"),  "Accounting for the Impairment or Disposal of Long-Lived Assets,"
if a long-lived  asset or  "component of an entity" (a  reportable  segment,  an
operating segment, a reporting unit, a subsidiary or an asset group) is disposed
of by sale or by  abandonment,  then the results of operations of that component
of an  entity  shall  be  reported  in  discontinued  operations  if both of the
following conditions are met: (i) the operations and cash flows of the component
have been  eliminated  from the ongoing  operations of the entity,  and (ii) the
entity will not have any significant continuing involvement in the operations of
the component.

     During the third quarter of 2002,  our U.S. life insurance  company,  LPLA,
was placed under  regulatory  control and  rehabilitation  by the North Carolina
insurance   regulators.   As  we  no  longer  exercise  control  over  LPLA,  we
deconsolidated  LPLA and  recorded a charge to earnings in the third  quarter of
2002 of approximately $38.5 million for losses resulting from the disposition of
LPLA. We will not regain control or receive any benefit from LPLA in the future.
As such,  in  accordance  with SFAS  144,  the  results  of  operations  of LPLA
(pre-habilitation)  and the impairment losses discussed above have been reported
in discontinued operations for 2002.

     Due to the sale of both BCM and LPA during the second  quarter of 2003,  we
report  the  results  of  operations   in  the  statement  of  operations  under
discontinued  operations for the prior periods.  We do not expect to receive any
material amounts of income,  including earnouts related to the sale of LPA, from
our asset management or financial  advisory services segments in the foreseeable
future.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     See Note 2 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  increased  during 2004 by $5.1 million from
$14.4  million as of December 31, 2003 to $19.5 million as of December 31, 2004.
This increase in cash and cash  equivalents  resulted from $9.8 million and $5.1
million of cash  provided by  operating  activities  and  investing  activities,
respectively,  partially  offset  by  $9.8  million  of cash  used in  financing
activities.  Cash provided by operating  activities  primarily resulted from the
sale of trading  securities.  Cash  provided by investing  activities  primarily
related to the maturity of corporate  bonds held by LPAL. Cash used in financing
activities  related  to  insurance  policyholder  benefits  paid by LPAL.  As of
December 31, 2004, our cash and cash  equivalents,  excluding the amount held by
LPAL,  amounted to $9.8  million,  a decrease of $0.7 million from  December 31,
2003.  Excluding LPAL's investments,  we also held $0.1 million of listed equity
securities  which could be sold within a short period of time as of December 31,
2004,  compared to $3.4  million as of December  31, 2003 and $7.7 million as of
December 31, 2002.

                                       22
<PAGE>

     Shareholders'  equity  decreased  during 2004 by $12.0  million  from $34.9
million at December 31, 2003 to $22.9 million as of December 31, 2004, primarily
due to the net loss for the period of $12.1 million. As of December 31, 2004 and
2003,  $63.6  million of our  Ordinary  Shares,  at cost,  held by the  employee
benefit trusts have been netted against shareholders' equity.

     As discussed  above in "Results of  Operations  by Business  Segment - Life
Insurance and Annuities," LPAL  discontinued  issuing new policies in July 2002.
During 2004, LPAL continued to service its existing  policyholders.  During this
period,  policy surrenders  totaled $0.5 million and policy  maturities  totaled
$9.3  million.  Policyholder  liabilities  were $21.2 million as of December 31,
2004,  compared  to $28.1  million as of  December  31,  2003.  We do not expect
significant surrender activity during 2005; however,  approximately $6.3 million
of policyholder liabilities are scheduled to mature during this period. LPAL has
sufficient liquid resources to fund these  maturities.  As of December 31, 2004,
LPAL had cash of $9.7 million,  accrued interest  receivable of $0.7 million and
corporate bonds of $21.4 million.

     In prior  periods,  LPAL held listed equity  securities at levels such that
fluctuations  in the market value of these listed equity  securities  could have
had a significant  impact on LPAL's statutory  capital level. As of December 31,
2003, LPAL held $13.5 million of listed equity securities. Following the sale of
LPAL's remaining Packeteer,  Inc. common stock holding during 2004, and the sale
of LPAL's  remaining  $0.5 million of listed  equity  holdings in January  2005,
fluctuations  in the market value of LPAL's  listed  equity  securities  will no
longer have an impact on LPAL's required statutory capital level.

     As of December 31, 2004, 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, 2004, we had $9.8 million of cash and cash  equivalents,
excluding cash held by our life insurance and annuities segment. We believe that
this cash balance is  sufficient  to fund our  operations  (venture  capital and
consulting and corporate activities) over at least the next 12 months.

     In order to reduce  operating  costs and to conserve  cash, and in light of
the decrease in the size and complexity of our continuing operations, we reduced
our staff in the Jersey,  Channel Islands office by four in January 2005. Due to
employee  severance  costs,  the impact of the staff cost reductions will not be
fully realized on an annual basis until 2006. In addition,  we have  implemented
or are in the  process of  implementing  other cost  reductions.  We project the
total cost savings from all of our actions will be approximately $1.0 million in
2006.


CONTRACTUAL OBLIGATIONS AND CONTINGENT LIABILITIES AND COMMITMENTS

     The following  table  aggregates our expected  contractual  obligations and
commitments subsequent to December 31, 2004.
<TABLE>
<CAPTION>

                                                                              2006 -        2008 -      Beyond
Contractual obligations (1)                                       2005        2007          2009         2009        Total
-------------------------------------                         -----------  -----------  -----------  -----------  -----------
                                                                                    (In thousands)

<S>                                                           <C>          <C>          <C>          <C>          <C>
Deferred annuity policy maturities...........                 $     6,354  $    15,754  $       141  $         -  $    22,249
Capital lease commitments (2)................                           7            -            -            -            7
Operating lease commitments (3)..............                         212          257          257           64          790
                                                              -----------  -----------  -----------  -----------  -----------
Total contractual cash obligations...........                 $     6,573  $    16,011  $       398  $        64  $    23,046
                                                              -----------  -----------  -----------  -----------  -----------
                                                              -----------  -----------  -----------  -----------  -----------
<FN>
(1) Does not include other commitments for the purchase of goods and services which in the aggregate are immaterial.
(2) Includes amounts classified as interest.
(3) Includes  commitments  related to our Jersey office lease which expires in September  2010.  We are currently  evaluating
    sublease options as well as  alternative  office space in Jersey for which no  commitment  has been entered into as of the
    date of filing of this Form 10-K.
</FN>
</TABLE>

                                       23
<PAGE>



Item 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The nature of our businesses  exposes us to market risk. Market risk is the
risk of loss that may occur when  changes in  interest  rates and public  equity
prices adversely affect the value of invested assets.

Interest Rate Risk

     LPAL is subject to risk from interest rate  fluctuations  when payments due
to  policyholders  are not matched in respect of amount and duration with income
from investments.  LPAL attempts to minimize this risk by ensuring that payments
and income are matched as closely as possible while also  maximizing  investment
returns.  LPAL  has not used  derivative  financial  instruments  as part of its
investment strategy.

     For LPAL's business,  the amount of policyholder  liabilities is unaffected
by  changes in  interest  rates.  Given the  existing  policy and bond  maturity
profiles,  and that bonds will  generally  be held to maturity  and early policy
redemptions  are protected by a market value  adjustment and surrender  penalty,
the bonds and policies carry minimal interest rate risk.  Interest income earned
on excess cash is expected  to yield less than $0.3  million  during the next 12
months.  Movements in market interest rates will not have any material impact on
our consolidated results.

Equity Price Risk

     We are  exposed  to equity  price  risk on our  holdings  of listed  equity
securities. Changes in the level or volatility of equity prices affect the value
of our listed  equity  securities.  These  changes in turn  directly  affect our
consolidated  net income  because our holdings of listed equity  securities  are
marked to market, with changes in their market value recognized in the statement
of operations for the period in which the changes  occur.  These  listed  equity
securities  represent  investments  that were  originally made as private equity
investments in high technology companies that subsequently  completed an initial
public offering. The performance of these listed equity securities can be highly
volatile; however, we monitor them and seek to sell them over a period of time.

     Prior to September  30, 2004,  we held levels of listed  equity  securities
which exposed us to  significant  equity price risk and resulting  volatility in
our  reported  earnings.  Subsequent  to the sale of our  remaining  holding  in
Packeteer,  Inc.  common  stock on September  30, 2004,  the market value of our
listed equity  trading  portfolio was only $0.6 million as of December 31, 2004.
During  January  2005,  we sold  all  but  $0.1  million  of the  listed  equity
securities  held as of December  31,  2004.  At this  level,  there is a greatly
reduced equity price risk and  fluctuations in the market value of our remaining
listed equity  securities  should not have a material  impact on our earnings in
future periods.

     As of December 31, 2004, we held $0.8 million in private  corporate  equity
securities  of  technology  companies  for which  liquid  markets  do not exist.
Private equity prices do not fluctuate directly with public equity markets,  but
significant  market  movements  may  trigger a review  for  other-than-temporary
adjustment of the carrying  values of our private equity  securities.  The risks
inherent in these private equity  investments  relate primarily to the viability
of the  investee  companies.  We try to mitigate  these  risks in various  ways,
including performing extensive due diligence prior to making an investment,  and
regularly reviewing the progress of the investee companies.

     For additional information relating to our financial risk profile, see Note
13 to the Consolidated Financial Statements in Item 8 of this Form 10-K.

                                       24
<PAGE>


Item 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            Page

Report of Independent Registered Public Accounting Firm.....................  26

Consolidated Balance Sheets as of December 31, 2004 and 2003................  27

Consolidated Statements of Operations for the Years Ended
    December 31, 2004, 2003 and 2002........................................  28

Consolidated Statements of Cash Flows for the Years Ended
    December 31, 2004, 2003 and 2002........................................  30

Consolidated Statements of Changes in Shareholders' Equity for the
    Years Ended December 31, 2004, 2003 and 2002............................  32

Consolidated Statements of Comprehensive Income for the Years Ended
    December 31, 2004, 2003 and 2002........................................  33

Notes to Consolidated Financial Statements..................................  34






                                       25
<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, 2004 and 2003 and the
related consolidated statements of operations,  changes in shareholders' equity,
cash flows, and  comprehensive  income for each of the three years in the period
ended December 31, 2004. We have also audited the schedules on pages 74 to 79 in
Item 15 (the "Schedules").  These financial statements and the Schedules are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements and the Schedules 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.  An  audit  includes
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,  2004 and 2003,  and the  results  of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 2004, in conformity with accounting  principles  generally accepted
in the United  States of America.  Also,  in our  opinion,  the  Schedules as of
December 31, 2004 and 2003,  and for each of the three years in the period ended
December  31,  2004,  when  considered  in  relation  to the basic  consolidated
financial  statements taken as a whole, present fairly in all material respects,
the information set forth therein.



/s/  BDO Seidman, LLP
San Francisco, California
February 8, 2005



                                       26
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

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

                                                                                               December 31,
                                                                                        ------------------------
                                                                                           2004         2003
                                                                                        -----------  -----------
                                            ASSETS

<S>                                                                                     <C>          <C>
Investments (principally of life insurance subsidiary):
   Fixed maturities:
     Available-for-sale, at fair value (amortized cost: $21,341 and $25,403
       as of December 31, 2004 and 2003, respectively)............................      $    21,377  $    25,393
   Equity securities:
     Trading, at fair value (cost: $586 and $4,544 as of December 31,
       2004 and 2003, respectively)...............................................              552       16,882
     Available-for-sale, at estimated fair value (cost: $850 and $4,262 as of
       December 31, 2004 and 2003, respectively)..................................              850        4,262
                                                                                        -----------  -----------
Total investments.................................................................           22,779(1)    46,537

Cash and cash equivalents.........................................................           19,495(1)    14,408
Cash held in escrow...............................................................            1,005          999
Accrued investment income.........................................................              737          926
Property and equipment, net.......................................................               70          117
Other assets......................................................................              621          526
                                                                                        -----------  -----------
Total assets......................................................................      $    44,707  $    63,513
                                                                                        -----------  -----------
                                                                                        -----------  -----------
                        LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Life insurance policy liabilities.................................................      $    21,229  $    28,054
Accounts payable and accruals.....................................................              585          562
                                                                                        -----------  -----------
Total liabilities.................................................................           21,814       28,616
                                                                                        -----------  -----------
Commitments and contingencies (See Note 12)

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, 2004
   and 2003.......................................................................            3,222        3,222
Additional paid-in capital........................................................           68,615       68,615
Retained earnings.................................................................           14,929       27,070
Employee benefit trusts, at cost (13,684,881 shares as of December 31,
   2004 and 2003).................................................................          (63,571)     (63,571)
Accumulated other comprehensive loss..............................................             (302)        (439)
                                                                                        -----------  -----------
Total shareholders' equity........................................................           22,893       34,897
                                                                                        -----------  -----------
Total liabilities and shareholders' equity........................................      $    44,707  $    63,513
                                                                                        -----------  -----------
                                                                                        -----------  -----------
<FN>
(1) Includes  $22,687 of  investments  and $9,658 of cash and cash  equivalents  in the  Company's  insurance
    subsidiary  (London Pacific Assurance  Limited ("LPAL")) which are not currently  available to fund the operations
    or commitments of the Company or its other subsidiaries.
</FN>

</TABLE>


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

                                       27
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

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

                                                                                              Years Ended December 31,
                                                                                        -------------------------------------
                                                                                           2004         2003        2002(1)
                                                                                        -----------  -----------  -----------
Continuing operations:

Revenues:
<S>                                                                                     <C>          <C>          <C>
Investment income............................................................           $     1,397  $     1,887  $     6,590
Insurance policy charges.....................................................                     4            6        1,155
Consulting and other fee income..............................................                   513            -        2,908 (2)
Net realized investment gains (losses).......................................                 4,700      (15,312)     (21,507)
Change in net unrealized investment gains and losses on trading
   securities................................................................               (12,373)      22,617      (22,483)
                                                                                        -----------  -----------  -----------
                                                                                             (5,759)       9,198      (33,337)
Expenses:
Amounts credited on insurance policyholder accounts..........................                 1,358        1,922        6,031
Amortization of deferred policy acquisition costs............................                     -            -        2,952
Operating expenses...........................................................                 4,629        5,553       10,804
Goodwill amortization and write-offs.........................................                     -            -          389
Interest expense.............................................................                   105          676          965
                                                                                        -----------  -----------  -----------
                                                                                              6,092        8,151       21,141
                                                                                        -----------  -----------  -----------
Income (loss) from continuing operations before income taxes.................               (11,851)       1,047      (54,478)

Income tax expense (benefit).................................................                   290          (42)       1,291
                                                                                        -----------  -----------  -----------
Income (loss) from continuing operations.....................................               (12,141)       1,089      (55,769)

Discontinued operations:
Loss from discontinued operations, net of income
   tax expense (benefit) of $0, $2 and $(4,943), respectively................                     -       (1,758)    (111,203)
Income (loss) on disposal of discontinued operations, net of income
   tax expense of $0, $36 and $0, respectively...............................                     -       11,685      (38,532)
                                                                                        -----------  -----------  -----------
Income (loss) on discontinued operations.....................................                     -        9,927     (149,735)
                                                                                        -----------  -----------  -----------
Net income (loss)............................................................           $   (12,141) $    11,016  $  (205,504)
                                                                                        -----------  -----------  -----------
                                                                                        -----------  -----------  -----------
<FN>
(1) Reclassifications have been made related to discontinued operations - see Note 3.

(2) Amount represents revenues earned from an entity included in discontinued operations.
</FN>
</TABLE>



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


                                       28
<PAGE>






                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

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

                                                                                               Years Ended December 31,
                                                                                        -------------------------------------
                                                                                           2004         2003        2002(1)
                                                                                        -----------  -----------  -----------

Basic earnings (loss) per share and ADS:

<S>                                                                                     <C>          <C>          <C>
Basic earnings (loss) per share:
Continuing operations........................................................           $     (0.24) $      0.02  $     (1.10)
Discontinued operations......................................................                     -         0.20        (2.95)
                                                                                        -----------  -----------  -----------
                                                                                        $     (0.24) $      0.22  $     (4.05)
                                                                                        -----------  -----------  -----------
                                                                                        -----------  -----------  -----------
Basic earnings (loss) per ADS:
Continuing operations........................................................           $     (2.39) $      0.21  $    (10.99)
Discontinued operations......................................................                     -         1.96       (29.50)
                                                                                        -----------  -----------  -----------
                                                                                        $     (2.39) $      2.17  $    (40.49)
                                                                                        -----------  -----------  -----------
                                                                                        -----------  -----------  -----------

Diluted earnings (loss) per share and ADS:

Diluted earnings (loss) per share:
Continuing operations........................................................           $     (0.24) $      0.02  $     (1.10)
Discontinued operations......................................................                     -         0.20        (2.95)
                                                                                        -----------  -----------  -----------
                                                                                        $     (0.24) $      0.22  $     (4.05)
                                                                                        -----------  -----------  -----------
                                                                                        -----------  -----------  -----------
Diluted earnings (loss) per ADS:
Continuing operations........................................................           $     (2.39) $      0.21  $    (10.99)
Discontinued operations......................................................                     -         1.94       (29.50)
                                                                                        -----------  -----------  -----------
                                                                                        $     (2.39) $      2.15  $    (40.49)
                                                                                        ------------ ------------------------
                                                                                        ------------ ------------------------
<FN>
(1) Reclassifications have been made related to discontinued operations - see Note 3.
</FN>
</TABLE>




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

                                       29
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<TABLE>
<CAPTION>

                                                                                               Years Ended December 31,
                                                                                        -------------------------------------
                                                                                            2004        2003        2002 (1)
                                                                                        -----------  -----------  -----------
Cash flows from continuing operating activities:
<S>                                                                                     <C>          <C>          <C>
Net income (loss)............................................................           $   (12,141) $     1,089  $   (55,769)

Adjustments to reconcile net income (loss) to net
   cash provided by operating activities:
Depreciation and amortization................................................                    53           79          460
Amortization of deferred policy acquisition costs............................                     -            -        2,952
Deferred income tax expense..................................................                     -            -        2,898
Amounts credited on insurance policyholder accounts..........................                 1,358        1,922        6,031
Net realized investment losses (gains).......................................                (4,700)      15,312       21,507
Change in net unrealized investment gains and losses
   on trading securities.....................................................                12,373      (22,617)      22,483
Net amortization of investment premiums and discounts........................                   572          313          289

Net changes in operating assets and liabilities:
   Trading equity securities.................................................                12,009       11,879       32,623
   Accrued investment income ................................................                   189          (26)       2,314
   Deferred policy acquisition costs.........................................                     -            -         (250)
   Other assets..............................................................                  (112)         733          391
   Life insurance policy liabilities.........................................                    (4)          (6)           4
   Accounts payable, accruals and other liabilities..........................                   174         (804)      (3,196)
   Income taxes payable......................................................                    17          (26)      (3,034)

Other operating cash flows...................................................                    (6)         223         (471)
                                                                                        -----------  -----------  -----------
Net cash provided by continuing operations...................................                 9,782        8,071       29,232
                                                                                        -----------  -----------  -----------
Write-off of doubtful receivables from discontinued operations...............                     -            -      (15,614)
Capital paid in to discontinued operations...................................                     -         (523)      (3,050)
Amounts due to discontinued operations.......................................                     -            -       (2,793)
                                                                                        -----------  -----------  -----------
Net cash used in discontinued operations.....................................                     -         (523)     (21,457)
                                                                                        -----------  -----------  -----------
Net cash provided by operating activities....................................                 9,782        7,548        7,775
                                                                                        -----------  -----------  -----------
Cash flows from investing activities:
Payment of guarantee obligations.............................................                     -      (10,836)           -
Purchases of held-to-maturity fixed maturity securities......................                     -            -       (2,828)
Purchases of available-for-sale fixed maturity securities....................                     -      (17,096)      (7,447)
Purchases of available-for-sale equity securities............................                   (15)           -            -
Proceeds from sale and maturity of available-for-sale fixed
   maturity securities.......................................................                 5,060       24,595       96,884
Proceeds from sale of available-for-sale equity securities...................                    75            9            -
Proceeds from disposal of discontinued operations............................                     -       16,148            -
Capital expenditures.........................................................                    (5)          (4)         (16)
                                                                                        -----------  -----------  -----------
Net cash provided by investing activities ...................................                 5,115       12,816       86,593
                                                                                        -----------  -----------  -----------
<FN>
(1)   Reclassifications have been made related to discontinued operations - see Note 3.
</FN>
</TABLE>

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

                                       30
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                 (In thousands)
<TABLE>
<CAPTION>

                                                                                               Years Ended December 31,
                                                                                        -------------------------------------
                                                                                            2004        2003        2002 (1)
                                                                                        -----------  -----------  -----------

Cash flows from financing activities:
<S>                                                                                     <C>          <C>          <C>
Insurance policyholder contract deposits.....................................                     -            -        6,827
Insurance policyholder benefits paid.........................................                (9,824)     (12,330)    (117,063)
Proceeds from disposal of shares by the employee benefit trusts..............                     -            -           43
Dividends paid...............................................................                     -            -       (2,032)
Proceeds from issuance of notes payable......................................                     -            -        2,440
Repayments of notes payable..................................................                     -       (9,314)     (30,000)
                                                                                        -----------  -----------  -----------
Net cash used in financing activities........................................                (9,824)     (21,644)    (139,785)
                                                                                        -----------  -----------  -----------

Net increase (decrease) in cash and cash equivalents.........................                 5,073       (1,280)     (45,417)
Cash and cash equivalents at beginning of year (2)...........................                14,408       15,308       60,571
Foreign currency translation adjustment......................................                    14          380          154
                                                                                        -----------  -----------  -----------
Cash and cash equivalents at end of year (2), (3)............................           $    19,495  $    14,408  $    15,308
                                                                                        -----------  -----------  -----------
                                                                                        -----------  -----------  -----------
Supplemental disclosure of cash flow information: (2)

Cash paid (received) during the year for:
Interest.....................................................................           $       105  $       501  $       956
Income taxes (net of amounts recovered)......................................           $       274  $       (51) $     1,408

Supplemental disclosure of non-cash investing activities:
Exchange of available-for-sale equity securities for trading equity
   securities................................................................           $        98  $         3  $        22

<FN>
(1)   Reclassifications have been made related to discontinued operations - see Note 3.

(2)   Amounts reflect continuing operations only.  Does not include $1,005 of cash held in escrow as of December 31, 2004.

(3)   The amount for December 31, 2004 includes $9,658 in the Company's  insurance  subsidiary (LPAL) which is not currently
      available to fund the operations or commitments of the Company or its other subsidiaries.
</FN>
</TABLE>




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

                                       31
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                (In thousands, except per share and ADS amounts)
<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, 2002      64,439  $   3,222   $  68,346   $ 223,590   $ (63,599)  $  (9,906)  $ 221,653

Net loss........................        -          -           -    (205,504)          -           -    (205,504)
Change in net unrealized
   gains and losses on
   available-for-sale securities        -          -           -           -           -       7,853       7,853
Foreign currency translation
   adjustment...................        -          -           -           -           -        (560)       (560)
Exercise of employee share
   options, including income
   tax effect...................        -          -           3           -          28           -          31
Warrants issued to bank.........        -          -          30           -           -           -          30
Net realized gains on
   disposal of shares held by
   the employee benefit trusts..        -          -          15           -           -           -          15
Cash dividends ($0.04 net
   per share and $0.40 per
   ADS).........................        -          -           -      (2,032)          -           -      (2,032)
                                ---------  ---------   ---------   ---------   ---------   ---------   ---------
Balance as of
   December 31, 2002............   64,439  $   3,222   $  68,394   $  16,054   $ (63,571)  $  (2,613)  $  21,486
                                ---------  ---------   ---------   ---------   ---------   ---------   ---------
                                ---------  ---------   ---------   ---------   ---------   ---------   ---------

Net income......................        -  $       -   $       -   $  11,016   $       -   $       -   $  11,016
Change in net unrealized
   gains and losses on
   available-for-sale securities        -          -           -           -           -       1,886       1,886
Foreign currency translation
   adjustment...................        -          -           -           -           -         288         288
Warrants issued to bank.........        -          -         221           -           -           -         221
                                ---------  ---------   ---------   ---------   ---------   ---------   ---------
Balance as of
   December 31, 2003............   64,439  $   3,222   $  68,615   $  27,070   $ (63,571)  $    (439)  $  34,897
                                ---------  ---------   ---------   ---------   ---------   ---------   ---------
                                ---------  ---------   ---------   ---------   ---------   ---------   ---------

Net loss........................        -  $       -   $       -   $ (12,141)  $       -   $       -   $ (12,141)
Change in net unrealized
   gains and losses on
   available-for-sale securities        -          -           -           -           -          46          46
Foreign currency translation
   adjustment...................        -          -           -           -           -          91          91
                                ---------  ---------   ---------   ---------   ---------   ---------   ---------
Balance as of
   December 31, 2004............   64,439  $   3,222   $  68,615   $  14,929   $ (63,571)  $    (302)  $  22,893
                                ---------  ---------   ---------   ---------   ---------   ---------   ---------
                                ---------  ---------   ---------   ---------   ---------   ---------   ---------
</TABLE>



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

                                       32
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                 (In thousands)
<TABLE>
<CAPTION>

                                                                                               Years Ended December 31,
                                                                                        -------------------------------------
                                                                                           2004         2003         2002
                                                                                        -----------  -----------  -----------

<S>                                                                                     <C>          <C>          <C>
Net income (loss)............................................................           $   (12,141) $    11,016  $  (205,504)

Other comprehensive income, net of deferred income taxes:

Foreign currency translation adjustments, net of income taxes of $0..........                    91          288         (560)

Change in net unrealized gains and losses related to continuing operations:
   Unrealized holding gains and losses on available-for-sale securities......                    64           54       (1,116)
   Reclassification adjustment for gains and losses included in
     net income (loss).......................................................                   (18)       1,832          366
   Deferred policy acquisition cost amortization adjustments.................                     -            -         (551)

Change in net unrealized gains and losses related to discontinued operations:
   Change in net unrealized gains and losses on available-for-sale
     securities..............................................................                     -            -        5,744
   Deferred policy acquisition cost amortization adjustments.................                     -            -       (8,044)
   Deferred income taxes.....................................................                     -            -          805
   Reclassification adjustment for losses of discontinued
     operations included in net income (loss)................................                     -            -       10,649
                                                                                        -----------  -----------  -----------
Other comprehensive income...................................................                   137        2,174        7,293
                                                                                        -----------  -----------  -----------
Comprehensive income (loss)..................................................           $   (12,004) $    13,190  $  (198,211)
                                                                                        -----------  -----------  -----------
                                                                                        -----------  -----------  -----------

</TABLE>



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

                                       33
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.   Material Events

     The  Ordinary  Shares of Berkeley  Technology  Limited (the  "Company"  and
together  with its  subsidiaries,  the  "Group")  are traded on the London Stock
Exchange and on the  Over-the-Counter  ("OTC") Bulletin Board in the U.S. in the
form of American  Depositary  Shares  ("ADSs"),  which are evidenced by American
Depositary  Receipts  ("ADRs").  During the second  quarter of 2002, the Company
completed a  one-for-ten  reverse  split of its ADSs.  Each ADS  represents  ten
Ordinary Shares.

     On March 7, 2003,  the Group  entered into a  definitive  agreement to sell
substantially  all of the assets and operations of Berkeley  Capital  Management
("BCM"), its U.S. based asset management subsidiary, to a company majority-owned
by funds under the management of Putnam Lovell NBF Private Equity. Consequently,
the  Company  deconsolidated  BCM as of March  31,  2003 and  BCM's  results  of
operations  have been reported  separately in the statement of operations  under
discontinued  operations  since the first quarter of 2003.  On May 7, 2003,  the
Group  completed  the sale and the Group  received all  proceeds  under the sale
agreement as of the end of 2003.

     On May 9, 2003,  the Group entered into a definitive  agreement to sell all
of the  outstanding  stock of London Pacific  Advisory  Services,  Inc.,  London
Pacific  Securities,  Inc. and LPA  Insurance  Agency,  Inc.  together  with the
associated   assets  of  the  advisory   business  held  within  London  Pacific
Technologies,  Inc.  and LP  Advisors,  Inc.  (collectively,  "LPA"  or the "LPA
business")   to  a   wholly-owned   subsidiary  of  SunGard  Data  Systems  Inc.
("SunGard"). On June 5, 2003, the Group completed the sale. Consequently,  LPA's
results  of  operations  have  been  reported  separately  in the  statement  of
operations  under  discontinued  operations  since the  second  quarter of 2003.
SunGard paid $1.0 million of the initial purchase  consideration  into an escrow
account as a holdback to cover any of the Group's indemnity  obligations arising
within the 18 month period  following  the close of the  transaction.  Under the
sale and purchase agreement, the Group is entitled to receive an earnout payment
of up to $8.0  million in cash that will be equal in amount to  one-half  of the
cumulative  operating  profits  from the LPA  business  in the three year period
immediately following the close of the transaction. This earnout amount, if any,
would be payable within approximately 60 days following the third anniversary of
the transaction  closing.  There is no guarantee that the Group will receive any
portion of the $8.0 million earnout payment.

     On March 8,  2005,  the  Company  was made  aware of a  complaint  filed by
SunGard  with the U.S.  District  Court in  Philadelphia  naming the Company and
certain of its  subsidiaries  as parties.  The  complaint  alleges  that SunGard
sustained losses equal to at least $7.2 million and seeks  indemnification  from
the  Company   resulting  from,   among  other  things,   alleged   breaches  of
representations  and  warranties  contained in the sale and purchase  agreement.
After consultation with its legal advisors, the Group's management believes that
this claim is without merit, and the Group will defend the matter vigorously. No
provision  for this  contingent  liability  has  been  included  in the  Group's
financial statements as of December 31, 2004.

     For  information on the operating  results for BCM and LPA during 2003, see
Note 3 "Discontinued Operations" below.

     Subsequent  to the  sale of the  Group's  asset  management  and  financial
advisory  services  businesses,  the Group now focuses on rebuilding its venture
capital and consulting business.


                                       34
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2.    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 (with the exception of BCM and LPA as
discussed  above in Note 1 "Material  Events"),  the Employee Share Option Trust
("ESOT")  and  the  Agent  Loyalty   Opportunity  Trust  ("ALOT").   Significant
subsidiaries included in the continuing operations of the Group and discussed in
this  document   include   London   Pacific   Assurance   Limited  and  Berkeley
International  Capital Corporation.  All intercompany  transactions and balances
have been  eliminated  in  consolidation  except for  intercompany  transactions
between continuing and discontinued operations which are disclosed in Note 3 and
Note 18 below.

     During the second  quarter of 2002,  the Company  completed  a  one-for-ten
reverse  split of its ADSs. On June 24, 2002,  every ten of the  Company's  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.  All earnings (loss) per ADS amounts  disclosed
in these financial statements have been restated to reflect this split.

     The  consolidated  balance sheet is presented in an unclassified  format as
the majority of the Group's assets relate to its  continuing  life insurance and
annuities   business.   The  Group's  other  business  is  venture  capital  and
consulting.

     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 ADSs, which are evidenced by 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.

Cash and Cash Equivalents

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

Investments

     The Group's  investments  consist of fixed maturity and equity  securities.
Fixed  maturity  securities  are  classified  as  either  available-for-sale  or
held-to-maturity,  and equity  securities  are  classified as either  trading or
available-for-sale. The investments are accounted for as follows:

     i)   available-for-sale securities are recorded at fair value, with changes
          in unrealized gains and losses excluded from net income,  but reported
          net of  applicable  income taxes and  adjustments  to deferred  policy
          acquisition cost  amortization as a separate  component of accumulated
          other comprehensive income;

     ii)  held-to-maturity  securities  are  recorded at  amortized  cost unless
          these securities become other-than-temporarily impaired; and

     iii) trading  securities  are  recorded  at  fair  value  with  changes  in
          unrealized gains and losses included in net income.

                                       35
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     When a quoted market price is available for a security, the Group uses 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 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.

     Amortization  of premiums and  accretion  of  discounts  on fixed  maturity
securities  are  reflected  in  earnings  over  the  contractual  terms  of  the
investments in a manner that produces a constant effective yield. 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
available-for-sale or held-to-maturity  securities,  below the cost or amortized
cost basis, are recognized as realized losses in the consolidated  statements of
operations.  The cost  basis of such  securities  is  adjusted  to  reflect  the
write-down recorded.

Deferred Policy Acquisition Costs

     Policy  acquisition  costs are the costs of producing  life  insurance  and
annuity business:  principally  commissions and certain marketing expenses which
vary with, and are primarily related to, the acquisition of new business. Policy
acquisition  costs are deferred and amortized  over the  estimated  lives of the
policies in relation to their  estimated  future gross profits.  Amortization is
adjusted in the current year when estimates of total profits to be realized from
a group of products are revised.

     Deferred  policy   acquisition   costs  are  adjusted  for  the  change  in
amortization  that  would  have  been  recorded  if  fixed  maturity  securities
classified as  available-for-sale  had been sold at their stated  aggregate fair
value  and the  proceeds  reinvested  at  current  yields.  The  impact  of this
adjustment  is  included  in  accumulated  other  comprehensive   income  within
shareholders' equity.

     From  July  2,  2002,  the  Company's  life  insurance  subsidiary,   LPAL,
discontinued writing new policies. As of September 30, 2002, all deferred policy
acquisition costs were written off.

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.

                                       36
<PAGE>




                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Goodwill

     Goodwill  is  recorded  at   acquisition  of   subsidiaries.   Goodwill  at
acquisition  arises  where  the  consideration  given  exceeds  the  fair  value
attributed  to the  separable  net  assets.  All  goodwill on  acquisitions  was
capitalized  until January 1, 2002, and amortized on a straight-line  basis over
its estimated  useful economic life,  generally 25 years.  Beginning  January 1,
2002, goodwill is no longer amortized, but is regularly evaluated for impairment
and any  impairment  losses are  recognized  in the  consolidated  statement  of
operations.   All  unamortized   goodwill  in  the  continuing   operations  was
written-off as of the end of 2002.

Life Insurance Policy Liabilities, Revenues and Expenses

     Life insurance  policy  liabilities,  premium revenues and related expenses
are accounted for in accordance with Statement of Financial Accounting Standards
No.  97,  "Accounting  and  Reporting  by  Insurance   Enterprises  for  Certain
Long-Duration  Contracts  and for  Realized  Gains and  Losses  from the Sale of
Investments," as follows:

     i)   Life insurance policy liabilities for deferred annuities are accounted
for as investment-type  insurance products and are 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  consist of charges
assessed against policy account values for surrenders.

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

Revenue Recognition

     Interest  income  is  accounted  for on an  accrual  basis.  Dividends  are
accounted for when declared.

     Listed equity  securities  received as a result of an acquisition of one of
the Group's  investee  companies by a publicly  traded  company that are held in
escrow by an escrow agent,  are recognized in the financial  statements when the
transaction is completed.  Reductions are made to the number of shares of listed
equity securities held in escrow that are carried in the financial statements as
claims are made by the  acquiring  company  against the  escrow,  or if evidence
exists that a claim is probable.

     Fees relating to venture  capital  activities are recognized in income when
the  investment  transaction  is  completed.  Fees for  consulting  services are
recognized  in  income  on an  accrual  basis,  based  upon  when  services  are
performed.

Stock Based Compensation

     The Company  accounts for stock based  compensation  issued to employees in
accordance  with  Accounting   Principles  Board  Opinion  No.  25  ("APB  25"),
"Accounting  for Stock Issued to Employees," and related  interpretations  which
recognizes  compensation  expense  based upon the  intrinsic  value of the stock
options  as of the date of  grant.  The  Financial  Accounting  Standards  Board
("FASB")  issued  Statement of  Financial  Accounting  Standards  No. 123 ("SFAS
123"), "Accounting for Stock Based Compensation," which encourages, but does not
require, companies to recognize compensation expense for grants of stock options
based on their fair value. The Company has elected, as permitted by SFAS 123, to
adopt the  disclosure  requirement  of SFAS 123 and to  continue  to account for
stock based compensation under APB 25.

                                       37
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     Had  compensation  expense for the Company's ESOT activity been  determined
based upon the fair value  method in  accordance  with SFAS 123,  the  Company's
consolidated  net income (loss) and earnings (loss) per share and ADS would have
been decreased or increased to the pro forma amounts as reflected below:
<TABLE>
<CAPTION>

                                                                                               Years Ended December 31,
                                                                                        -------------------------------------
                                                                                            2004        2003         2002
                                                                                        -----------  -----------  -----------
                                                                                           (In thousands, except per share
                                                                                                  and ADS amounts)

<S>                                                                                     <C>          <C>          <C>
Net income (loss) as reported................................................           $   (12,141) $    11,016  $  (205,504)
Add: Stock based employee compensation expense included in
   reported income (loss), net of related tax effects........................                     -            -            -

Deduct: Total stock based employee compensation expense determined
   under fair value based methods for all awards, net of related tax effects.                  (190)        (145)        (796)
                                                                                        -----------  -----------  -----------
Pro forma net income (loss)..................................................           $   (12,331) $    10,871  $  (206,300)
                                                                                        -----------  -----------  -----------
                                                                                        -----------  -----------  -----------
Basic earnings (loss) per share:
As reported..................................................................                 (0.24)        0.22        (4.05)
Pro forma....................................................................                 (0.24)        0.21        (4.06)
Basic earnings (loss) per ADS:
As reported..................................................................                 (2.39)        2.17       (40.49)
Pro forma....................................................................                 (2.43)        2.14       (40.65)
Diluted earnings (loss) per share:
As reported..................................................................                 (0.24)        0.22        (4.05)
Pro forma....................................................................                 (0.24)        0.21        (4.06)
Diluted earnings (loss) per ADS:
As reported..................................................................                 (2.39)        2.15       (40.49)
Pro forma....................................................................                 (2.43)        2.12       (40.65)
Weighted-average fair value of options granted
   at market price during year...............................................                     -            -         0.23
Weighted-average fair value of options granted
   at less than market price during year.....................................                     -            -            -

</TABLE>

                                       38
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     The pro forma  disclosures  shown  above were  calculated  for all  options
granted after December 31, 1994 using a Black-Scholes  option pricing model with
the following assumptions:
<TABLE>
<CAPTION>

                                                                                          2004 (1)     2003 (1)      2002
                                                                                        -----------  -----------  -----------
<S>                                                                                     <C>          <C>          <C>
Expected dividend yield (2)..................................................                     -            -            -
Expected stock price volatility..............................................                     -            -         125%
Risk-free interest rate......................................................                     -            -        3.95%
Weighted-average expected life (in years)....................................                     -            -            5
<FN>
(1) No grants were made in 2003 and 2004.
(2) Future dividends were not assumed, as dividends have not been paid since 2001.
</FN>
</TABLE>

Income Taxes

     The Group  accounts  for  income  taxes in  accordance  with  Statement  of
Financial  Accounting  Standards  No. 109 ("SFAS 109"),  "Accounting  for Income
Taxes." Under SFAS 109, 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

     The Company  calculates  earnings per share in accordance with Statement of
Financial Accounting Standards No. 128 ("SFAS 128"),  "Earnings per Share." This
statement  requires the  presentation  of basic and diluted  earnings per share.
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 under SFAS
128. The Company has also issued Ordinary Share warrants to the Bank of Scotland
in connection with the Company's bank facility (now terminated),  which are also
considered  potential common stock under SFAS 128. 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."

                                       39
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Foreign Currencies

     The Group uses the (pound) sterling as the functional currency for LPAL and
the U.S.  dollar  as the  functional  currency  for the  Company  and all  other
significant  subsidiaries.  Foreign exchange gains and losses resulting from the
remeasurement  of foreign  currency  assets  and  liabilities  into an  entity's
functional  currency are included in other operating expense in the consolidated
statements  of  operations.  For entities  using a (pound)  sterling  functional
currency,   assets  and  liabilities   denominated  in  foreign  currencies  are
translated  into U.S.  dollars at the  prevailing  exchange rates at the balance
sheet  date and income  and  expense  items are  translated  to U.S.  dollars at
average  exchange rates in effect during the period.  The resulting  translation
adjustment  is shown as a separate  component of other  comprehensive  income in
shareholders' equity. Foreign currency transaction gains and losses are recorded
in the results of operations, and were not material in all periods presented.

Comprehensive Income

     Comprehensive  income consists of net income;  changes in unrealized  gains
and losses on  available-for-sale  securities,  net of income taxes and deferred
policy   acquisition  cost  amortization   adjustments;   and  foreign  currency
translation  gains or losses arising on the translation of the Group's  non-U.S.
dollar based subsidiaries.

Recently Issued Accounting Pronouncements

     In  December  2004,  the FASB  issued  Statement  of  Financial  Accounting
Standards No. 123 (revised 2004) ("SFAS 123R"), "Share-Based Payment." SFAS 123R
is a revision of SFAS 123 and  supersedes  APB 25. Among other items,  SFAS 123R
eliminates the use of APB 25 and the intrinsic  value method of accounting,  and
requires  companies  to  recognize  the cost of  employee  services  received in
exchange for awards of equity instruments, based on the grant date fair value of
those awards,  in the financial  statements.  The effective date of SFAS 123R is
the first reporting period beginning after June 15, 2005, which is third quarter
2005 for calendar year companies,  although early adoption is allowed. SFAS 123R
permits   companies  to  adopt  its   requirements   using  either  a  "modified
prospective" method, or a "modified  retrospective"  method. Under the "modified
prospective" method, compensation cost is recognized in the financial statements
beginning with the effective  date,  based on the  requirements of SFAS 123R for
all share-based  payments granted after that date, and based on the requirements
of SFAS 123 for all unvested  awards granted prior to the effective date of SFAS
123R. Under the "modified  retrospective"  method, the requirements are the same
as under the "modified prospective" method, but also permits entities to restate
financial  statements of previous periods based on proforma  disclosures made in
accordance with SFAS 123.

     The  Company  currently  utilizes a standard  option-pricing  model  (i.e.,
Black-Scholes)  to  measure  the  fair  value of stock  options  granted  to its
employees. While SFAS 123R permits entities to continue to use such a model, the
standard  also  permits  the use of a "lattice"  model.  The Company has not yet
determined  which model it will use to measure the fair value of employee  stock
options upon the adoption of SFAS 123R.

     SFAS  123R  also  requires  that  the  benefits  associated  with  the  tax
deductions in excess of recognized  compensation cost be reported as a financing
cash flow,  rather  than as an  operating  cash flow as required  under  current
literature.  This  requirement will reduce net operating cash flows and increase
net  financing  cash flows in periods  after the  effective  date.  These future
amounts  cannot be estimated,  because they depend on, among other things,  when
employees exercise stock options.

     The Company  currently  expects to adopt SFAS 123R  effective July 1, 2005;
however, the Company has not yet determined which of the aforementioned adoption
methods it will use.

                                       40
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     In  December  2004,  the FASB  issued  Statement  of  Financial  Accounting
Standards  No.  153  ("SFAS  153"),   "Exchanges  of  Nonmonetary  Assets."  The
provisions of SFAS 153 are effective for nonmonetary  asset exchanges  occurring
in  fiscal  periods  beginning  after  June 15,  2005.  The  provisions  of this
statement  should be applied  prospectively,  and  eliminates the exception from
fair value measurement for nonmonetary exchanges of similar productive assets in
paragraph   21(b)  of  APB  Opinion   No.  29,   "Accounting   for   Nonmonetary
Transactions,"  and replaces it with an exception for exchanges that do not have
commercial  substance.  The  adoption of this  accounting  pronouncement  is not
expected  to have a  material  effect 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.
Actual results could differ from these estimates. Certain estimates such as fair
value  and  actuarial  assumptions  have a  significant  impact on the gains and
losses recorded on investments and balance of life insurance policy liabilities.


Note 3.   Discontinued Operations

(a) London Pacific Life & Annuity Company ("LPLA")

     As previously disclosed in the Company's 2002 and 2003 audited consolidated
financial statements and notes thereto, included in the Company's Annual Reports
on Form 10-K,  the  Company,  with the  unanimous  approval  of LPLA's  board of
directors,  ceded control of LPLA to the North Carolina insurance  regulators on
August 6, 2002. In connection  therewith,  the Company  deconsolidated  LPLA and
recorded a charge to earnings of $38.5 million during the third quarter of 2002.
Although  LPLA was placed  under  regulatory  control  and  rehabilitation  (and
subsequently  in July  2004,  a  court  order  was  issued  approving  a plan of
liquidation  for  LPLA  and  also  approving  exchange   agreements  which  give
policyholders  the option of exchanging their existing policies for new policies
in another  insurance  company),  the Company will not regain control or receive
any benefit from LPLA in the future.  As such, in accordance  with  Statement of
Financial  Accounting  Standard  No.  144  ("SFAS  144"),  "Accounting  for  the
Impairment or Disposal of Long Lived  Assets," the results of operations of LPLA
(pre-rehabilitation)  have been reported in discontinued operations.  Under SFAS
144, the results of operations of a  discontinued  business,  and any impairment
losses  related to a  discontinued  business,  are  reported  separately  in the
statement of operations under discontinued  operations for the current and prior
periods.


                                       41
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     A summary of LPLA's pre-tax operating results  (pre-rehabilitation) for the
year ended December 31, 2002 is shown below.
<TABLE>
<CAPTION>

                                                                                                       Year Ended
                                                                                                      December 31,
                                                                                                        2002 (1)
                                                                                                      ------------
                                                                                                    (In thousands)
Revenues:
<S>                                                                                                   <C>
Investment income before intercompany management fee expense.....................................     $     62,453
Intercompany management fee expense (2)..........................................................           (3,632)
Other income.....................................................................................            4,176
Net realized and change in net unrealized investment gains and losses............................          (97,618)
                                                                                                      ------------
Total revenues and net investment losses.........................................................          (34,621)

Expenses:
Interest credited on insurance policyholder accounts.............................................           56,133
Amortization of deferred policy acquisition costs................................................           17,145
Other expenses...................................................................................            4,593
                                                                                                      ------------
Total expenses...................................................................................           77,871
                                                                                                      ------------
Loss before income taxes.........................................................................     $   (112,492)
                                                                                                      ------------
                                                                                                      ------------
<FN>
(1) Though the Group did not lose control of LPLA until August 6, 2002, the Group was not able to obtain LPLA's financial
    results on a U.S. GAAP basis for the period July 1, 2002 up to August 6, 2002.  Therefore,  the Group's  consolidated
    statement of operations includes LPLA's  results only through June 30, 2002. These results are reflected as discontinued
    operations  in the  consolidated statement of operations.

(2) Fees in the amount of $2,908,000  for the year ended  December 31, 2002 were paid to and included in the revenues
    of the venture capital and consulting  business segment of continuing  operations.  The remaining fees were paid to
    the asset management  business segment of discontinued operations.
</FN>
</TABLE>

     The loss on disposal of discontinued  operations,  net of tax, was recorded
in the third quarter of 2002 and reported in the Group's Form 10-Q as follows:
<TABLE>
<CAPTION>

                                                                                                     (In thousands)

<S>                                                                                                  <C>
Net unrealized losses on available-for-sale securities, net of
   deferred policy acquisition cost amortization adjustments and deferred income taxes...........     $     10,649
Impairment on long-lived assets (LPLA's net assets)..............................................           12,269
Write-off of doubtful receivables from LPLA......................................................           15,614
                                                                                                      ------------
                                                                                                            38,532

Income tax benefit...............................................................................                -
                                                                                                      ------------
Net loss on disposal of discontinued operations..................................................     $     38,532
                                                                                                      ------------
                                                                                                      ------------
</TABLE>

     Previously,  LPLA had been  included  in the  Group's  life  insurance  and
annuities business segment.

                                       42
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(b) Berkeley Capital Management

     As  described  in  Note 1  "Material  Events,"  the  Group  entered  into a
definitive  agreement to sell  substantially all of the assets and operations of
BCM on March 7,  2003,  and on May 7, 2003  completed  the sale.  In  connection
therewith,  the Company  deconsolidated  BCM as of March 31, 2003 in  accordance
with SFAS 144. The Company  does not expect to receive any  material  amounts of
income from its asset management segment in the foreseeable  future. The results
of  operations  of BCM for the prior  periods  and,  in addition  for 2002,  the
results of Berkeley  International  Limited  ("BIL") (the remainder of the asset
management   segment  in  that  period)  have  been  reported  in   discontinued
operations.

     A summary of BCM's pre-tax operating results  (including the results of the
remainder of the asset  management  segment for the prior  periods from BIL) for
the years ended December 31, 2003 and 2002 is shown below.
<TABLE>
<CAPTION>

                                                                                               Years Ended
                                                                                               December 31,
                                                                                        ------------------------
                                                                                          2003 (2)      2002
                                                                                        -----------  -----------
                                                                                             (In thousands)
Revenues:
<S>                                                                                     <C>          <C>
Asset management fees.................................................................. $     1,364  $     4,493
Intercompany management fee income (1).................................................           5          763
                                                                                        -----------  -----------
Total revenues.........................................................................       1,369        5,256

Operating expenses.....................................................................       1,403        4,643
                                                                                        -----------  -----------
Income (loss) before income taxes...................................................... $       (34) $       613
                                                                                        -----------  -----------
                                                                                        -----------  -----------

<FN>
(1) Fees were paid from and  included  in the net  revenues of the life  insurance  and  annuities  business  segment
    of  continuing operations (LPAL) of $5,000 and $39,000 for the years ended December 31, 2003 and 2002,  respectively.
    For the year ended December 31, 2002, these fees also include $724,000 received from LPLA (discontinued operations).

(2) Partial year up to sale completion.
</FN>
</TABLE>

     The $7,949,000 gain on sale of discontinued  operations,  net of tax of $0,
was recorded in the second quarter of 2003 and reported in the Group's Form 10-Q
for that quarter.

     Previously,  BCM was  included in the  Group's  asset  management  business
segment.

(c) London Pacific Advisors

     As  described  in  Note 1  "Material  Events,"  the  Group  entered  into a
definitive agreement to sell the LPA business on May 9, 2003 and on June 5, 2003
completed the sale. In connection therewith,  the Company reports the results of
operations of LPA for the prior periods as discontinued operations in accordance
with SFAS 144.

                                       43
<PAGE>







                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     A summary of LPA's pre-tax  operating  results for the years ended December
31, 2003 and 2002 is shown below.
<TABLE>
<CAPTION>

                                                                                              Years Ended
                                                                                              December 31,
                                                                                        ------------------------
                                                                                          2003 (1)      2002
                                                                                        -----------  -----------
                                                                                             (In thousands)
Revenues:
<S>                                                                                     <C>          <C>
Investment income...................................................................... $         4  $        18
Gross financial advisory services fees.................................................       5,820       16,184
Payments due to independent advisors...................................................      (3,477)     (10,029)
                                                                                        -----------  -----------
Total net revenues.....................................................................       2,347        6,173

Expenses...............................................................................       4,069       10,440
                                                                                        -----------  -----------
Loss before income taxes............................................................... $    (1,722) $    (4,267)
                                                                                        -----------  -----------
                                                                                        -----------  -----------
<FN>
(1) Partial year up to sale completion.
</FN>
</TABLE>

     The $3,772,000 gain on sale of discontinued operations,  and tax expense on
the gain of $36,000, were recorded in the second quarter of 2003 and reported in
the Group's Form 10-Q for that quarter.

     Previously,  LPA was included in the Group's  financial  advisory  services
business segment.


Note 4.    Investments

Summary Cost and Fair Value Information

Fixed Maturity Securities

     An analysis of fixed maturity securities is as follows:
<TABLE>
<CAPTION>

                                                                          December 31,
                                -----------------------------------------------------------------------------------------------
                                                     2004                                              2003
                                ---------------------------------------------     ---------------------------------------------
                                              Gross       Gross     Estimated                  Gross        Gross     Estimated
                                Amortized  Unrealized  Unrealized      Fair       Amortized  Unrealized  Unrealized      Fair
                                  Cost        Gains      Losses       Value         Cost        Gains      Losses       Value
                                ---------   ---------   ---------   ---------     ---------   ---------   ---------   ---------
                                                                         (In thousands)
Available-for-Sale:

<S>                             <C>         <C>         <C>         <C>           <C>         <C>         <C>         <C>
Non-U.S. corporate
   debt securities..........    $  19,117   $      65   $     (29)  $  19,153     $  18,354   $      48   $     (89)  $  18,313
Corporate debt securities...        2,224           1          (1)      2,224         7,049          33          (2)      7,080
                                ---------   ---------   ---------   ---------     ---------   ---------   ---------   ---------
Total fixed maturity
   securities ..............    $  21,341   $      66   $     (30)  $  21,377     $  25,403   $      81   $     (91)  $  25,393
                                ---------   ---------   ---------   ---------     ---------   ---------   ---------   ---------
                                ---------   ---------   ---------   ---------     ---------   ---------   ---------   ---------
</TABLE>

     As of December 31, 2004, there were no non-income  producing fixed maturity
securities for the twelve months preceding December 31, 2004.


                                       44
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Contractual Maturities

     The amortized cost and estimated fair value of fixed maturity securities as
of  December  31,  2004 by  contractual  maturity,  are  shown  below.  Expected
maturities may differ from  contractual  maturities as certain  issuers have the
right to call and certain borrowers have the right to prepay obligations without
penalty.
<TABLE>
<CAPTION>


                                                                                           Available-for-Sale
                                                                                        ------------------------
                                                                                                      Estimated
                                                                                         Amortized       Fair
                                                                                           Cost         Value
                                                                                        -----------  -----------
                                                                                              (In thousands)

<S>                                                                                     <C>          <C>
Due in one year or less...........................................................      $    11,329  $    11,301
Due after one year through five years.............................................           10,012       10,076
                                                                                        -----------  -----------
                                                                                        $    21,341  $    21,377
                                                                                        -----------  -----------
                                                                                        -----------  -----------
</TABLE>

Equity Securities

     Equity   securities  are  comprised  of   available-for-sale   and  trading
securities. An analysis of equity securities is as follows:
<TABLE>
<CAPTION>

                                                                          December 31,
                                -----------------------------------------------------------------------------------------------
                                                     2004                                              2003
                                ---------------------------------------------     ---------------------------------------------
                                              Gross       Gross     Estimated                  Gross        Gross     Estimated
                                           Unrealized  Unrealized      Fair                  Unrealized  Unrealized      Fair
                                  Cost        Gains      Losses       Value         Cost        Gains      Losses       Value
                                ---------   ---------   ---------   ---------     ---------   ---------   ---------   ---------
                                                                         (In thousands)
Private corporate equity
<S>                             <C>         <C>         <C>         <C>           <C>         <C>         <C>         <C>
   securities..............     $     850   $       -   $       -   $     850     $   4,262   $       -   $       -   $   4,262
                                ---------   ---------   ---------   ---------     ---------   ---------   ---------   ---------
Total available-for-sale
   equity securities.......           850           -           -         850         4,262           -           -       4,262

Trading securities.........           586          20         (54)        552         4,544      12,546        (208)     16,882
                                ---------   ---------   ---------   ---------     ---------   ---------   ---------   ---------
Total equity securities....     $   1,436   $      20   $     (54)   $  1,402     $   8,806   $  12,546   $    (208)  $  21,144
                                ---------   ---------   ---------   ---------     ---------   ---------   ---------   ---------
                                ---------   ---------   ---------   ---------     ---------   ---------   ---------   ---------
</TABLE>

     Trading securities are carried at fair value with changes in net unrealized
gains and losses of $(12,373,000), $22,617,000 and $(22,483,000) included in the
income  and  losses  for the  years  ended  December  31,  2004,  2003 and 2002,
respectively.  During 2002, the loss from the change in net unrealized gains and
losses  on  trading  securities   included  a  reclassification   adjustment  of
$8,761,000  related  to  securities  purchased  from LPLA at above  the  Group's
original cost.


                                       45
<PAGE>






                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Investment Concentration and Risk

     As of December 31, 2004, the Group's  investment  portfolio did not include
any individual  investments  which  represented  more than 10% of  shareholders'
equity as of that date.

     As of  December  31,  2004,  the  Company's  Jersey  based  life  insurance
subsidiary,  LPAL,  owned 100% of the Group's  $21.4  million in fixed  maturity
securities, 99% of the Group's $0.9 million in available-for-sale private equity
securities, and 84% of the Group's $0.6 million in trading securities. LPAL is a
regulated insurance company, and as such it must meet stringent capital adequacy
requirements and it may not make any distributions without the consent of LPAL's
independent actuary. LPAL'S investments are therefore not currently available to
fund the operations or commitments of the Company or its other subsidiaries.

     As of December 31, 2003,  equity  securities  held by the Group included an
investment in Packeteer,  Inc. of $16,336,000 which represented more than 10% of
shareholders' equity as of that date. During 2004, the Group sold its investment
in Packeteer, Inc.

     Fixed  maturity   securities   considered   less  than   investment   grade
approximated 1.4% and 1.2% of total fixed maturity securities as of December 31,
2004 and 2003, respectively.

                                       46
<PAGE>




                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Net Unrealized Gains (Losses) on Available-for-Sale Securities

     Net   unrealized   gains  on  fixed  maturity   securities   classified  as
available-for-sale  as of  December  31,  2004  totaled  $36,000.  There were no
related  deferred  policy  acquisition  cost  adjustments or income taxes. As of
December 31, 2003, for continuing operations, the net unrealized losses on fixed
maturity securities classified as available-for-sale were $10,000.

     There were no net  unrealized  losses on equity  securities  classified  as
available-for-sale as of December 31, 2004 or 2003.

     Changes in net unrealized gains and losses on available-for-sale securities
included in other  comprehensive  income for the years ended  December 31, 2002,
2003 and 2004 were as follows:
<TABLE>
<CAPTION>


                                                                                            Net Unrealized Gains (Losses)
                                                                                        -------------------------------------
                                                                                           Fixed
                                                                                          Maturity     Equity
                                                                                         Securities   Securities     Total
                                                                                        -----------  -----------  -----------
                                                                                                   (In thousands)

<S>                                                                                     <C>          <C>          <C>
Net unrealized losses on available-for-sale securities as of December 31, 2001..        $    (8,118) $    (1,631) $    (9,749)

Changes during the year ended December 31, 2002 for continuing operations:
   Unrealized holding gains and losses on available-for-sale securities.........               (116)      (1,000)      (1,116)
   Reclassification adjustment for gains and losses included in net loss........               (878)       1,244          366
   Increase in amortization of deferred policy acquisition costs................               (551)           -          551
Changes during the year ended December 31, 2002 for discontinued operations:
   Change in net unrealized gains and losses on available-for-sale securities...             16,584      (10,840)       5,744
   Increase in amortization of deferred policy acquisition costs................             (8,044)           -       (8,044)
   Decrease (increase) in deferred income tax liabilities.......................             (2,989)       3,794          805
   Reclassification adjustment for losses of discontinued operations included
    in net loss.................................................................              3,966        6,683       10,649
                                                                                        -----------  -----------  -----------
Net unrealized losses on available-for-sale securities as of December 31, 2002..               (146)      (1,750)      (1,896)

Changes during the year ended December 31, 2003 for continuing operations:
   Unrealized holding gains and losses on available-for-sale securities.........                 54            -           54
   Reclassification adjustment for gains and losses included in net income......                 82        1,750        1,832
                                                                                        -----------  -----------  -----------
Net unrealized losses on available-for-sale securities as of December 31, 2003..                (10)           -          (10)

Changes during the year ended December 31, 2004 for continuing operations:
   Unrealized holding gains and losses on available-for-sale securities.........                 64            -           64
   Reclassification adjustment for gains and losses included in net loss........                (18)           -          (18)
                                                                                        -----------  -----------  -----------
Net unrealized gains on available-for-sale securities as of December 31, 2004...        $        36  $         -  $        36
                                                                                        -----------  -----------  -----------
                                                                                        -----------  -----------  -----------

</TABLE>

                                       47
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Net Investment Income

     The  details of  investment  income,  net of  investment  expenses,  are as
follows:
<TABLE>
<CAPTION>

                                                                                                Years Ended December 31,
                                                                                        -------------------------------------
                                                                                           2004         2003         2002
                                                                                        -----------  -----------  -----------
                                                                                                   (In thousands)

<S>                                                                                     <C>          <C>          <C>
Interest on fixed maturity securities........................................           $     1,131  $     1,611  $     5,972
Interest on cash and cash equivalents........................................                   268          280          629
                                                                                        -----------  -----------  -----------
Gross investment income......................................................                 1,399        1,891        6,601
Investment expenses..........................................................                    (2)          (4)         (11)
                                                                                        -----------  -----------  -----------
                                                                                              1,397        1,887        6,590
Amounts credited on insurance policyholder accounts..........................                (1,358)      (1,922)      (6,031)
                                                                                        -----------  -----------  -----------
Net investment income (loss).................................................           $        39  $       (35) $       559
                                                                                        -----------  -----------  -----------
                                                                                        -----------  -----------  -----------
</TABLE>

     Investment expenses included costs of investment administration,  primarily
custodial fees.

Realized Gains and Losses

     Information  about gross and net  realized  gains and losses on  securities
transactions is as follows:
<TABLE>
<CAPTION>

                                                                                                Years Ended December 31,
                                                                                        -------------------------------------
                                                                                           2004         2003         2002
                                                                                        -----------  -----------  -----------
                                                                                                   (In thousands)
<S>                                                                                     <C>          <C>          <C>
Realized gains (losses) on securities transactions:
Fixed maturities, available-for-sale:
   Gross gains...............................................................           $         -  $        43  $     1,798
   Gross losses .............................................................                     -         (286)     (15,611)
                                                                                        -----------  -----------   ----------
Net realized losses on fixed maturities, available-for-sale..................                     -         (243)     (13,813)
                                                                                        -----------  -----------  -----------
Fixed maturities, held-to-maturity:
   Gross losses..............................................................                     -            -       (2,125)
                                                                                        -----------  -----------  -----------
Equity securities, trading:
   Gross gains...............................................................                 8,219        4,874        5,601
   Gross losses..............................................................                  (265)     (15,237)      (1,629)
                                                                                        -----------  -----------  -----------
Net realized gains (losses) on equity securities, trading....................                 7,954      (10,363)       3,972
                                                                                        -----------  -----------  -----------
Equity securities, available-for-sale:
   Gross gains...............................................................                   121            9            -
   Gross losses..............................................................                (3,375)      (4,715)      (9,541)
                                                                                        -----------  -----------  -----------
Net realized losses on equity securities, available-for-sale.................                (3,254)      (4,706)      (9,541)
                                                                                        -----------  -----------  -----------

Net realized investment gains (losses) on securities transactions............           $     4,700  $   (15,312) $   (21,507)
                                                                                        -----------  -----------  -----------
                                                                                        -----------  -----------  -----------
</TABLE>

                                       48
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     During 2004,  the Group's  management  determined  that one private  equity
investment  in a  technology  company was  other-than-temporarily  impaired  and
consequently  recorded  a  realized  loss of $3.4  million  in the  consolidated
statement of operations.

     During 2003, the Group's  management  determined  that three private equity
investments  in technology  companies were  other-than-temporarily  impaired and
consequently  recorded realized losses totaling $4.7 million in the consolidated
statement of operations.


Note 5.    Property and Equipment

     Property and equipment are carried at cost and consisted of the following:
<TABLE>
<CAPTION>

                                                                                               December 31,
                                                                                        ------------------------
                                                                                           2004          2003
                                                                                        -----------  -----------
                                                                                            (In thousands)

<S>                                                                                     <C>          <C>
Property, equipment and leasehold improvements....................................      $       743  $     1,549
Accumulated depreciation..........................................................             (673)      (1,432)
                                                                                        -----------  -----------
Property and equipment, net.......................................................      $        70  $       117
                                                                                        -----------  -----------
                                                                                        -----------  -----------
</TABLE>


Note 6.    Cash Held in Escrow

     Cash held in escrow  consists of the proceeds  from the sale of LPA on June
5, 2003 which were held back to cover any of the Group's  indemnity  obligations
within the 18 month period  following the close of the  transaction.  Funds were
due to be released  with  accrued  interest in December  2004,  less any amounts
related  to  indemnification  matters  as  set  out  in the  sale  and  purchase
agreement.  As discussed above in Note 1 "Material Events," the Company was made
aware on March 8, 2005 of SunGard's  complaint with respect to alleged losses in
an amount equal to at least $7.2 million  resulting  from,  among other  things,
alleged  breaches of  representations  and warranties  contained in the sale and
purchase agreement.  SunGard is also seeking  indemnification  from the Company.
After consultation with its legal advisors, the Group's management believes that
this claim is without  merit,  and the Group will defend the matter  vigorously.
Due to this  indemnification  claim by SunGard, the $1.0 million in cash held in
escrow was not released to the Group in December 2004 as scheduled.  The Company
has not made any reserve against the $1.0 million in escrow.


Note 7.    Other Assets

     An analysis of other assets is as follows:
<TABLE>
<CAPTION>
                                                                                               December 31,
                                                                                        ------------------------
                                                                                           2004          2003
                                                                                        -----------  -----------
                                                                                              (In thousands)

<S>                                                                                     <C>          <C>
Prepayments.......................................................................      $       422  $       499
Receivables:
   Income tax refund receivable...................................................                -           17
   Fee income receivable..........................................................              175            7
   Other receivables..............................................................               24            3
                                                                                        -----------  -----------
Total other assets................................................................      $       621  $       526
                                                                                        -----------  -----------
                                                                                        -----------  -----------
</TABLE>


                                       49
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 8.    Life Insurance Policy Liabilities

     An analysis of life insurance policy liabilities is as follows:
<TABLE>
<CAPTION>

                                                                                               December 31,
                                                                                        ------------------------
                                                                                           2004         2003
                                                                                        -----------  -----------
                                                                                             (In thousands)

<S>                                                                                     <C>          <C>
Deferred annuities - policyholder contract deposits...............................      $    21,091  $    27,896
Other policy claims and benefits..................................................              138          158
                                                                                        -----------  -----------
                                                                                        $    21,229  $    28,054
                                                                                        -----------  -----------
                                                                                        -----------  -----------
</TABLE>

     The liability for future policy benefits and policyholder contract deposits
was determined based on the following assumptions:

Interest Rate Assumptions

     Guaranteed  reset rates were 3.0% for seven year annuity products issued in
2002.  For  three  and five  year  annuity  products,  credited  interest  rates
generally  ranged from 3.75% to 7.40% in 2004,  3.30% to 7.40% in 2003, and from
3.30% to 7.40% in 2002.

Mortality Assumptions

     Assumed  mortality rates were based on standard tables commonly used in the
U.K. life insurance industry,  namely the AM80 table for male lives and the AF80
table for female lives.

Withdrawal Assumptions

     Withdrawal  charges on deferred  annuities  generally ranged from 1% to 7%,
grading to zero over a period of up to 7 years.


Note 9.   Statutory Financial Information and Restrictions

     LPAL is regulated by the Jersey Financial Services  Commission ("JFSC") and
under  Article 6 of the  Insurance  Business  (Jersey)  Law 1996 is permitted to
conduct long-term  insurance  business.  The JFSC requires 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 must be  accompanied  by a  Certificate  from the  Appointed
Actuary that based on sufficiently prudent assumptions, assets are sufficient to
cover all  liabilities.  The annual filing  contains a report from the Appointed
Actuary on the matching of investments to liabilities.

     The JFSC sets out the conditions with which LPAL must comply and determines
the reporting  requirements  and the frequency of  reporting.  These  conditions
require that: (i) LPAL must 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, 2004, LPAL met all of these conditions.

                                       50
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     LPAL is also required under the insurance  laws to appoint an actuary.  The
actuary  must be  qualified  as  defined  under  Jersey law and is  required  to
supervise the long-term insurance fund. No transfers,  except in satisfaction of
long-term insurance business  liabilities,  including  dividends,  are permitted
from the long-term insurance fund without written consent from the actuary.


Note 10.    Income Taxes

     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 and other tax benefits  which may not recur have reduced the tax
charge in 2004, 2003 and 2002.

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

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

                                                                                                Years Ended December 31,
                                                                                        -------------------------------------
                                                                                           2004         2003         2002
                                                                                        -----------  -----------  -----------
                                                                                                   (In thousands)

<S>                                                                                     <C>          <C>          <C>
Income (loss) from continuing operations before income taxes:
Jersey, Guernsey and United Kingdom..........................................           $   (11,049) $     2,570  $   (52,804)
United States................................................................                  (802)      (1,523)      (1,674)
                                                                                        -----------  -----------  -----------
Total income (loss) from continuing operations before income taxes...........           $   (11,851) $     1,047  $   (54,478)
                                                                                        -----------  -----------  -----------
                                                                                        -----------  -----------  -----------
</TABLE>

                                       51
<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 20% to income (loss)
from continuing  operations  before income taxes. The sources and tax effects of
the difference are as follows:
<TABLE>
<CAPTION>

                                                                                                Years Ended December 31,
                                                                                        -------------------------------------
                                                                                           2004         2003         2002
                                                                                        -----------  -----------  -----------
                                                                                                   (In thousands)

<S>                                                                                     <C>          <C>          <C>
Income taxes computed at Jersey statutory income tax rate of 20%.............           $    (2,370) $       209  $   (10,896)
Realized and unrealized investment losses (gains) not subject to taxation
   in Jersey.................................................................                 1,412         (474)       4,880
Other losses not deductible in Jersey........................................                   619          896        2,664
Losses not deductible (income not taxable) in Guernsey.......................                   144         (962)       2,970
Taxes on income (benefits on losses) at higher than 20% statutory
   Jersey rate:
   Net income (loss) on continuing operations in the U.S.....................                  (183)        (348)        (382)
Adjustment of prior years' provisions........................................                  (308)         (33)      (1,542)
Increase in valuation allowance..............................................                   941       47,962       23,958
Less: valuation allowance related to discontinued operations.................                     -      (52,238)     (20,768)
Utilization of U.S. capital loss carryforwards for which a full valuation
   allowance had been provided in prior years................................                     -        4,100            -
Other........................................................................                    35          846          407

                                                                                        -----------  -----------  -----------
Actual tax expense (benefit) for continuing operations ......................           $       290  $       (42) $     1,291
                                                                                        -----------  -----------  -----------
                                                                                        -----------  -----------  -----------
</TABLE>

     The  components  of  the  actual  tax  expense   (benefit)  for  continuing
operations are as follows:
<TABLE>
<CAPTION>

                                                                                                Years Ended December 31,
                                                                                        -------------------------------------
                                                                                           2004         2003         2002
                                                                                        -----------  -----------  -----------
                                                                                                   (In thousands)

<S>                                                                                     <C>          <C>          <C>
Jersey, Guernsey and United Kingdom:
   Current tax benefit.......................................................           $         -  $       (33) $      (671)
   Deferred tax expense......................................................                     -            -            -

United States:
   Current tax expense (benefit).............................................                   290           (9)        (903)
   Deferred tax expense......................................................                     -            -        2,865

                                                                                        -----------  -----------  -----------
Total actual tax expense (benefit)...........................................           $       290  $       (42) $     1,291
                                                                                        -----------  -----------  -----------
                                                                                        -----------  -----------  -----------
</TABLE>

     The  components  of the  actual  tax  expense  (benefit)  for  discontinued
operations are as follows:
<TABLE>
<CAPTION>

                                                                                                Years Ended December 31,
                                                                                        -------------------------------------
                                                                                           2004         2003         2002
                                                                                        -----------  -----------  -----------
                                                                                                   (In thousands)

<S>                                                                                     <C>          <C>          <C>
United States:
   Current tax expense (benefit).............................................           $         -  $        38  $    (8,159)
   Deferred tax expense......................................................                     -            -        3,216
                                                                                        -----------  -----------  -----------
                                                                                        $         -  $        38  $    (4,943)
                                                                                        -----------  -----------  -----------
                                                                                        -----------  -----------  -----------
</TABLE>


                                       52
<PAGE>
                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     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  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 both December 31, 2003 and December 31, 2004,  full
valuation  allowances  were provided on the net deferred tax assets of both U.S.
tax groups due to the uncertainty of generating future taxable income or capital
gains to benefit from the deferred tax assets.
<TABLE>
<CAPTION>


                                                                                               December 31,
                                                                                        ------------------------
                                                                                           2004          2003
                                                                                        -----------  -----------
                                                                                             (In  thousands)
U.S. subsidiaries (continuing operations):

<S>                                                                                     <C>          <C>
Deferred income tax assets:
Net operating loss carryforwards..................................................      $     9,061  $     8,082
Capital loss carryforwards........................................................           67,283       67,288
Unrealized losses on investments..................................................                7            -
Deferred compensation.............................................................                7            9
Other assets......................................................................                2           53
Valuation allowance...............................................................          (76,323)     (75,382)
                                                                                        -----------  -----------
Deferred income tax assets, net of valuation allowance............................               37           50

Deferred income tax liabilities:
Deferred capital gains............................................................              (36)           -
Depreciation, amortization and other..............................................               (1)           -
Other liabilities ................................................................                -          (50)
                                                                                        -----------  -----------
                                                                                                (37)         (50)
                                                                                        -----------  -----------
Net deferred income tax assets - U.S. subsidiaries
   (continuing operations)........................................................      $         -  $         -
                                                                                        -----------  -----------
                                                                                        -----------  -----------
</TABLE>


     As of December 31, 2004, the U.S. subsidiaries of continuing operations had
pre-tax federal net operating loss carryforwards of approximately  $22.8 million
expiring as follows: approximately $1.3 million in 2011, and approximately $21.5
million from 2020 to 2024. These subsidiaries have California net operating loss
carryforwards  of  approximately  $14.8  million  expiring from 2012 to 2014. In
addition,  these  subsidiaries have federal capital loss carryforwards of $157.3
million ($156.0 million for California  purposes) that expire in 2007. The Group
has recorded a full valuation allowance for the deferred tax assets arising from
these carryforward amounts as of December 31, 2004.

     In October 2003,  the California  Franchise Tax Board ("FTB")  notified the
Group of proposed  income tax  assessments  totaling  $2.3 million plus interest
related to the Group's 1998 and 1999 tax returns.  In December  2003,  the Group
filed a protest letter with the FTB. On September 29, 2004, new  legislation was
passed which

                                       53
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

provides  that a taxpayer may elect to determine  its  deduction  for  dividends
received  from an insurance  company  subsidiary  for taxable years ending on or
after December 1, 1997 and commencing before January 1, 2004, in an amount equal
to 80 percent of the qualified dividends  received.  In November 2004, the Group
filed amended tax returns for 1998 and 1999 in which it made an election to take
an 80% dividends  received  deduction on qualified  dividends  received from its
life  insurance  subsidiary.  The  Group  paid  additional  California  taxes of
$283,000  plus  interest of  $105,000.  In January  2005,  the FTB  acknowledged
receipt of the amended tax returns and the  additional  taxes and interest paid,
and informed the Group that based on the FTB's calculations,  the Group is due a
refund of approximately $4,000.


Note 11.    Shareholders' Equity

     The Company has authorized  86,400,000  Ordinary Shares with a par value of
$0.05 per  share.  As of  December  31,  2004 and 2003,  there  were  64,439,073
Ordinary Shares issued and outstanding.

     No dividends  were declared and paid in 2003 or 2004. A final  dividend for
2001 was declared and paid during 2002 of $0.05 gross per Ordinary  Share ($0.04
net of 20% Jersey tax) and $0.40 per ADS (net of 20% Jersey tax), or $2,032,000,
in total.

     Accumulated other  comprehensive  income (loss) consists of two components,
foreign currency translation  adjustments and net unrealized gains and losses on
available-for-sale   securities.   Accumulated   foreign  currency   translation
adjustments were $(338,000),  $(429,000) and $(717,000) as of December 31, 2004,
2003  and  2002,   respectively.   The  net   unrealized   gains   (losses)   on
available-for-sale   securities   after   deferred   policy   acquisition   cost
amortization   adjustments   and  income  taxes  were  $36,000,   $(10,000)  and
$(1,896,000) as of December 31, 2004, 2003 and 2002, respectively. None of these
amounts related to discontinued operations.

     The Group  has two share  incentive  plans as  described  in Note 14 "Share
Incentive  Plans." 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.

     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>

                                                                  Years Ended December 31,
                                            -----------------------------------------------------------------------
                                                    2004                     2003                     2002
                                            ---------------------   -----------------------   ---------------------
                                               ESOT       ALOT        ESOT          ALOT        ESOT         ALOT
                                            ---------   ---------   ---------     ---------   ---------   ---------
                                                                       (In thousands)

<S>                                         <C>            <C>      <C>           <C>         <C>         <C>
Shares held as of January 1...........         13,247         438      13,247           438      12,260         438
Purchased.............................              -           -           -             -           -           -
Exercised.............................              -           -           -             -         (13)          -
                                            ---------   ---------   ---------     ---------   ---------   ---------
Shares held as of December 31.........         13,247(1)      438      13,247(1)        438      13,247(1)      438
                                            ---------   ---------   ---------     ---------   ---------   ---------
                                            ---------   ---------   ---------     ---------   ---------   ---------
<FN>
(1) 834,000 shares are held in ADR form.
</FN>
</TABLE>

                                       54
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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
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 are  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.


Note 12.    Commitments and Contingencies

Lease Commitments

     The Group leases  office  equipment  under a capital lease with an original
term in excess of one year.  The Group also leases office space under  operating
leases. Total rent expense on operating leases in the continuing  operations was
$288,000,  $407,000 and $400,000 for the years ended December 31, 2004, 2003 and
2002, respectively.

     Future  minimum lease payments  required under capital and  non-cancellable
operating  leases with terms of one year or more, as of December 31, 2004,  were
as follows:
<TABLE>
<CAPTION>

                                                                                          Capital     Operating
                                                                                          Leases      Leases(1)
                                                                                        -----------  -----------
                                                                                              (In thousands)

<C>                                                                                     <C>          <C>
2005..............................................................................      $         7  $       212
2006..............................................................................                -          128
2007..............................................................................                -          129
2008..............................................................................                -          128
2009..............................................................................                -          129
2010 and thereafter ..............................................................                -           64
                                                                                        -----------  -----------
Total.............................................................................                7  $       790
                                                                                                     -----------
                                                                                                     -----------
Less amounts representing interest................................................                -
                                                                                        -----------
Present value of net minimum lease payments.......................................      $         7
                                                                                        -----------
                                                                                        -----------
<FN>
(1) Includes  commitments  related to the Group's  Jersey  office  lease which  expires in  September  2010.  Management
    is  currently evaluating  sublease options as well as alternative  office space in Jersey for which no commitment has
    been entered into as of the date of filing of this Form 10-K.
</FN>
</TABLE>

     Commitments  eliminated  following the disposals of BCM and LPA during 2003
(as  described in Note 3  "Discontinued  Operations")  for operating and capital
lease   commitments   were   approximately   $1.9  million  and  $0.1   million,
respectively.

                                       55
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Guarantees

     In November  2002, the FASB issued FASB  Interpretation  No. 45 ("FIN 45"),
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees  of  Indebtedness  of  Others - an  interpretation  of FASB
Statements No. 5, 57 and 107 and rescission of FASB  Interpretation No. 34." The
following  is a  summary  of the  Company's  agreements  that  the  Company  has
determined are within the scope of FIN 45.

     Under its 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
its 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, 2004.

     The Company  enters into  indemnification  provisions  under its agreements
with other companies in its ordinary course of business, typically with business
partners,  clients 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, 2004.

Contingencies

     As previously disclosed in the Company's 2002 and 2003 audited consolidated
financial statements, and notes thereto, included in the Company's Annual Report
on Form 10-K for each of those years, the Company's primary  insurance  company,
LPLA,  in August 2002 was placed  under  regulatory  control and  rehabilitation
based on LPLA's  statutory  capital and surplus as of June 30, 2002.  On July 9,
2004, a court order was issued approving a plan of liquidation for LPLA and also
approving exchange  agreements which give policyholders the option of exchanging
their existing  policies for new policies in another insurance  company.  In the
course of the  administration  of LPLA in  rehabilitation,  the  North  Carolina
Department of Insurance ("NCDOI") requested  information  concerning the history
of a limited number of investments in securities of portfolio  companies  during
November 2002.  These portfolio  investments  have been associated with LPLA for
more than seven years, and involve intercompany transfers.  The history of their
investment  performance and ownership is complex.  The Company has complied with
these requests. The Company is not able at this time to predict what conclusions
the NCDOI will reach after evaluation of this information.

     In  October  2003,  the FTB  notified  the  Group of  proposed  income  tax
assessments  totaling $2.3 million plus interest related to the Group's 1998 and
1999 tax returns.  In December  2003,  the Group filed a protest letter with the
FTB.  This matter has now been  resolved as  discussed  above in Note 10 "Income
Taxes."

     As discussed above in Note 1 "Material  Events" and in Note 6 "Cash Held in
Escrow," on March 8, 2005,  the  Company was made aware of a complaint  filed by
SunGard and SunGard's claim for  indemnification  with respect to alleged losses
in an amount equal to at least $7.2 million  resulting from, among other things,
alleged  breaches of  representations  and warranties  contained in the sale and
purchase  agreement.  After  consultation  with its legal advisors,  the Group's
management  believes that this claim is without merit, and the Group will defend
the matter vigorously.  As such, no provision for this contingent  liability has
been  included in the Group's  financial  statements  as of December  31,  2004.

                                       56
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 13.   Fair Value of Financial Instruments

     Substantially  all financial  instruments  used in the Group's  trading and
investing  activities are carried at fair value or amounts that approximate fair
value.  Fair value is based  generally on listed market prices or  broker-dealer
price quotations. To the extent that prices are not readily available, estimated
fair value is based on valuation  methodologies  performed by management,  which
evaluate company, industry,  geographical and overall equity market factors that
would influence the security's fair value.

     With  the  exception  of  the  fixed  maturity  securities   classified  as
held-to-maturity,  which are held at amortized  cost, the carrying values of the
Group's  financial assets are equal to estimated fair value.  (The Group did not
hold any fixed maturity securities classified as held-to-maturity as of December
31, 2004 and 2003.)

     Considerable  judgment  is  required  in  interpreting  market data used to
develop the estimates of fair value. Accordingly, the estimates presented herein
are not  necessarily  indicative  of the  amounts  that could be  realized  in a
current market exchange.  The use of different market  assumptions or estimation
methodologies may have a material effect on the estimated fair value amounts.

     The  carrying  values and  estimated  fair values of the Group's  financial
instruments were as follows:
<TABLE>
<CAPTION>

                                                                                 December 31,
                                                              --------------------------------------------------
                                                                        2004                      2003
                                                              ------------------------  ------------------------
                                                                Carrying    Estimated    Carrying     Estimated
                                                                 Value     Fair Value      Value     Fair Value
                                                              -----------  -----------  -----------  -----------
                                                                                (In thousands)
Financial assets:
<S>                                                           <C>          <C>          <C>          <C>
Cash and cash equivalents........................             $    19,495  $    19,495  $    14,408  $    14,408
Cash held in escrow..............................                   1,005        1,005          999          999
Investments:
   Fixed maturities:
       Available-for-sale........................                  21,377       21,377       25,393       25,393
   Equity securities:
       Trading...................................                     552          552       16,882       16,882
       Available-for-sale........................                     850          850        4,262        4,262

Financial liabilities:
Life insurance policy liabilities................                  21,229       20,982       28,054       27,758
</TABLE>


     The following  methods and assumptions were used by the Group in estimating
the fair value of the financial instruments presented:

     Cash,  Cash  Equivalents  and Cash Held in  Escrow:  The  carrying  amounts
reported in the consolidated  balance sheet for these  instruments  approximated
fair value.

     Fixed Maturity  Securities:  Fair values for actively traded fixed maturity
securities  classified as  available-for-sale  were generally  based upon quoted
market prices.  Fair values for private  corporate debt securities were based on
the results of valuation methodologies performed by management.

                                       57
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Equity Securities:

a) Trading Securities:  Fair values for equity securities  classified as trading
were based on quoted market prices.

b) Available-for-Sale  Securities:  Fair values for equity securities classified
as  available-for-sale  were based upon the  results of  management's  valuation
methodologies, including analysis of company, industry, geographical and overall
equity market factors which influence fair value.

Life Insurance  Policy  Liabilities:  The balance sheet caption "life  insurance
policy liabilities" includes investment-type insurance contracts (i.e., deferred
annuities). The estimated fair values of deferred annuity policies were based on
their account values after deduction of surrender charges.


Note 14.    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.  Options are
generally  granted with an exercise  price equal to the fair market value of the
underlying  shares at the date of grant.  Such grants to employees are generally
exercisable in four equal annual  installments  beginning one year from the date
of grant, subject to employment continuation, and expire seven or ten years from
the date of grant.  Such  grants to  directors  are fully  vested on the date of
grant and expire seven or ten years from the date of the grant.

     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. 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 11  "Shareholders'  Equity" for a summary
of the share activity within the ESOT.

     Share option  activity for the years ended December 31, 2004, 2003 and 2002
was as follows:
<TABLE>
<CAPTION>


                                                           2004                      2003                      2002
                                                 ------------------------  ------------------------  ------------------------
                                                               Weighted-                 Weighted-                 Weighted-
                                                    Number      Average      Number       Average      Number       Average
                                                      of        Exercise       of         Exercise       of        Exercise
(Options in thousands)                              Options      Price       Options       Price       Options      Price
                                                 -----------  -----------  -----------  -----------  -----------  -----------

<S>                                              <C>          <C>          <C>          <C>          <C>          <C>
Outstanding as of January 1......................      8,945  $      3.10       13,575  $      3.10       13,263  $      4.59
Granted..........................................          -            -            -            -        5,165         0.32
Exercised........................................          -            -            -            -          (13)        3.26
Forfeited........................................     (2,005)        3.46       (2,517)        3.12       (4,496)        4.35
Expired..........................................          -           -        (2,113)        3.09         (344)        2.42
                                                 -----------  -----------  -----------  -----------  -----------  -----------
Outstanding as of December 31....................      6,940  $      3.00        8,945  $      3.10       13,575  $      3.10
                                                 -----------  -----------  -----------  -----------  -----------  -----------
                                                 -----------  -----------  -----------  -----------  -----------  -----------
</TABLE>


                                       58
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>


                                                           2004                      2003                      2002
                                                 ------------------------  ------------------------  ------------------------
                                                               Weighted-                 Weighted-                 Weighted-
                                                    Number      Average      Number       Average      Number       Average
                                                      of        Exercise       of         Exercise       of        Exercise
(Options in thousands)                              Options      Price       Options       Price       Options      Price
                                                 -----------  -----------  -----------  -----------  -----------  -----------


<S>                                              <C>          <C>           <C>         <C>          <C>          <C>
Options exercisable as of December 31............      5,685  $      3.57        7,046  $      3.82        9,297  $      4.13
                                                 -----------  -----------  -----------  -----------  -----------  -----------
                                                 -----------  -----------  -----------  -----------  -----------  -----------
</TABLE>

     The Group accounts for stock based  compensation  using the intrinsic value
method  prescribed  by  Accounting  Principles  Board Opinion No. 25 ("APB 25"),
"Accounting for Stock Issued to Employees."

     See  Note  2  "Summary   of   Significant   Accounting   Policies"   for  a
reconciliation of net income (loss) as reported and as adjusted under SFAS 123.

     Summary  information  about the Group's  share  options  outstanding  as of
December 31, 2004 is as follows:
<TABLE>
<CAPTION>


                                        Options Outstanding                                 Options Exercisable
                      -------------------------------------------------            --------------------------------
                                             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>
  $  0.10 - $0.50               2,770            7.58             $0.32                      1,535            $0.33
     0.51 -  5.00               1,925            1.48              3.37                      1,925             3.37
     5.01 - 10.00               2,165            6.24              5.42                      2,145             5.42
    10.01 - 21.00                  80            5.68             21.00                         80            21.00
--------------------    -------------     -----------      ------------            ---------------     ------------
  $  0.10 -$21.00               6,940            5.45             $3.00                      5,685            $3.57
--------------------    -------------     -----------      ------------            ---------------     ------------
--------------------    -------------     -----------      ------------            ---------------     ------------
</TABLE>

Agent Loyalty Opportunity Trust

     The Agent Loyalty  Opportunity  Trust ("ALOT") provides for the granting of
stock appreciation rights ("SARs") on the Company's Ordinary Shares to agents of
LPLA. The ALOT was  established  in 1997 without  shareholders'  approval.  Each
award unit  entitles  the holder to cash  compensation  equal to the  difference
between the Company's  prevailing  share price and the exercise price. The award
units are exercisable in four equal annual installments  commencing on the first
anniversary  of the date of grant  and are  forfeited  upon  termination  of the
agency  contract.  Vesting of the award in any given year is also  contingent on
the holder of the award  surpassing a predetermined  benchmark tied to sales and
persistency. The SARs expire seven years from the date of grant. Given that LPLA
is in liquidation (see Note 3 "Discontinued Operations" and Note 12 "Commitments
and Contingencies"), the status of these awards is unclear.

     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 3 "Discontinued Operations' Equity" for a summary
of the share activity within the ALOT.

                                       59
<PAGE>




                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     SAR  activity for the years ended  December 31, 2004,  2003 and 2002 was as
follows:
<TABLE>
<CAPTION>


                                                           2004                      2003                      2002
                                                 ------------------------  ------------------------  ------------------------
                                                               Weighted-                 Weighted-                 Weighted-
                                                    Number      Average      Number       Average       Number      Average
                                                   of Award     Exercise    of Award      Exercise     of Award     Exercise
(Award units in thousands)                          Units        Price       units         Price        Units        Price
                                                 -----------  -----------  -----------  -----------  -----------  -----------


<S>                                              <C>          <C>          <C>          <C>          <C>          <C>
Outstanding as of January 1......................        388  $      3.73          388  $      3.73          404  $      3.73
Granted..........................................          -            -            -            -            -            -
Exercised........................................          -            -            -            -            -            -
Forfeited........................................          -            -            -            -          (16)        3.88
Expired..........................................        (98)        3.35            -            -            -            -
                                                 -----------  -----------  -----------  -----------  -----------  -----------
Outstanding as of December 31....................        290  $      3.85          388  $      3.73          388  $      3.73
                                                 -----------  -----------  -----------  -----------  -----------  -----------
                                                 -----------  -----------  -----------  -----------  -----------  -----------

Award units exercisable as of December 31........        187  $      3.76          284  $      3.62          284  $      3.62
                                                 -----------  -----------  -----------  -----------  -----------  -----------
                                                 -----------  -----------  -----------  -----------  -----------  -----------
</TABLE>

     Summary  information  about the Group's SARs outstanding as of December 31,
2004 is as follows:
<TABLE>
<CAPTION>


                                      Award Units Outstanding                             Award Units Exercisable
                      -------------------------------------------------               -----------------------------
                                            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>
$          3.35                   211            0.25             $3.35                        145            $3.35
           5.19                    79            1.28              5.19                         42             5.19
-------------------   ---------------      ----------     -------------             --------------     ------------
  $3.35 - $5.19                   290            0.53             $3.85                        187            $3.76
-------------------   ---------------      ----------     -------------             --------------     ------------
-------------------   ---------------      ----------     -------------             --------------     ------------
</TABLE>


     In  March  2000,   the   Financial   Accounting   Standards   Board  issued
Interpretation No. 44 ("FIN 44"), "Accounting for Certain Transactions Involving
Stock  Compensation,  an  Interpretation  of APB  Opinion  No.  25,"  which  was
effective for all awards granted after July 1, 2000.

     Compensation expense relating to award grants in the ALOT was accounted for
under APB 25, prior to the issuance of FIN 44. Thus,  no expense was  recognized
at the grant dates because all awards were made with an exercise  price equal to
the prevailing market value.  Instead,  compensation expense would be recognized
upon exercise of the awards; however, no awards have been exercised since 2001.

                                       60
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 15.     Pension Plans

Jersey Plan

     Until early 2004, the Group provided a defined benefit pension plan for its
Jersey, Channel Islands, employees. This plan was terminated and the plan assets
were to be  distributed to the  participants  of the plan on a pro rata basis to
their accrued  benefit  entitlements  under the plan. The plan will be dissolved
when the final participant is paid their pro rata amount,  expected to be by the
end of March 2005. The Group will not have any ongoing liabilities in respect of
the plan following its dissolution.

     The Group made contributions of $15,000, $148,000 and $731,000 to the trust
in 2004, 2003 and 2002,  respectively.  Assets held by the trust were $2,272,000
as of December 31, 2003.

U.K. Plan

     The Group  provides  a defined  contribution  plan for its U.K.  employees.
There is  currently  one  participant  in the plan.  The  Group  has no  ongoing
liabilities  associated  with the plan.  Contributions  of $49,000,  $41,000 and
$143,000  were  made  by  the  Group  to  the  plan  in  2004,  2003  and  2002,
respectively. Of the 2002 contribution, $94,000 was offset by a salary waiver.


Note 16.    Earnings Per Share and ADS

     Earnings  (loss) per ADS are  equivalent to ten times  earnings  (loss) per
Ordinary Share, following the one-for-ten reverse split in June 2002.

     A  reconciliation  of the  numerators  and  denominators  for the basic and
diluted  earnings (loss) per share  calculations in accordance with Statement of
Financial Accounting Standard No. 128 ("SFAS 128"),  "Earnings per Share," is as
follows:
<TABLE>
<CAPTION>

                                                                                              Years Ended December 31,
                                                                                        -------------------------------------
                                                                                           2004         2003         2002
                                                                                        -----------  -----------  -----------
                                                                                       (In thousands, except share, per share
                                                                                                   and ADS amounts)

<S>                                                                                     <C>          <C>          <C>
Income (loss) from continuing operations...............................                 $   (12,141) $     1,089  $   (55,769)
Income (loss) on discontinued operations...............................                           -        9,927     (149,735)
                                                                                        -----------  -----------  -----------
Net income (loss)......................................................                 $   (12,141) $    11,016  $  (205,504)
                                                                                        -----------  -----------  -----------
                                                                                        -----------  -----------  -----------
</TABLE>

                                       61
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

<TABLE>
<CAPTION>
                                                                                               Years Ended December 31,
                                                                                        -------------------------------------
                                                                                           2004         2003         2002
                                                                                        -----------  -----------  -----------
                                                                                       (In thousands, except share, per share
                                                                                                   and ADS amounts)
Basic earnings (loss) per share and ADS:
Weighted-average number of Ordinary Shares outstanding,
<S>                                                                                      <C>          <C>          <C>
   excluding shares held by the employee benefit trusts................                  50,754,192   50,754,192   50,753,084
                                                                                        -----------  -----------  -----------

Basic earnings (loss) per share:
Continuing operations..................................................                 $     (0.24) $      0.02  $     (1.10)
Discontinued operations................................................                           -         0.20        (2.95)
                                                                                        -----------  -----------  -----------
                                                                                        $     (0.24) $      0.22  $     (4.05)
                                                                                        -----------  -----------  -----------
                                                                                        -----------  -----------  -----------
Basic earnings (loss) per ADS:
Continuing operations..................................................                 $     (2.39) $      0.21  $    (10.99)
Discontinued operations................................................                           -         1.96       (29.50)
                                                                                        -----------  -----------  -----------
                                                                                        $     (2.39) $      2.17  $    (40.49)
                                                                                        -----------  -----------  -----------
                                                                                        -----------  -----------  -----------

Diluted earnings (loss) per share and ADS:
Weighted-average number of Ordinary Shares outstanding,
   excluding shares held by the employee benefit trusts................                  50,754,192   50,754,192   50,753,084
Effect of dilutive securities (warrants and employee share options) ...                           -      433,706            -
                                                                                        -----------  -----------  -----------
Weighted-average number of Ordinary Shares used in diluted
   earnings per share calculations.....................................                  50,754,192   51,187,898   50,753,084
                                                                                        -----------  -----------  -----------
                                                                                        -----------  -----------  -----------
Diluted earnings (loss) per share:
Continuing operations..................................................                 $     (0.24) $      0.02  $     (1.10)
Discontinued operations................................................                           -         0.20        (2.95)
                                                                                        -----------  -----------  -----------
                                                                                        $     (0.24) $      0.22  $     (4.05)
                                                                                        -----------  -----------  -----------
                                                                                        -----------  -----------  -----------
Diluted earnings (loss) per ADS:
Continuing operations..................................................                 $     (2.39) $      0.21  $    (10.99)
Discontinued operations................................................                           -         1.94       (29.50)
                                                                                        -----------  -----------  -----------
                                                                                        $     (2.39) $      2.15  $    (40.49)
                                                                                        -----------  -----------  -----------
                                                                                        -----------  -----------  -----------
</TABLE>

     As the Company  recorded a net loss for the years ended  December  31, 2004
and 2002, the  calculations of diluted earnings per share for these years do not
include  potentially  dilutive employee share options and warrants issued to the
Bank of Scotland as they are anti-dilutive and, if included, would have resulted
in a reduction of the net loss per share. If the Company had reported net income
for the years  ended  December  31,  2004 and  2002,  there  would  have been an
additional   650,913  and  347,258   shares,   respectively,   included  in  the
calculations of diluted earnings per share for these years.


                                       62
<PAGE>





                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 17.    Transactions with Related Parties

     The Group paid legal fees of  approximately  $36,000,  $76,000 and $130,000
during  2004,  2003 and  2002,  respectively,  to a law firm of which one of its
directors, Victor A. Hebert, is a member.


Note 18.    Business Segment and Geographical Information

     The Company's reportable operating segments are classified according to its
remaining  businesses of life insurance and annuities,  and venture  capital and
consulting.

     Due to the sales of BCM and LPA in 2003 (see Note 1 "Material Events"), the
results of operations of the Company's asset  management and financial  advisory
segments  (up to their  disposal  dates) have been  classified  as  discontinued
operations  for the years ended  December 31, 2003 and 2002.  Due to the loss of
control  of  LPLA  (see  Note  3  "Discontinued  Operations"),  the  results  of
operations of LPLA  (through  June 30, 2002) have been included in  discontinued
operations for the year ended December 31, 2002.

     Intercompany  transfers between reportable operating segments are accounted
for at prices  which are designed to be  representative  of  unaffiliated  third
party transactions. During the year ended December 31, 2002, the venture capital
and  consulting   segment   generated   portfolio   management  fees  from  LPLA
(discontinued  operations) of $2,908,000.  These  portfolio  management fees are
included in the revenues of continuing  operations and have not been  eliminated
in the consolidated financial statements. These management fees were approved by
the insurance regulatory body in LPLA's U.S. state of domicile.

     The venture capital and consulting segment recorded net realized investment
losses  in the  amount of  $1,603,000  during  2002  related  to  intersegmental
investment sales to the life insurance and annuities segment. These net realized
investment losses were offset by a corresponding  reclassification adjustment in
unrealized  investment  gains and  losses  on  trading  securities  for the same
amount.   These  gains  and  losses  have  been   eliminated  in  the  Company's
consolidated financial statements.

     Summary  revenue and  investment  gain  (loss)  information  by  geographic
segment,  based on the domicile of the Group company  generating those revenues,
is as follows:
<TABLE>
<CAPTION>

                                                                                               Years Ended December 31,
                                                                                        -------------------------------------
                                                                                           2004         2003         2002
                                                                                        -----------  -----------  -----------
                                                                                                   (In  thousands)

<S>                                                                                     <C>          <C>          <C>
Jersey.................................................................                 $    (5,715) $     4,220  $   (22,517)
Guernsey...............................................................                        (720)       4,926      (13,636)
United States..........................................................                         676           52        2,816
                                                                                        -----------  -----------  -----------
Consolidated revenues and net investment gains (losses)
    for continuing operations..........................................                 $    (5,759) $     9,198  $   (33,337)
                                                                                        -----------  -----------  -----------
                                                                                        -----------  -----------  -----------
</TABLE>

                                       63
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     Total assets by geographic segment were as follows:
<TABLE>
<CAPTION>


                                                                                                           December 31,
                                                                                                     ------------------------
                                                                                                        2004          2003
                                                                                                     -----------  -----------
                                                                                                          (In  thousands)

<S>                                                                                                  <C>          <C>
Jersey.............................................................................                  $    37,273  $    50,677
Guernsey...........................................................................                           14        3,408
United States......................................................................                        7,420        9,428
                                                                                                     -----------  -----------
Consolidated total assets - continuing operations..................................                  $    44,707  $    63,513
                                                                                                     -----------  -----------
                                                                                     -               -----------  -----------
</TABLE>

     Revenues and income (loss) before income taxes for the Company's reportable
operating  segments  included in continuing  operations,  based on  management's
internal reporting structure, were as follows:
<TABLE>
<CAPTION>

                                                                                                Years Ended December 31,
                                                                                        -------------------------------------
                                                                                           2004         2003         2002
                                                                                        -----------  -----------  -----------
                                                                                                    (In thousands)
Revenues:
<S>                                                                                     <C>          <C>          <C>
Life insurance and annuities (1).......................................                 $    (5,759) $     4,458  $    (9,349)
Venture capital and consulting (2).....................................                        (125)       4,687      (24,519)
                                                                                        -----------  -----------  -----------
                                                                                             (5,884)       9,145      (33,868)
Reconciliation of segment amounts to consolidated amounts:
Interest and other fee income..........................................                         125           53          531
                                                                                        -----------  -----------  -----------
Consolidated revenues and net investment gains and losses
    for continuing operations..........................................                 $    (5,759) $     9,198  $   (33,337)
                                                                                        -----------  -----------  -----------
                                                                                        -----------  -----------  -----------


Income (loss) from continuing operations before income taxes:
Life insurance and annuities (1).......................................                 $    (8,091) $     1,577  $   (19,637)
Venture capital and consulting (2).....................................                      (1,365)       3,571      (28,149)
                                                                                        -----------  -----------  -----------
                                                                                             (9,456)       5,148      (47,786)
Reconciliation of segment amounts to consolidated amounts:
Interest and other fee income..........................................                         125           53          531
Corporate expenses.....................................................                      (2,415)      (3,478)      (5,869)
Goodwill write-offs....................................................                           -            -         (389)
Interest expense.......................................................                        (105)        (676)        (965)
                                                                                        -----------  -----------  -----------
Consolidated income (loss) from continuing operations
    before income taxes................................................                 $   (11,851) $     1,047  $   (54,478)
                                                                                        -----------  -----------  -----------
                                                                                        -----------  -----------  -----------

<FN>
(1) Netted  against the revenues  (investment  income) of the life  insurance and  annuities  segment are  management  fees
    paid to BCM (discontinued operations) of $5,000 and $39,000 in 2003 and 2002, respectively.

(2) Included in the revenues of the venture capital and consulting segment are management fees from LPLA  (discontinued  operations)
    of $2,908,000 in 2002.
</FN>
</TABLE>

                                       64
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     Assets attributable to each of the Company's reportable operating segments,
based on management's reporting structure, were as follows:
<TABLE>
<CAPTION>

                                                                                                              December 31,
                                                                                                     ------------------------
                                                                                                        2004         2003
                                                                                                     -----------  -----------
                                                                                                          (In  thousands)
Assets:
<S>                                                                                                  <C>          <C>
Life insurance and annuities.......................................................                  $    33,142  $    47,929
Venture capital and consulting.....................................................                           92        3,442
Corporate and other................................................................                       11,473       12,142
                                                                                                     -----------  -----------
Consolidated total assets - continuing operations..................................                  $    44,707  $    63,513
                                                                                                     -----------  -----------
                                                                                                     -----------  -----------
</TABLE>


Note 19.    Selected Quarterly Financial Information (Unaudited)

     Unaudited quarterly financial  information (in thousands,  except per share
and ADS amounts) is as follows:
<TABLE>
<CAPTION>

                                                                                           2004
                                                              ---------------------------------------------------------------
                                                                 First       Second        Third       Fourth        Full
                                                                Quarter      Quarter      Quarter      Quarter       Year
                                                              -----------  -----------  -----------  -----------  -----------
Continuing operations:
<S>                                                           <C>          <C>          <C>          <C>          <C>
Revenues including net investment gains (losses)........      $    (5,021) $     2,081  $    (2,498) $      (321) $    (5,759)
Income (loss) before income taxes.......................           (6,683)         478       (3,913)      (1,733)     (11,851)
Net income (loss).......................................           (6,690)         195       (3,913)      (1,733)     (12,141)

Basic earnings (loss) per share:
Continuing operations...................................      $     (0.13) $         -  $     (0.08) $     (0.03) $     (0.24)
Discontinued operations.................................                -            -            -            -            -
                                                              -----------  -----------  -----------  -----------  -----------
                                                              $     (0.13) $         -  $     (0.08) $     (0.03) $     (0.24)
                                                              -----------  -----------  -----------  -----------  -----------
                                                              -----------  -----------  -----------  -----------  -----------
Basic earnings (loss) per ADS:
Continuing operations...................................      $     (1.32) $      0.04  $     (0.77) $     (0.34) $     (2.39)
Discontinued operations.................................                -            -            -            -            -
                                                              -----------  -----------  -----------  -----------  -----------
                                                              $     (1.32) $      0.04  $     (0.77) $     (0.34) $     (2.39)
                                                              -----------  -----------  -----------  -----------  -----------
                                                              -----------  -----------  -----------  -----------  -----------
Diluted earnings (loss) per share:
Continuing operations...................................      $     (0.13) $         -  $     (0.08) $     (0.03) $     (0.24)
Discontinued operations.................................                -            -            -            -            -
                                                              -----------  -----------  -----------  -----------  -----------
                                                              $     (0.13) $         -  $     (0.08) $     (0.03) $     (0.24)
                                                              -----------  -----------  -----------  -----------  -----------
                                                              -----------  -----------  -----------  -----------  -----------
Diluted earnings (loss) per ADS:
Continuing operations...................................      $     (1.32) $      0.04  $     (0.77) $     (0.34) $     (2.39)
Discontinued operations.................................           -           -          -           -           -
                                                              -----------  -----------  -----------  -----------  -----------
                                                              $     (1.32) $      0.04  $     (0.77) $     (0.34) $     (2.39)
                                                              -----------  -----------  -----------  -----------  -----------
                                                              -----------  -----------  -----------  -----------  -----------
</TABLE>

                                       65
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

<TABLE>
<CAPTION>

                                                                                           2003
                                                              ---------------------------------------------------------------
                                                                 First       Second        Third       Fourth        Full
                                                              Quarter (1)    Quarter      Quarter      Quarter       Year
                                                              -----------  -----------  -----------  -----------  -----------
Continuing operations:
<S>                                                           <C>          <C>          <C>          <C>          <C>

Revenues including net investment gains (losses)........      $     1,524  $     7,829  $    (4,617) $     4,462  $     9,198
Income (loss) before income taxes.......................             (865)       5,448       (6,349)       2,813        1,047
Net income (loss).......................................             (872)       5,443       (6,346)       2,864        1,089

Discontinued operations:
Net (income) loss.......................................             (982)      10,909            -            -        9,927

Total continuing and discontinued operations:
Net (income) loss.......................................           (1,854)      16,352       (6,346)       2,864       11,016

Basic earnings (loss) per share:
Continuing operations...................................      $     (0.02) $      0.11  $     (0.13) $      0.06  $      0.02
Discontinued operations.................................            (0.02)        0.21            -            -         0.20
                                                              -----------  -----------  -----------  -----------  -----------
                                                              $     (0.04) $      0.32  $     (0.13) $      0.06  $      0.22
                                                              -----------  -----------  -----------  -----------  -----------
                                                              -----------  -----------  -----------  -----------  -----------
Basic earnings (loss) per ADS:
Continuing operations...................................      $     (0.17) $      1.07  $     (1.25) $      0.56  $      0.21
Discontinued operations.................................            (0.20)        2.15            -            -         1.96
                                                              -----------  -----------  -----------  -----------  -----------
                                                              $     (0.37) $      3.22  $     (1.25) $      0.56  $      2.17
                                                              -----------  -----------  -----------  -----------  -----------
                                                              -----------  -----------  -----------  -----------  -----------
Diluted earnings (loss) per share:
Continuing operations...................................      $     (0.02) $      0.11  $     (0.13) $      0.06  $      0.02
Discontinued operations.................................            (0.02)        0.21            -            -         0.20
                                                              -----------  -----------  -----------  -----------  -----------
                                                              $     (0.04) $      0.32  $     (0.13) $      0.06  $      0.22
                                                              -----------  -----------  -----------  -----------  -----------
                                                              -----------  -----------  -----------  -----------  -----------
Diluted earnings (loss) per ADS:
Continuing operations...................................      $     (0.13) $      1.05  $     (1.25) $      0.56  $      0.21
Discontinued operations.................................            (0.20)        2.13            -            -         1.94
                                                              -----------  -----------  -----------  -----------  -----------
                                                              $     (0.37) $      3.19  $     (1.25) $      0.56  $      2.15
                                                              -----------  -----------  -----------  -----------  -----------
                                                              -----------  -----------  -----------  -----------  -----------
<FN>

(1)  Reclassifications have been made related to discontinued operations - see Note 3.
</FN>
</TABLE>




     Due to the  method  required  by SFAS 128 to  calculate  per  share and ADS
amounts,  the  quarterly per share and ADS amounts do not total to the full year
per share and ADS amounts.

                                       66
<PAGE>


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

     BDO  International  and BDO  Seidman,  LLP were  appointed  by the Board of
Directors as the Company's  independent auditors with effect from July 31, 2002.
BDO  International  transferred  their  business from a partnership to a limited
liability  partnership  ("LLP") with effect from  January 1, 2004.  All non-U.S.
audit services are now provided by BDO Stoy Hayward,  LLP, who were re-appointed
as the Company's auditors on January 28, 2004.


Item 9A.    CONTROLS AND PROCEDURES

     We maintain  disclosure  controls  and  procedures  designed to ensure that
information  required  to be  disclosed  in our  filings  under  the  Securities
Exchange  Act of 1934,  as  amended,  is  recorded,  processed,  summarized  and
reported  within the periods  specified in the rules and forms of the SEC.  Such
information is accumulated and  communicated  to our  management,  including our
chief executive officer and chief financial  officer,  as appropriate,  to allow
timely decisions regarding required  disclosure.  Our management,  including the
chief executive officer and the chief financial officer, recognizes that any set
of controls  and  procedures,  no matter how well  designed  and  operated,  can
provide only reasonable assurance of achieving the desired control objectives.

     As of the end of the period  covered by this annual report on Form 10-K, we
carried out an evaluation,  under the supervision and with the  participation of
our  management,  including  our chief  executive  officer  and chief  financial
officer,  of the  effectiveness  of the design and  operation of our  disclosure
controls and procedures.  Based on this evaluation,  our chief executive officer
and  chief  financial  officer  concluded  that  our  disclosure   controls  and
procedures  were  effective  as of the end of the period  covered by this annual
report on Form 10-K.

     There were no changes in our internal  controls  over  financial  reporting
during the quarter ended  December 31, 2004 that  materially  affected,  or that
could reasonably likely materially  affect, our internal controls over financial
reporting.


                                    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 August 10, 2005 (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: Mr. Trueger, age 56, is the founder
and a principal shareholder of Berkeley Technology Limited. He has worked for us
for more than 28 years and holds A.B., M.A. and J.D. degrees from the University
of California.

     Ian K. Whitehead,  Chief Financial Officer: Mr. Whitehead, age 50, has held
the position of Chief Financial Officer of Berkeley  Technology Limited since he
joined us in 1990.  Mr.  Whitehead  is a member of the  Institute  of  Chartered
Accountants in England and Wales.

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

                                       67
<PAGE>

     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 the Proxy
Statement.

     Information regarding our Code of Ethics,  adopted on November 12, 2003, is
incorporated by reference to the section  entitled "Code of Ethics" in the 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.

     The  following  table is a summary of selected  information  for our equity
compensation plans as of December 31, 2004.

<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
                                        -----------------------    --------------------      ----------------------

<S>                                                   <C>                         <C>                           <C>
Equity compensation plans
   approved by shareholders.............              6,939,500 (1)               $3.00                         (1)

Equity compensation plans not
   approved by shareholders.............                290,500 (1)                3.85                         (1)
                                                ---------------                --------
Total...................................              7,230,000                   $3.03
                                                ---------------                --------
                                                ---------------                --------
<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 us or one of our 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  14 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.

                                       68
<PAGE>


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

<TABLE>
<CAPTION>
Item 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

1.       Financial Statements:                                                                               Page

         The following consolidated financial statements of us and subsidiaries are included in Item 8:

               Reports of Independent Certified Public Accountants..........................................  26

               Consolidated Balance Sheets as of December 31, 2004 and 2003.................................  27

               Consolidated Statements of Operations for the Years Ended
                   December 31, 2004, 2003 and 2002.........................................................  28

               Consolidated Statements of Cash Flows for the Years Ended
                   December 31, 2004, 2003 and 2002.........................................................  30

               Consolidated Statements of Changes in Shareholders' Equity for the Years Ended
                   December 31, 2004, 2003 and 2002.........................................................  32

               Consolidated Statements of Comprehensive Income for the Years Ended
                   December 31, 2004, 2003 and 2002.........................................................  33

               Notes to the Consolidated Financial Statements...............................................  34

2.       Financial Statement Schedules:

         The following  financial  statement  schedules of Berkeley  Technology Limited and subsidiaries are 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 - Summary of Investments - Other Than Investments in Related
                   Parties..................................................................................  74

               Schedule II - Condensed Financial Information of Registrant

                   Condensed Balance Sheets as of December 31, 2004 and 2003................................  75

                   Condensed Statements of Operations for the Years Ended
                      December 31, 2004, 2003 and 2002......................................................  76

                   Condensed Statements of Cash Flows for the Years Ended
                      December 31, 2004, 2003 and 2002......................................................  77

                   Note to Condensed Financial Statements...................................................  78

               Schedule III - Supplementary Insurance Information...........................................  79
</TABLE>

                                       69
<PAGE>

     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).

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).

4.5       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    Multicurrency Term Facility Agreement dated May 2, 2000 between us and
          the Governor and Company of the Bank of Scotland (filed  previously as
          Exhibit  10.1.1 to our Form 10-Q for the quarter  ended  September 30,
          2000).

10.1.2    Term Loan and Guarantee Facility of up to $23,000,000,  dated December
          20,  2002  between  us and the  Governor  and  Company  of the Bank of
          Scotland (filed  previously as Exhibit 10.1.2 to our Form 10-K for the
          year ended December 31, 2002).

                                       70
<PAGE>



10.1.3    Stock  Pledge  Agreement  dated  January  29,  2003  between  Berkeley
          International Capital Limited 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 10.1.3 to our Form 10-Q
          for the quarter ended March 31, 2003).

10.1.4    Stock  Pledge  Agreement  dated  February  7,  2003  between  Berkeley
          International Capital Limited 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 10.1.4 to our Form 10-Q
          for the quarter ended March 31, 2003).

10.1.5    Stock Pledge  Agreement dated February 19, 2003 between Berkeley (USA)
          Holdings Limited 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  10.1.5 to our Form 10-Q for the
          quarter ended March 31, 2003).

10.1.6    Security Agreement dated February 28, 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 10.1.6 to our Form 10-Q for the quarter ended March 31, 2003).

10.2.1    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).

10.2.2    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).

10.2.3    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).

10.2.4    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).

10.2.5    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).

10.2.6    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).

10.2.7    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).

                                       71
<PAGE>

10.2.8    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).

10.3.1(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).

10.3.2(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).

10.4.1    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).

10.4.2    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).

10.4.3    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).

10.4.4    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).

10.4.5    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).

10.5      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).

10.6      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 (filed  previously as Exhibit 14.1 to our Form 10-K for
          the year ended December 31, 2003).

21        Subsidiaries of the Company as of March 23, 2005.

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.

                                       72
<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)(3) above.

(c)    Our financial statement schedules follow on pages 74 through 79.



                                       73
<PAGE>



                      SCHEDULE I - SUMMARY OF INVESTMENTS -
                    OTHER THAN INVESTMENTS IN RELATED PARTIES

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

                             As of December 31, 2004
<TABLE>
<CAPTION>


                            Column A                                Column B          Column C         Column D

                                                                                                        Amount at
                                                                                                      Which Shown
                                                                                                    in Consolidated
                                                                                           Fair          Balance
                       Type of Investments                             Cost (1)            Value         Sheet (2)
---------------------------------------------------------------   --------------   --------------   ---------------
                                                                                   (In thousands)
Fixed maturity securities:
Bonds:
<S>                                                               <C>              <C>              <C>
   United States government and government
     agencies and authorities...................................  $           -    $            -   $             -
   States, municipalities and political subdivisions............               -                -                 -
   Foreign governments..........................................               -                -                 -
   Public utilities.............................................               -                -                 -
   Convertibles and bonds with warrants attached................               -                -                 -
   All other corporate bonds....................................          21,341           21,377            21,377
Redeemable preferred stock......................................               -                -                 -
                                                                  --------------   --------------   ---------------
Total fixed maturity securities.................................          21,341   $       21,377            21,377
                                                                  --------------   --------------   ---------------
                                                                                   --------------
Equity securities:
Common stocks:
   Industrial, miscellaneous and all other......................             592   $          558               558
Non-redeemable preferred stocks.................................             844              844               844
                                                                  --------------   --------------   ---------------
Total equity securities.........................................           1,436   $        1,402             1,402
                                                                  --------------   --------------   ---------------
                                                                                   --------------
Total investments...............................................  $       22,777                    $        22,779
                                                                  --------------                    ---------------
                                                                  --------------                    ---------------
<FN>
(1) Cost of fixed  maturity  securities is original  cost,  reduced by  other-than-temporary  impairments,  repayments
    and adjusted for amortization of premiums and accretion of discounts.  Cost of equity securities is original cost,
    reduced by  other-than-temporary impairments.

(2) Differences  between  amounts  reflected  in Column B or Column C and  amounts at which  shown in the  consolidated
    balance  sheet reflected in Column D result from the application of Statement of Financial  Accounting  Standards No. 115,
    "Accounting for Certain Investments  in  Debt  and  Equity  Securities."  Fixed  maturity  securities  are  classified  as
    either   available-for-sale  or held-to-maturity.  Available-for-sale  securities are recorded at fair value,  with changes
    in unrealized gains and losses excluded from net income,  but reported net of applicable  taxes and  adjustments to deferred
    policy  acquisition  cost  amortization  as a separate component of comprehensive income.  Held-to-maturity securities are
    recorded at amortized cost.
</FN>
</TABLE>

                                       74
<PAGE>


           SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                           BERKELEY TECHNOLOGY LIMITED
                            CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                              December 31,
                                                                                   --------------------------------
                                                                                        2004              2003
                                                                                  ---------------    --------------
                                                                                  (In thousands, except share amounts)
                                                                ASSETS

<S>                                                                                <C>               <C>
Cash and cash equivalents......................................................... $        3,943    $        2,496
Investment in subsidiaries........................................................        (67,677)          (57,714)
Intercompany balances.............................................................         87,152           121,636
Other assets......................................................................            187               247
                                                                                   --------------    --------------
Total assets......................................................................        $23,605           $66,665
                                                                                   --------------    --------------
                                                                                   --------------    --------------


                                                 LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
Accounts payable and accruals..................................................... $          379    $          299
Intercompany balances.............................................................            333            31,469
                                                                                   --------------    --------------
Total liabilities.................................................................            712            31,768
                                                                                   --------------    --------------
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, 2004
   and 2003.......................................................................          3,222             3,222
Additional paid-in capital........................................................         68,615            68,615
Retained earnings.................................................................         14,929            27,070
Employee benefit trusts, at cost (13,684,881 shares as of December 31,
   2004 and 2003).................................................................        (63,571)          (63,571)
Accumulated other comprehensive loss..............................................           (302)             (439)
                                                                                   --------------    --------------
Total shareholders' equity........................................................         22,893            34,897
                                                                                   --------------    --------------
Total liabilities and shareholders' equity........................................ $       23,605    $       66,665
                                                                                   --------------    --------------
                                                                                   --------------    --------------

</TABLE>



            See accompanying Note to Condensed Financial Statements.

                                       75
<PAGE>



     SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)

                           BERKELEY TECHNOLOGY LIMITED
                       CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                                      Years Ended December 31,
                                                                               --------------------------------------
                                                                                  2004          2003         2002(1)
                                                                               -----------   -----------   ----------
                                                                                           (In thousands)
Revenues:
<S>                                                                            <C>           <C>           <C>
Investment income............................................................  $        44   $         8   $       128
Interest and fees from subsidiaries, net (2).................................            -             -           307
Net realized investment losses...............................................            -          (246)      (10,827)
                                                                               -----------   -----------   -----------
                                                                                        44          (238)      (10,392)
Expenses:
Staff costs..................................................................          626           833         2,277
Escrow release...............................................................            -             -          (100)
Other operating expenses.....................................................        1,459         2,584         2,840
                                                                               -----------   -----------   -----------
                                                                                     2,085         3,417         5,017
                                                                               -----------   -----------   -----------
Loss before income tax benefit and equity in
   undistributed net income (loss) of subsidiaries...........................       (2,041)       (3,655)      (15,409)

Income tax benefit...........................................................            -             -          (683)
                                                                               -----------   -----------   -----------
Loss before equity in undistributed net income (loss) of
   subsidiaries..............................................................       (2,041)       (3,655)      (14,726)

Equity in undistributed net income (loss) of subsidiaries (2)................      (10,100)       14,671      (190,317)
                                                                               -----------   -----------   -----------
Income (loss) from continuing operations.....................................      (12,141)       11,016      (205,043)
                                                                               -----------   -----------   -----------

Discontinued operations:
Loss on disposal of discontinued operations, net of income tax
   benefit of $0.............................................................            -             -          (461)
                                                                               -----------   -----------   -----------
Loss on discontinued operations..............................................            -             -          (461)
                                                                               -----------   -----------   -----------

Net income (loss)............................................................  $   (12,141)  $    11,016   $  (205,504)
                                                                               -----------   -----------   -----------
                                                                               -----------   -----------   -----------

<FN>
(1) Reclassifications  have been made related to discontinued  operations - see Note 3 to the Consolidated Financial
    Statements in Item 8 of Form 10-K for the year ended December 31, 2004.

(2) Eliminated on consolidation.
</FN>
</TABLE>

            See accompanying Note to Condensed Financial Statements.


                                       76
<PAGE>


     SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)

                           BERKELEY TECHNOLOGY LIMITED
                       CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


                                                                                        Years Ended December 31,
                                                                               ---------------------------------------
                                                                                   2004         2003         2002(1)
                                                                               -----------   -----------   -----------
                                                                                            (In thousands)
Cash flows from continuing operating activities:
<S>                                                                            <C>           <C>           <C>
Net income (loss)............................................................  $   (12,141)  $    11,016   $  (205,043)

Adjustments to reconcile net income (loss) to net
   cash used in operating activities:
Equity in undistributed net (income) loss of subsidiaries....................       10,100       (14,671)      190,317
Net realized investment losses...............................................            -           246        10,827
Taxes........................................................................            -             -        (2,162)
Other operating cash flows...................................................          140           489          (532)
                                                                               -----------   -----------   -----------
Net cash used in operating activities .......................................       (1,901)       (2,920)       (6,593)
                                                                               -----------   -----------   -----------
Cash flows from investing activities:
Payment of guarantee obligations.............................................            -       (10,836)            -
Advances to subsidiaries.....................................................         (195)         (144)            -
                                                                               -----------   -----------   -----------
Net cash used in investing activities........................................         (195)      (10,980)            -
                                                                               -----------   -----------   -----------
Cash flows from financing activities:
Dividends paid...............................................................            -             -        (2,032)
Repayments from subsidiaries.................................................        3,543        16,369           155
                                                                               -----------   -----------   -----------
Net cash provided by (used in) financing activities .........................        3,543        16,369        (1,877)
                                                                               -----------   -----------   -----------

Net increase (decrease) in cash and cash equivalents.........................        1,447         2,469        (8,470)
Cash and cash equivalents at beginning of year...............................        2,496            27         8,497
                                                                               -----------   -----------   -----------
Cash and cash equivalents at end of year.....................................  $     3,943   $     2,496   $        27
                                                                               -----------   -----------   -----------
                                                                               -----------   -----------   -----------

<FN>
(1) Reclassifications  have been made related to discontinued  operations - see Note 3 to the Consolidated Financial
    Statements in Item 8 of Form 10-K for the year ended December 31, 2004.
</FN>
</TABLE>

            See accompanying Note to Condensed Financial Statements.

                                       77
<PAGE>

     SCHEDULE II - 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, 2004.

     Additional information about the significant accounting policies applied by
the Company  and its  subsidiaries  is  included  in Note 2 to the  Consolidated
Financial Statements in Item 8 of this Form 10-K for the year ended December 31,
2004.

                                       78
<PAGE>

               SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

          Life Insurance and Annuities Segment (Continuing Operations)
<TABLE>
<CAPTION>


                                                                                    Years Ended/As of December 31,
                                                                               ---------------------------------------
                                                                                  2004          2003         2002(1)
                                                                               -----------   -----------   -----------
                                                                                         (In thousands)


<S>                                                                            <C>           <C>           <C>
Deferred policy acquisition costs..........................................    $         -   $         -   $         -


Future policy benefits, losses, claims and loss expenses (2)...............         21,229        28,054        35,441


Unearned premiums..........................................................            N/A           N/A           N/A


Other policy claims and benefits payable (2)...............................              -             -             -


Premium revenue (3)........................................................              4             6         1,155


Net investment income (4)..................................................          1,295         1,834         6,060


Benefits, claims, losses and settlement expenses...........................            N/A           N/A           N/A


Amortization of deferred policy acquisition costs..........................              -             -         2,952


Other operating expenses...................................................            974           959         1,294


Premiums written...........................................................            N/A           N/A           N/A




---------------------------
<FN>
(1) Reclassifications  have been made related to discontinued  operations - see Note 3 to the Consolidated Financial
    Statements in Item 8 of this Form 10-K for the year ended December 31, 2004.

(2) For additional disclosure regarding life insurance policy liabilities, see Note 8 to the Consolidated Financial
    Statements in Item 8 of this Form 10-K for the year ended December 31, 2004.

(3) Insurance policy charges.

(4) Expenses related to the management and administration of investments have been netted with investment income in the
    determination of net investment income.
</FN>
</TABLE>

                                       79
<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 23, 2005                                   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 23, 2005               Arthur I. Trueger
                                    Executive Chairman
                                    (Principal Executive Officer)


                                    /s/  Ian K. Whitehead
Date:  March 23, 2005               Ian K. Whitehead
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


                                    /s/  Victor A. Hebert
Date:  March 23, 2005               Victor A. Hebert
                                    Deputy Chairman and Non-Executive Director


                                    /s/  Harold E. Hughes, Jr.
Date:  March 23, 2005               Harold E. Hughes, Jr.
                                    Non-Executive Director


                                    /s/  Trenchard
Date:  March 23, 2005               The Viscount Trenchard
                                    Non-Executive Director






                                       80
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

                EXHIBIT INDEX FOR THE ANNUAL REPORT ON FORM 10-K
                      FOR THE YEAR ENDED DECEMBER 31, 2004


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).

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).

4.5       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    Multicurrency Term Facility Agreement dated May 2, 2000 between us and
          the Governor and Company of the Bank of Scotland (filed  previously as
          Exhibit  10.1.1 to our Form 10-Q for the quarter  ended  September 30,
          2000).

10.1.2    Term Loan and Guarantee Facility of up to $23,000,000,  dated December
          20,  2002  between  us and the  Governor  and  Company  of the Bank of
          Scotland (filed  previously as Exhibit 10.1.2 to our Form 10-K for the
          year ended December 31, 2002).

10.1.3    Stock  Pledge  Agreement  dated  January  29,  2003  between  Berkeley
          International Capital Limited 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 10.1.3 to our Form 10-Q
          for the quarter ended March 31, 2003).

                                       81
<PAGE>

10.1.4    Stock  Pledge  Agreement  dated  February  7,  2003  between  Berkeley
          International Capital Limited 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 10.1.4 to our Form 10-Q
          for the quarter ended March 31, 2003).

10.1.5    Stock Pledge  Agreement dated February 19, 2003 between Berkeley (USA)
          Holdings Limited 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  10.1.5 to our Form 10-Q for the
          quarter ended March 31, 2003).

10.1.6    Security Agreement dated February 28, 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 10.1.6 to our Form 10-Q for the quarter ended March 31, 2003).

10.2.1    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).

10.2.2    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).

10.2.3    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).

10.2.4    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).

10.2.5    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).

10.2.6    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).

10.2.7    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).

10.2.8    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).

                                       82
<PAGE>

10.3.1(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).

10.3.2(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).

10.4.1    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).

10.4.2    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).

10.4.3    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).

10.4.4    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).

10.4.5    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).

10.5      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).

10.6      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 (filed  previously as Exhibit 14.1 to our Form 10-K for
          the year ended December 31, 2003).

21        Subsidiaries of the Company as of March 23, 2005.

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.

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.

                                       83
<PAGE>