Exhibit 4.6

                                                                       BERKELEY
                                                                      TECHNOLOGY
                                                                        LIMITED

                    Please  check  that your  address  details  on the  attached
                    certificate  are correct.  If there are any errors or if you
                    move  to  a  new   address,   please  fill  in  the  correct
                    information on the back of this  counterfoil  and send it to
                    our Registrar.  Do not send the certificate with the address
                    slip.

                    Please do not  detach  this  counterfoil  unless you want to
                    notify the Registrar of a change to your address details.



Reference No.         Certificate No.     Transfer No.        Number of Shares


                           BERKELEY TECHNOLOGY LIMITED



      (A public company incorporated in Jersey with Registered Number 30810
      under the provisions of the Companies (Jersey) Laws 1961 to 1968 and
                now governed by the Companies (Jersey) Law 1991)

                           ORDINARY SHARE CERTIFICATE




This is to certify that the above-named  is/are the Registered  Holder(s) of


Fully paid  Ordinary  Shares of five U.S. cents each in the  capital of Berkeley
Technology Limited, subject to the Memorandum and Articles of Association of the
Company.

Given under the Securities Seal of the Company
On

Note

No  transfer  of any  of the  shares  comprised  in  this  Certificate  will  be
registered  until this  Certificate has been lodged at the Company's  Registrar.
REGISTRAR,  COMPUTERSHARE  INVESTOR SERVICES (CHANNEL ISLANDS) LIMITED, P.O. BOX
No. 83,  ORDNANCE HOUSE,  31 PIER ROAD, ST. HELIER,  JERSEY JE4 8PW.  TELEPHONE:
01534 825200 FAX: 01534 825250

You can check your holding at www.computershare.com
<PAGE>



                        Change of Address/Amended Details

If your address is not shown  correctly on the attached  certificate,  or if you
change your address, please let us know by filling in the form below to show the
correct  details,  sign  it and  return  it to our  Registrar  at  Computershare
Investor  Services  (Channel Islands) Limited whose address is shown on the foot
of the certificate overleaf.

Please use BLOCK CAPITALS
                                          New Address _______________________
Full Name(s) _______________________
                                          ____________________________________
___________________________________
                                          ____________________________________

Old Address _______________________       Postcode ___________________________

___________________________________

___________________________________       Signature(s) ________________________

Postcode __________________________       Date _______________________________
                                                                        0014WA

     If you  choose to sell your  Ordinary  Shares  on The Stock  Exchange,  you
     should instruct a bank or stockbroker  and complete  Section 1 of this form
     by  entering  the  number of  Ordinary  Shares to be sold and  Section 2 by
     entering the balance of Ordinary  Shares to be  retained,  if any. You must
     then sign Section 3. If you make a mistake,  do not use  correcting  fluid.
     Instead,  put a line through the error,  write the correction beside it and
     initial the amendment.  Finally,  send the entire  document to your bank or
     stockbroker as soon as possible. Please note:

     -   Section 1:        Number of  Ordinary  Shares.  You must  complete both
                           figures and  words  boxes.  For example,  if you  are
                           selling 200  Ordinary Shares, enter the  number '200'
                           in  the  figures  box  And  'TWO HUNDRED'  (in block
                           capitals) in the words box.

     -   Section 2:        Ordinary Shares to be kept.  If you want to sell part
                           of your holding, enter here the remaining quantity of
                           Ordinary Shares you wish to keep.  Leave this section
                           blank if  you are  Selling all  your Ordinary Shares.
                           For example, if you wish to Keep 100 Ordinary  Shares
                           from an initial holding of  300 Ordinary  Shares  and
                           sell  the  rest, enter '200' (figures  and  Words) in
                           Section 1,  as already  described, and '100' (figures
                           only) in section 2.

-      Section 3:          Signature(s).  Each Registered holder(s) shown on the
                           Ordinary  Share  Certificate  overleaf must sign on a
                           separate line using his/her normal signature.


CREST               Counter Location Stamp       Barcode or Reference
TRANSER
                                                 SDRN
            Above this line for completion by the depositing system-user only.

Please compete       1.  Number of Ordinary               2.  Number of Ordinary
form in type or          Shares to be sold    (in words)      Shares to be kept
in Block Capitals.       (in figures)                         (in figures)

                     3.  I/We hereby transfer the           Stamp of depositing
                         number of Ordinary Shares          system-user
                         set out in section 1 out of
                         the name(s) set out on the
                         Ordinary Share Certificate
                         overleaf into the name(s)
                         of the system-member(s)
                         set out below and request
                         the necessary entries be
                         made in the undertaking's
                         own Register of Members.

                         Signature(s) of Transferor(s)

Please sign here.         1. ________________________
If the transfer is not
made by the Registered    2. ________________________
Holder(s) insert also the
name(s) and capacity      3. ________________________
(e.g. executor(s)) of the
person(s) making the      4. ________________________
transfer.
                          A body corporate should execute this
                          transfer under its common seal or
                          otherwise in accordance with
                          applicable statutory requirements         Date

Full name(s) of the                                               Participant ID
person(s) to whom
the security is
transferred.

Such person(s) must                                            Member Account ID
be a system-member.

                           CRESTCo  Limited is  delivering this  transfer at the
Reference to the           direction and on behalf of the depositing system-user
Registrar in this form     whose  stamp  appears  herein  and does  not  in  any
means the registrar        manner or  to any  extent  warrant or  represent  the
or registration agent      validity, genuineness or  correctness of the transfer
of the undertaking,        instructions  contained  herein  or  the  genuineness
not the Registrar of       of  the   signature(s)  of  the   transferor(s).  The
Companies at               depositing system-user by delivering this transfer to
Companies House.           CRESTCo Limited authorises CRESTCo Limited to deliver
                           this  transfer  for  registration  and agrees  to  be
                           deemed  for all purposes to be the person(s) actually
                           so delivering this transfer for registration.

                           This form should be used only  for  a  transfer  of a
                           certificated  unit of a security to a CREST member to
                           be held by a  CREST member  in  uncertificated  form.
                           It  should  not be used for conversion of a unit held
                           by a CREST member into uncertificated form.

                           The CREST rules  require  that this form  be used for
                           the transfer of a unit of a certificated security  to
                           a  CREST  member  to  be  held  by  that   member  in
                           uncertificated form.  Any such transfer on this  form
                           is exempt from stamp duty.