Attached files

Exhibit 4.4.1




                  AMENDMENT  TO DEPOSIT  AGREEMENT  dated as of January 20, 2010
(this "Amendment")  among BERKELEY  TECHNOLOGY LIMITED (formerly known as London
Pacific Group Limited) (the  "Company"),  THE BANK OF NEW YORK MELLON  (formerly
known as The Bank of New York), as depositary (the "Depositary"), and all Owners
and holders from time to time of American  Depositary  Receipts issued under the
Deposit Agreement referred to herein.

                              W I T N E S S E T H :

                  WHEREAS, the Company and the Depositary entered into a Deposit
Agreement dated as of September 25, 1992, as amended and restated as of June 24,
2002, as amended (the "Deposit  Agreement"),  for the purposes set forth in that
agreement;

                  WHEREAS,  pursuant to Section  6.01 of the Deposit  Agreement,
the Company and the Depositary wish to amend the Deposit Agreement;

                  NOW, THEREFORE, the Company and the Depositary hereby agree as
follows:

                  1. Section 6.02 of the Deposit  Agreement is hereby amended by
replacing the fifth sentence of that Section with the following:

"As soon as  practicable  after  the  expiration  of 30 days  after  the date of
termination  of this Deposit  Agreement,  the  Depositary  shall use  reasonable
efforts to sell the Deposited Securities then held hereunder and thereafter hold
uninvested the net proceeds of any such sale,  together with any other cash then
held by it hereunder,  unsegregated and without liability for interest,  for the
pro rata  benefit of the Owners of  Receipts  which  have not  theretofore  been
surrendered,  such Owners thereupon becoming general creditors of the Depositary
with respect to such net proceeds."

                  2. Article 21 of the form of Receipt  attached as Exhibit A to
the Deposit  Agreement is hereby amended by replacing the fifth sentence of that
Article with the following:

"As soon as  practicable  after  the  expiration  of 30 days  after  the date of
termination  of the  Deposit  Agreement,  the  Depositary  shall use  reasonable
efforts to sell the Deposited  Securities then held under the Deposit  Agreement
and thereafter hold uninvested the net proceeds of any such sale,  together with
any other cash then held by it thereunder,  unsegregated  and without  liability
for interest,  for the pro rata benefit of the Owners of Receipts which have not
theretofore been surrendered,  such Owners thereupon  becoming general creditors
of the Depositary with respect to such net proceeds."

                  3. Unless  otherwise  specifically  defined herein,  each term
used herein that is defined in the Deposit Agreement has the meaning assigned to
such term in the Deposit Agreement.

                  4.  The  Depositary  shall  give  the  Owners  notice  of this
Amendment. The foregoing amendments shall be effective 30 days after the date of
that notice.

                  5. Except for the foregoing amendments,  the Deposit Agreement
shall  remain  in full  force and  effect in  accordance  with its  terms.  This
Amendment shall be governed by and construed as one with the Deposit  Agreement,
and the  Deposit  Agreement  shall,  where  the  context  requires,  be read and
construed so as to incorporate this Amendment.

                  6.  This  Amendment  shall be  governed  by and  construed  in
accordance  with  the laws of the  State  of New  York,  without  regard  to the
conflicts of law rules of such state.

                  7. This Amendment may be executed in one or more counterparts,
and all those counterparts together shall constitute one original document.






                            [signature page follows]

                  IN WITNESS WHEREOF,  BERKELEY  TECHNOLOGY LIMITED and THE BANK
OF NEW YORK MELLON have duly executed this  Amendment as of the date first above
written.


                               BERKELEY TECHNOLOGY LIMITED


                               By: /s/ Robert A. Cornman

                                  Name:  Robert A. Cornman
                                  Title: Secretary



                               THE BANK OF NEW YORK MELLON



                               By: /s/ Joanne F. Di Giovanni

                                   Name:    Joanne F. Di Giovanni
                                   Title:   Vice Presiden