ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (the Agreement) is entered into as of March 9, 2007 by and among The Secura Group, L.L.C., a Delaware limited liability company (Seller), LECG, LLC, a California limited liability company (Purchaser), LECG Corporation, a Delaware corporation (Parent), Jeffrey M. Curry (Curry), William M. Isaac (Isaac), Daniel T. Krabill (Krabill), Wendi Lonnquist (Lonnquist), Margaret L. Maguire (Maguire), John H. Maher (Maher), Michael A. Mancusi (Mancusi), Walter J. Mix, III (Mix), Mary T. Somerville (Somerville), and Leeto J. Tlou (Tlou).  Curry, Isaac, Krabill, Lonnquist, Maguire, Maher, Mancusi, Mix, Somerville, and Tlou are individually referred to herein each as a Member and collectively as the Members.  Seller and the Members are collectively referred to in this Agreement as the Seller Parties.

RECITALS

A.                                    Seller provides expert, consulting and regulatory compliance services in the financial services industry (the Business).

B.                                    Seller desires to sell to Purchaser, on the terms and conditions set forth in this Agreement, substantially all of the assets of Seller used in the Business.

C.                                    Purchaser desires to purchase substantially all of the assets of Seller used in the Business and is prepared to assume certain specified liabilities and obligations of Seller on the terms and conditions set forth in this Agreement.

D.                                    The Members own all of the equity interests in Seller to the extent provided herein, and desire that the transactions described in this Agreement be consummated.

E.                                      In connection with the purchase and sale of substantially all of the assets of Seller, Purchaser will also retain the services of each Member except for Maguire (each Member other than Maguire, a Secura Director) pursuant to the terms of a Director Agreement to be entered into by and between each Secura Director and Purchaser as of the Closing Date in substantially the form of Exhibits A-1 through A-9 attached to this Agreement (each, a Director Agreement), and Isaac and Mancusi will become Managing Directors of Purchaser (as that term is used by Purchaser).

AGREEMENT

In consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1.                                      Certain Definitions.

As used in this Agreement, the following terms will have the meanings indicated.

1933 Act means the federal Securities Act of 1933, as amended, and the respective rules and regulations promulgated thereunder.

1934 Act means the federal Securities Exchange Act of 1934, as amended, and the respective rules and regulations thereunder.

Accounts Receivable has the meaning given in Section 2.2.6.

Additional Payment has the meaning given in Section 3.3.1.

Additional Payment Accounting has the meaning given in Section 3.3.4.

Additional Payment Computation has the meaning given in Section 3.3.6.

Additional Payment Period has the meaning given in Section 3.3.1.

Agreement has the meaning given in the Preamble to this Agreement.

Allocation Schedule has the meaning given in Section 3.2.

Assignment and Assumption Agreement has the meaning given in Section 2.3.

Assumed Liabilities has the meaning given in Section 2.3.

Business has the meaning given in Recital A to this Agreement.

Cause means any of the following grounds for termination by Purchaser of the employment of any Secura Director: (i) the commission of a felony, as determined by a court of competent jurisdiction; (ii) the commission of any willful act involving dishonesty or fraud with respect to Purchaser or Parent or involving illegal harassment of or discrimination against any employee of Purchaser or Parent; (iii) willful misappropriation of funds or assets of Purchaser or Parent for personal use; (iv) failure to comply with material written policies of LECG (such as human resources or conflict check policies) that is not cured within 30 days after written notice from Purchaser describing the failure to perform and demanding immediate performance; provided, however, that if a cure is not practical within 30 days, and the Secura Director commences to effect a cure within the foregoing 30-day period, he or she will be permitted reasonable additional time to cure so long as  he or she diligently continues to seek to effect a cure; (v) gross negligence or willful misconduct in the performance of material duties under that Secura Directors Director Agreement that is capable of cure and is not cured within 10 days after written notice from Purchaser describing such

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A mark of *** on this page indicates that confidential material has been omitted.  This Exhibit, including the omitted portions, has been filed separately with the Secretary of the Securities and Exchange Commission pursuant to an application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

negligence or misconduct; provided, however, that if a cure is not practical within 10 days, and the Secura Director commences to effect a cure within the foregoing 10-day period, he or she will be permitted reasonable additional time to cure so long as he or she diligently continues to seek to effect a cure; (vi) a material breach of this Agreement that involves fraud; (vii) a material breach of Section 4 of this Agreement that is not cured within 30 days after written notice from Purchaser describing that breach; or (viii) a material willful breach of Purchasers Corporate Code of Conduct, as may be amended by Purchaser and provided in writing to the Secura Director from time to time.  A copy of Purchasers Corporate Code of Conduct in effect as of the Closing Date is attached to this Agreement as Exhibit B.

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