Acquisition

Berry Birch & Noble PLC
10 December 2001

PART 1
                                 Share Offer
                                      by
                      Brewin Dolphin Securities Limited
                                 on behalf of
              Berry Birch & Noble plc (''Berry Birch & Noble'')
           for the entire issued and to be issued share capital of
             Berkeley Financial Services Group plc (''Berkeley'')

Berry Birch & Noble, the national independent financial adviser and insurance
broker, today announces the proposed acquisition of Berkeley Financial
Services Group, the UK's fourth largest IFA network group.

Summary

  * The boards of Berry Birch & Noble and Berkeley announce that they have
    agreed the terms of a share offer, to be made by Brewin Dolphin
    Securities, to acquire the entire issued and to be issued share capital of
    Berkeley.
  * The total consideration for the acquisition of Berkeley is £47.75
    million and values Berry Birch & Noble at £6.48 million (based on a price
    of 90p per Ordinary Share).
  * The Offer is conditional, inter alia, on Berkeley raising £10 million of
    new funds. The new capital will be raised principally from five investors,
    namely Clerical Medical, Friends Provident, Norwich Union, Scottish Widows
    and Skandia.
  * The Acquisition and the proposed change of name to Berkeley Berry Birch
    plc is subject to BBN Shareholders' approval at an EGM to be held on 4
    January 2002.
  * In view of the size of the Acquisition, which is classified as a reverse
    takeover, the Enlarged Group is reapplying for listing. Dealings in the
    existing Berry Birch & Noble Ordinary Shares are expected to re-commence
    on 10 December 2001.
  * The boards of Berry Birch & Noble and Berkeley believe that the effects
    of market trends will present opportunities for larger financial services
    distributors, which have access to high value consumers.
  * The principal operating subsidiaries of the Enlarged Group following the
    acquisition will comprise Berry Birch & Noble Financial Services Limited,
    Berry Birch & Noble Insurance Brokers Limited and Berkeley Independent
    Advisers Limited.
  * The Enlarged Group is expected to have the following characteristics:
            multi channel financial services distribution;
            financially sound capital base;
            management team with proven track record;
            recognised brand and market presence; and
            approximately 600 registered individuals
  * The Enlarged Group should benefit from economies of scale, including
    cost savings in respect of technology, administration, compliance and
    training.

Comments

Commenting on the announcement, Sir Jeremy Black, Chairman of Berry Birch &
Noble said:

'The prospects for the future growth of the Enlarged Group are encouraging and
the acquisition of Berkeley should enable Berry Birch & Noble to become a
leading financial services distributor which can exploit the changes in the
market and achieve enhanced shareholder value''.

Commenting on the announcement, Clifford Lockyer, Chief Executive of Berry
Birch & Noble and Chairman of Berkeley said:

'The acquisition will enhance the Enlarged Group's market presence, whilst
also giving rise to possible operational synergies, enabling the Enlarged
Group to be better placed to take advantage of the changes in the market for
independent financial advice''.

Enquiries

For further information contact:
Berkeley & Berry Birch & Noble                         07774 185 779
                                                       020 7563 6130
Stephen Ingledew

Brewin Dolphin Securities                              0141 221 7733
Jamie Cumming

Citigate Dewe Rogerson                                 020 7638 9571
Patrick Toyne Sewell

Fiona Bradshaw

Notes

1. Berry Birch & Noble plc

Berry Birch & Noble is a financial services intermediary whose principal
business activities are the provision of independent financial advice and
insurance broking services. Berry Birch & Noble is the holding company for its
four trading companies which include:

            Berry Birch & Noble Financial Services Ltd -- a regulated IFA firm
            Berry Birch & Noble Insurance Brokers Ltd -- an insurance broking
            intermediary

2. Berkeley Financial Services Group

Berkeley's principal subsidiary is Berkeley Independent Advisers, which is the
fourth largest IFA Network group in the UK both by turnover and number of
registered individuals. Berkeley currently comprises 270 IFA firms, which in
turn collectively employ or contract the services of over 550 registered
individuals.

Berkeley has been voted by independent research of IFA firms to be number one
IFA network (in terms of overall satisfaction of Network support) six out of
the last seven years.



                                 Share Offer
                                      by
      Brewin Dolphin Securities Limited (''Brewin Dolphin Securities'')
                                 on behalf of
              Berry Birch & Noble plc (''Berry Birch & Noble'')
       for the entire issued and to be issued ordinary share capital of
             Berkeley Financial Services Group plc (''Berkeley'')

The Board announces that it has reached agreement with the board of Berry
Birch & Noble on the terms of a share offer to be made by Brewin Dolphin
Securities on behalf of Berry Birch & Noble to acquire the whole of the issued
and to be issued ordinary share capital of Berkeley.

The Offer is being made on the following basis:
for every 18 Berkeley Shares   5 Consideration Shares in Berry Birch & Noble

The Offer values Berkeley's issued and to be issued ordinary share capital on
the basis that the Berkeley Fundraising is completed at approximately £47.75
million.

The Offer is conditional, inter alia, on Berkeley raising £10 million of new
funds (before expenses) and on BBN Shareholders' approval. The total
consideration for the Acquisition is £47.75 million and values Berry Birch &
Noble at £6.48 million (based on a price of 90p per Ordinary Share). The
consideration for the Berkeley Shares is to be satisfied in full, by the issue
to the Berkeley Shareholders who accept the Offer of Consideration Shares
credited as fully paid, in the proportions described above, which will
represent approximately 88 per cent. of the Enlarged Share Capital (on the
basis that all of the Consideration Shares are issued pursuant to the Offer).

The full terms and conditions of the Offer (including how the Offer may be
accepted) are set out in the Offer Document dated 7 December 2001 (''the Offer
Document'') and the Form of Acceptance. This advertisement alone does not
constitute and must not be construed as an offer. Berkeley Shareholders who
accept the Offer may rely only on the Offer Document and the Form of
Acceptance for all the terms and conditions of the Offer. The Offer will be
open for acceptance until 3.00 pm on 2 January 2002 or (subject to the City
Code) such later times and/or date(s) as Berry Birch & Noble may decide.

The Offer is not being made, directly or indirectly, in or into, or by the use
of the mails of, or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign
commerce of, or any facility of a national securities exchange of, the United
States, Canada, Australia or Japan. This advertisement does not constitute an
offer in the United States, Canada, Australia or Japan and the Offer should
not be accepted by any such use, means, instrumentality or facility or from
within the United States, Canada, Australia or Japan. Doing so may render
invalid any purported acceptance of the Offer. Accordingly, neither the Offer
Document nor the Form of Acceptance are being, and they must not be, mailed or
otherwise distributed or sent in, into or from the United States, Canada,
Australia or Japan.

The BBN Directors accept responsibility for the information contained in this
advertisement. To the best of the knowledge and belief of the BBN Directors
(who have taken all reasonable care to ensure that such is the case) the
information contained in this advertisement is in accordance with the facts
and does not omit anything likely to affect the import of such information.

This advertisement, which is published on behalf of Berry Birch & Noble by
Brewin Dolphin Securities has been approved by Brewin Dolphin Securities for
the purposes of Section 21 of the Financial Services and Markets Act 2000.

Brewin Dolphin Securities, which is regulated in the United Kingdom by The
Financial Services Authority, is acting for Berry Birch & Noble and for no one
else in connection with the Offer and will not be responsible to anyone other
than Berry Birch & Noble for providing the protections afforded to customers
of Brewin Dolphin Securities, or for providing advice to any other person in
relation to the Offer or any other matter referred to in this document.

7 December 2001

Not for release, publication or distribution, in whole or in part, in or into
                the United States, Canada, Australia or Japan

                         Share Offer for Berkeley by
    Brewin Dolphin Securities Limited on behalf of Berry Birch & Noble plc

1. Introduction

The Board announces that it has reached agreement with the BBN Board on the
terms of a share offer to be made by Brewin Dolphin Securities on behalf of
Berry Birch & Noble to acquire the whole of the issued and to be issued
ordinary share capital of Berkeley.

In view of their involvement as BBN Directors, each member of the Board is
precluded by the City Code from providing advice on the terms of the Offer and
recommending an appropriate course of action to Berkeley Shareholders. Rowan
Dartington, Berkeley's financial adviser, has advised the Board with regard to
the Offer.

Rowan Dartington has reviewed the Offer and advised the Board that, in its
view, based on the factors mentioned in this document, the Offer is fair and
reasonable and that Berkeley Shareholders should, in the absence of any higher
offer, accept the Offer. Rowan Dartington's advice to the Board is set out in
full in its letter to the Board in Part 2 of the Offer Document. The formal
Offer is set out in Part 3 of the Offer Document in a letter from Brewin
Dolphin Securities.

Each of the Directors has irrevocably undertaken to accept the Offer as
described in paragraph 5 below.

2. The Offer

The Offer is being made on the following basis:
for every 18 Berkeley Shares   5 Consideration Shares in Berry Birch & Noble

The Offer values Berkeley's issued and to be issued ordinary share capital on
the basis that the Berkeley Fundraising is completed at approximately £47.75
million.

The Offer is conditional, inter alia, on Berkeley raising £10 million of new
funds (before expenses) and on BBN Shareholders' approval. The total
consideration for the Acquisition is £47.75 million and values Berry Birch &
Noble at £6.48 million (based on a price of 90p per Ordinary Share). The
consideration for the Berkeley Shares is to be satisfied in full, by the issue
to the Berkeley Shareholders who accept the Offer of Consideration Shares
credited as fully paid, in the proportions described above, which will
represent approximately 88 per cent. of the Enlarged Share Capital (on the
basis that all of the Consideration Shares are issued pursuant to the Offer).

3. Berkeley Fundraising and Berkeley Share Options

The Offer extends to any Berkeley Shares unconditionally allotted or issued
while the Offer remains open for acceptance or until such earlier date as,
subject to the City Code, Berry Birch & Noble may decide, including those
allotted and issued as a result of the Berkeley Fundraising.

Following the Offer becoming or being declared unconditional in all respects,
Berry Birch & Noble will make proposals to holders of Berkeley Share Options
whereby such holders will be invited to roll-over their rights in relation to
Berkeley Shares into rights in relation to new Ordinary Shares in Berry Birch
& Noble on similar terms (including as regards value) as the Share Offer.

4. Berkeley Preference Shares

Berkeley's share capital includes 2,500,000 9 per cent. cumulative redeemable
preference shares with a nominal value of 10p each. These preference shares
are owned by Clifford Lockyer, Director. As these preference shares, which do
not carry any voting rights (even in default of due dividend payments not
being made), do not entitle the holders (either as respects dividend or
capital) to participate beyond a specified amount in a distribution, they
constitute non-equity share capital (within the meaning of section 744 of the
Act). Accordingly, the Offer will not extend to these preference shares and
Berry Birch & Noble will not acquire them pursuant to the Offer.

5. Irrevocable undertakings to accept the Offer

The Directors and their connected persons, as defined in the City Code, and
other shareholders of Berkeley have irrevocably undertaken to accept the Offer
in respect of legal and beneficial shareholdings of Berkeley Shares amounting,
in aggregate, to 132,700,000 Berkeley Shares, representing approximately 87.88
per cent. of Berkeley's issued ordinary share capital prior to the Berkeley
Fundraising and represents approximately 69.48 per cent. in aggregate of
Berkeley's issued ordinary share capital following the Berkeley Fundraising.
These irrevocable undertakings are binding even in the event of a competing
offer.

6. Current trading and prospects

For the first seven months of the Berkeley Group's current financial year, it
added approximately 110 Registered Individuals to its membership. The Berkeley
Group's turnover for the first seven months of its current financial year was
£22.6 million. During the three year period to 31 March 2001 the average
number of Registered Individuals within the Berkeley Group increased from
approximately 279 to 415. The total number of Registered Individuals operating
within the Berkeley Group and its Network as at 31 October 2001 was 551. The
following table (which has been extracted without material adjustment from the
Accountants' Report on the Berkeley Subsidiaries set out in Appendix II of the
Offer Document) provides a summary of the key indicators of the recent growth
of the Berkeley Subsidiaries:
                            Year ended 31      Year ended 31      Year ended 31
                               March 1999         March 2000         March 2001
                                    £'000              £'000              £'000
Turnover                           18,550             23,297             34,243
(Loss)/profit before               (443 )              (12 )                395
taxation

7. Background to the Offer

There are a number of market trends which the Directors believe are
accelerating change in the market for independent financial advice, including:

  * growing demand from high value consumers ('cash rich and time poor') and
    employers for independent financial advice;
  * the continuing relative success of the IFA channel in distributing
    financial services products compared to other distribution methods;
  * the implications of the anticipated changes to the current regulatory
    regime;
  * the increasing importance of new technology in financial services
    distribution; and
  * reducing margins on certain financial products (e.g. pensions, with the
    introduction of stakeholder pensions).

The Directors believe that the combined effects of these market trends will
present opportunities for larger financial services distributors which have
access to high-value consumers and control a broad range of high productivity
advisory-based distribution channels. The Directors believe that this will
result in the consolidation of IFA Firms as they pool resources to create
economies of scale.

Berry Birch & Noble is a financial services intermediary whose principal
business activities are the provision of independent financial advice and
insurance broking services, primarily to employees and senior management of
large corporations. Berry Birch & Noble is the holding company for its four
trading subsidiary companies, which are:

  * Berry Birch & Noble Financial Services Limited -- a regulated
    independent financial advice firm.
  * Berry Birch & Noble Trustees Limited -- a trustee services firm.
  * Berry Birch & Noble (Insurance Brokers) Limited -- an insurance broking
    intermediary.
  * Berry Birch & Noble Management Limited -- an internal management
    company.

The BBN Board share the Directors' strategic vision of the financial services
distribution industry. Berry Birch & Noble FS's national distribution business
complements the Network business of Berkeley. The Directors believe that the
acquisition of Berkeley by Berry Birch & Noble will enhance the Enlarged
Group's market presence, whilst also giving rise to possible operational
synergies, enabling the Enlarged Group to be better placed to take advantage
of the market trends identified above.

8. Management and Employees

The BBN Board has confirmed that the existing employment rights, including
pension rights, of the employees of the Berkeley Group will be fully
safeguarded.

9. Concert Party

The names of the members of the Concert Party and their holdings of Berkeley
Shares are set out in Appendix III.

10. General

The Offer Document and Form of Acceptance will be posted shortly to Berkeley
Shareholders. This announcement does not constitute an offer or an invitation
to purchase any securities. Certain terms used in this announcement are
defined in Appendix II.

Brewin Dolphin Securities, which is regulated in the United Kingdom by The
Financial Services Authority, is acting for Berry Birch & Noble and for no one
else in connection with the Offer and will not be responsible to anyone other
than Berry Birch & Noble for providing the protections afforded to customers
of Brewin Dolphin Securities, or for providing advice to any other person in
relation to the Offer or any other matter referred to in the Offer Document.

Rowan Dartington, which is regulated in the United Kingdom by The Financial
Services Authority, is acting for Berkeley and for no one else in connection
with the Offer and will not be responsible to anyone other than Berkeley for
providing the protections afforded to customers of Rowan Dartington, or for
providing advice to any other person in relation to the Offer or any other
matter referred to in the Offer Document.

7 December 2001

                                  APPENDIX I
                  CONDITIONS AND FURTHER TERMS OF THE OFFER

Part A: Conditions of the Offer

The Offer is subject to the following conditions:

1. ACCEPTANCES

Valid acceptances being received (and not, where permitted, withdrawn) by no
later than 3.00pm on the first closing date of the Offer (or, subject to the
City Code, such later time(s) and/or dates(s) as Berry Birch & Noble may
decide) in respect of not less than 90 per cent. in nominal value (or such
lesser percentage as Berry Birch & Noble may decide) of the Berkeley Shares to
which the Offer relates. However, this condition will not be satisfied unless
Berry Birch & Noble and/or its wholly-owned subsidiaries have acquired or
agreed to acquire Berkeley Shares carrying, in aggregate, over 50 per cent. of
the voting rights then normally exercisable at general meetings of Berkeley
including, for this purpose, to the extent (if any) required by the City Code,
the voting rights attaching to any Berkeley Shares which may be
unconditionally allotted or issued, before the Offer becomes or is declared
unconditional as to acceptances. In this condition:

1.1     the expression ''Berkeley Shares to which the Offer relates'' means
the aggregate of:

        1.1.1 Berkeley Shares which have been unconditionally allotted or
        issued as at the date of the Offer; and
        1.1.2 any Berkeley Shares unconditionally allotted or issued after
        that date, but while the Offer remains open for acceptance (or such
        earlier time and/or date as Berry Birch & Noble may, subject to the
        rules of the City Code, decide)

        but excluding Berkeley Shares which, at the date of the Offer, are
        held by Berry Birch & Noble or its associates (within the meaning of
        Section 430E of the Companies Act 1985) or which, at that date, Berry
        Birch & Noble or its associates have contracted to acquire (other than
        shares which are subject to such a contract as is described in Section
        428(5) of the Companies Act 1985); and

        1.2     Berkeley Shares which have been unconditionally allotted but
        not issued shall be deemed to carry the voting rights which they will
        carry when they are issued.

2. SHAREHOLDER APPROVAL AND ADMISSION OF BERRY BIRCH & NOBLE SHARES

2.1 The passing at an extraordinary general meeting of Berry Birch & Noble (or
any adjournment thereof) of such resolutions as may be necessary to approve,
implement and effect the Offer and the acquisition of any Berkeley Shares or
the roll-over of the Berkeley Share Options;

2.2 First admission of the Consideration Shares to be issued pursuant to the
Offer to the Official List becoming effective in accordance with the Listing
Rules and to trading on the main market of the London Stock Exchange or (if
Berry Birch & Noble so determines and subject to the consent of the Panel) the
UK Listing Authority and the London Stock Exchange agreeing to admit such
shares to the Official List and to trading on the main market of the London
Stock Exchange respectively.

3. BERKELEY FUNDRAISING AND CAPITAL

3.1 The Berkeley Fundraising proceeding and Berkeley being in unconditional
receipt of cleared funds totalling not less than £10 million (before expenses)
in accordance with the terms of the Berkeley Fundraising;

3.2 Berkeley not issuing any new shares in its capital other than, in
aggregate, 40,000,000 New Ordinary Shares of 25p each, during the Offer period
or entering into any agreement to allot any shares (other than in respect of
the above mentioned 40,000,000 ordinary shares) during the Offer period.

4. COMPETITION ISSUES

4.1 Without limitation to condition 5 below, it being established in terms
satisfactory to Berry Birch & Noble that neither the proposed acquisition of
Berkeley by Berry Birch & Noble nor any matters arising from it, if either:

    4.1.1 it falls within the statutory provisions for possible reference to
    the Competition Commission; or

    4.1.2 it has been referred in whole or in part by the European Commission
    under Article 9(1) of Council Regulation (EEC) 4064/89 as amended by
    Council Regulation (EEC) 1310/97 (''the Regulation''),

will be referred to the Competition Commission; and

4.2 Without limitation to condition 5 below, it being established, in terms
satisfactory to Berry Birch & Noble, that it is not the intention of the
European Commission or within its jurisdiction, pursuant to the Regulation,
either to initiate proceedings under Article 6(1)(c) of the Regulation or to
make a referral to a competent authority of any Member State of the European
Union under Article 9(1) of the Regulation in respect of the Offer and the
proposed Acquisition by Berry Birch & Noble of Berkeley, or any matters
arising out of them.

5. AUTHORISATIONS

5.1 All authorisations in any jurisdiction necessary or appropriate for, or in
respect of, the Offer, its implementation or any acquisition of any shares in,
or control of, Berkeley or any member of the Berkeley Group (to the extent
that Berkeley owns any such shares in or has any such control of any such
other member of the Berkeley Group) by Berry Birch & Noble having been
obtained in terms and in a form satisfactory to Berry Birch & Noble from any
relevant person or body with whom any member of the Berkeley Group has entered
into contractual arrangements or by whom any such member is regulated
(including, without limitation, the FSA) and all such authorisations not
having expired, lapsed or been terminated; and

5.2 All authorisations necessary to carry on the business of any member of the
Berkeley Group and the Berry Birch & Noble Group remaining in full force and
effect and there being no intimation of any intention to revoke, suspend,
restrict or modify, or not to renew the same; and

5.3 All necessary filings having been made and all necessary waiting and other
periods under any applicable legislation in any jurisdiction having expired,
lapsed or been terminated and all necessary statutory or regulatory
obligations in any jurisdiction having been complied with; and

5.4 The approval of the FSA to the change in control of each company within
the Enlarged Group which is regulated by the FSA as a result of the Offer
becoming or being declared unconditional.

6. REGULATORY INTERVENTION

No relevant person in any jurisdiction having taken, instituted, implemented
or threatened any legal proceedings, or having required any action to be taken
or otherwise having done anything or having enacted, made or proposed any
statute, regulation, order or decision or taken any other step and there
continuing not to be outstanding any statute, regulation, order or decision
that would or might:

6.1 make the Offer, its implementation or the acquisition or proposed
acquisition of any shares in, or control or management of, the Berkeley Group
or any member of it by Berry Birch & Noble illegal, void or unenforceable; or

6.2 otherwise directly or indirectly restrict, restrain, prohibit, materially
delay or interfere in the implementation of, or impose any adverse and/or
material additional conditions or obligations with respect to, or otherwise
challenge or require amendment of, the Offer or the proposed acquisition of
the Berkeley Shares by Berry Birch & Noble or any acquisition of shares or
rights in respect of shares in Berkeley by Berry Birch & Noble; or

6.3 result directly or indirectly in a delay in the ability of Berry Birch &
Noble, or render Berry Birch & Noble unable, to acquire some or all of the
shares in Berkeley or any member of the Berkeley Group or rights in respect of
shares; or

6.4 impose any limitation on or result in a delay in the ability of Berry
Birch & Noble or any member of the Berry Birch & Noble Group or Berkeley or
any member of the Berkeley Group to acquire or hold or exercise effectively,
directly or indirectly, any rights of ownership of shares or rights in respect
of shares, or other securities or the equivalent in any member of the Berkeley
Group, or management control over any member of the Berkeley Group; or

6.5 require, prevent or delay the disposal by Berry Birch & Noble or any
member of the Berry Birch & Noble Group or by Berkeley or any member of the
Berkeley Group or require the disposal or alter the terms of any proposed
disposal by any member of the Berkeley Group or any member of the Berry Birch
& Noble Group of all or any material part of their respective businesses,
assets or properties or impose any limitation on the ability of any of them to
conduct their respective businesses or own all or any material part of their
respective assets or properties (including securities); or

6.6 require any member of the Berry Birch & Noble Group or of the Berkeley
Group to offer to acquire any shares or other securities (or the equivalent)
in any member of the Berkeley Group or any member of the Berry Birch & Noble
Group owned by any third party (in each case, other than in implementation of
the Offer); or

6.7 impose any limitation on the ability of any member of the Berry Birch &
Noble Group or the Berkeley Group to integrate or co-ordinate its business, or
any part of it, with the businesses or any part of the businesses of any other
member of the Berry Birch & Noble Group and/or the Berkeley Group in each case
in a manner which would be material in the context of the Enlarged Group taken
as a whole; or

6.8 result in any member of the Berry Birch & Noble Group or the Berkeley
Group ceasing to be able to carry on business under any name under which it
presently does so (other than in respect of the Resolutions to change the name
of Berry Birch & Noble proposed to be passed at the EGM of Berry Birch &
Noble); or

6.9 otherwise materially and adversely affect any or all of the businesses,
assets, prospects or profits of any member of the Berry Birch & Noble Group or
the Berkeley Group in each case in a manner which is material to the relevant
group;

and all applicable waiting and other time periods during which any such
relevant person could institute or implement any legal proceedings in respect
of the foregoing having expired, lapsed or been terminated, or rights in
respect thereof having been waived.

7. CONSEQUENCES OF THE OFFER

Save as Publicly Announced or Disclosed, there being no provision of any
agreements to which any member of the Berkeley Group is a party, or by or to
which any such member, or any part of its assets, may be bound, entitled or
subject, which would or might, in each case as a consequence of the making of
the Offer and its implementation or of the Acquisition or proposed acquisition
of all or any part of the issued share capital of, or change of control or
management of, Berkeley or any other member of Berkeley Group or otherwise
result in:

7.1 any material assets or interests of any member of the Berkeley Group being
or falling to be disposed of or charged in any way, or any rights arising
under which any such asset or interest could be required to be disposed of or
charged in any way; or

7.2 any moneys borrowed by or other indebtedness (actual or contingent) of, or
any grant available to, any member of the Berkeley Group being or becoming
repayable or capable of being declared repayable immediately or earlier than
the repayment date stated in such agreement or the ability of such member of
the Berkeley Group to incur any such borrowing or indebtedness becoming or
being capable of becoming withdrawn, inhibited or prohibited; or

7.3 any such agreement or the rights, liabilities, obligations or interests of
any such member under it being terminated or adversely modified or affected or
any onerous obligation arising or any adverse action being taken under it in
each case to a material adverse extent; or

7.4 the interests or business of any such member in or with any third party
(or any arrangements relating to any such interests or business) being
terminated or adversely modified or affected to a material extent; or

7.5 the financial or trading position or prospects of any member of the
Berkeley Group or its or their or its value being prejudiced or adversely
affected to a material extent; or

7.6 the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
member of the Berkeley Group or any such security (whenever arising or having
arisen) becoming enforceable; or

7.7 any member of the Berkeley Group ceasing to be able to carry on business
under any name under which or on the terms on which it currently does so or
any person presently not able to carry on business under any name under which
any member of the Berkeley Group currently does becoming able to do so; or

7.8 the creation of actual or contingent liabilities by any member of the
Berkeley Group other than in the ordinary course of its normal trading; or

7.9 the ability of any member of the Berkeley Group to carry on its business
being adversely affected in any material respect,

and no event having occurred which under any provision of any such agreement
to which any member of the Berkeley Group is a party, or by or to which any
such member, or any of its assets, may be bound, entitled or subject, could
result, to an extent which is material in the context of the Berkeley Group
taken as a whole, in any of the events or circumstances as are referred to in
paragraphs 7.1 to 7.9 inclusive of this condition 7.

8. NO CORPORATE ACTION TAKEN SINCE THE ACCOUNTING DATE

Since 31 March 2001, save as otherwise Publicly Announced or Disclosed or
pursuant to transactions in favour of Berry Birch & Noble or a wholly-owned
subsidiary of Berry Birch & Noble or in relation to the incorporation of
Berkeley, the formation of the Berkeley Group, the Berkeley Fundraising and
the creation of the Berkeley Share Options, no member of the Berkeley Group
having:

8.1 issued or agreed to issue or authorised or proposed the issue or grant of
additional shares of any class or securities convertible into or exchangeable
for, or rights, warrants or options to subscribe for or acquire, any such
shares or convertible securities; or

8.2 redeemed, purchased, repaid or reduced or proposed the redemption,
purchase, repayment or reduction of any part of its share capital or made or
proposed the making of any other change to its share capital; or

8.3 recommended, declared, paid or made or proposed to recommend, declare, pay
or make any dividend, bonus or other distribution whether payable in cash or
otherwise; or

8.4 merged or demerged with or from, or acquired, any body corporate or
authorised or proposed or announced any intention to propose any such merger
or demerger; or

8.5 acquired or disposed of, transferred, mortgaged or charged, or created or
granted any security interest over, any assets (including shares and trade
investments other than in the ordinary course of business) or authorised or
proposed or announced any intention to propose any acquisition, disposal,
transfer, mortgage, charge or creation or grant of any security interest; or

8.6 issued or authorised or proposed the issue of any debentures or incurred
or increased any borrowings, indebtedness or liability (actual or contingent)
of any aggregate amount which is or might be expected to be material in the
context of the Berkeley Group taken as a whole; or

8.7 entered into or varied, or authorised or proposed the entry into or
variation of, or announced its intention to enter into or vary, any
transaction, arrangement, contract or commitment (whether in respect of
capital expenditure or otherwise) which is of a long term, onerous or unusual
nature or magnitude or which is or could be restrictive to the existing
business of any member of the Berkeley Group or which is other than in the
ordinary course of business; or

8.8 waived or compromised any claim which is material in the context of the
Berkeley Group taken as a whole, or

8.9 entered into or varied or made any offer (which remains open for
acceptance) to enter into or vary the terms of any contract with any of the
directors or senior executives of any member of the Berkeley Group; or

8.10 taken or proposed any corporate action or had any legal proceedings
instituted or threatened against it or petition presented for its winding-up
(voluntarily or otherwise), dissolution or reorganisation or for the
appointment of a receiver, administrator, administrative receiver, trustee or
similar officer of all or any of its assets and revenues or for any analogous
proceedings or steps in any jurisdiction or for the appointment of any
analogous person in any jurisdiction; or

8.11 been unable or admitted in writing that it is unable to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business; or

8.12 made any alteration to its memorandum or articles of association, or
other incorporation documents; or

8.13 in relation to the pension schemes established for its directors and/or
other employees and/or their dependants, made or consented to any change to:

    8.13.1 the terms of the trust deeds constituting such pension schemes or
    to the benefits which accrue;

    8.13.2 the pensions which are payable, under them;

    8.13.3 the basis on which qualifications for or accrual of or entitlement
    to such benefits or pensions are calculated or determined;

    8.13.4 the basis upon which the liabilities (including pensions) of such
    pension schemes are funded or made;

    8.13.5 or agreed or consented to any change to the trustees of such
    pension schemes.

9. OTHER EVENTS SINCE THE ACCOUNTING DATE

In the period since 31 March 2001, save as Publicly Announced or Disclosed:

9.1 no litigation or arbitration proceedings, prosecution, investigation or
other legal proceedings having been announced, instituted, threatened or
remaining outstanding by, against or in respect of, any member of the Berkeley
Group or to which any member of the Berkeley Group is or may become a party
(whether as claimant, defendant or otherwise) which could have a material and
adverse effect on the Berkeley Group taken as a whole; or

9.2 no adverse change or deterioration having occurred in the business or
assets or financial or trading position or prospects, assets or profits of any
member of the Berkeley Group which is material in the context of the Berkeley
Group taken as a whole; or

9.3 no enquiry or investigation by, or complaint or reference to, any relevant
person against or in respect of any member of the Berkeley Group having been
threatened, announced, implemented or instituted or remaining outstanding by,
against or in respect of, any member of the Berkeley Group; or

9.4 no contingent or other liability having arisen or become apparent or
increased which would or might reasonably be expected to affect materially and
adversely the Berkeley Group taken as a whole.

10. ENVIRONMENTAL AND OTHER ISSUES

Save as Publicly Announced or Disclosed, Berry Birch & Noble not having
discovered that:

Environmental

10.1 any past or present member of the Berkeley Group has not complied in any
material respect with all applicable legislation or regulations or
authorisations of any jurisdiction with regard to the use, handling, storage,
transport, production, supply, treatment, keeping, disposal, discharge,
spillage, leak or emission of any waste or hazardous substance or any
substance likely to damage or impair the environment or harm human health or
otherwise relating to environmental matters or the health and safety of any
person or that there has otherwise been any such use, handling, storage,
transport, production, supply, treatment, keeping, disposal, discharge,
spillage, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or regulations or
authorisations and wherever the same may have taken place), which, in any such
case, gives rise or would be likely to give rise to any liability (whether
actual or contingent) or cost on the part of any member of the Berkeley Group
which is material in the context of the Berkeley Group taken as a whole; or

10.2 there has been a material disposal, discharge, release, spillage, leak or
emission of any waste or hazardous substance or any substance likely to damage
or impair the environment or harm human health which gives rise or would be
likely to give rise to any liability (whether actual or contingent) or cost on
the part of any member of the Berkeley Group which is material in the context
of the Berkeley Group taken as a whole; or

10.3 there is, or is likely to be any liability (whether actual or contingent)
or cost on the part of any member of the Berkeley Group to make good, repair,
reinstate or clean up any relevant asset or any other property or any
controlled waters under any environmental legislation, regulation, notice,
circular, order or other lawful requirement of any relevant person or third
party or otherwise which is material in the context of the Berkeley Group
taken as a whole; or

Service Provision

10.4 circumstances exist whereby a person or class of persons have or would be
likely to have any claim or claims in respect of any service provided now or
previously by any past or present member of the Berkeley Group, which claim or
claims would be likely to be material in the context of the Berkeley Group
taken as a whole or the Enlarged Group; or

Misrepresentation

10.5 the financial, business or other information disclosed at any time by any
member of the Berkeley Group, whether publicly or in the context of the Offer,
either contained a material misrepresentation of fact or omitted to state a
fact necessary to make the information disclosed not materially misleading or
that any contingent liability disclosed in such information would or might
materially and adversely affect, directly or indirectly, the business, profits
or prospects of the Berkeley Group taken as a whole or the Enlarged Group; or

Accounts

10.6 any member of the Berkeley Group is subject to any liability, contingent
or otherwise, which was required to be and was not disclosed in the latest
annual report and accounts of the relevant Berkeley Group member and which is
material in the context of the Berkeley Group taken as a whole; or

Intellectual Property

10.7 any member of the Berkeley Group does not own or have licensed to it, or
otherwise possess legally enforceable rights to use, all intellectual property
that is:

    10.7.1 required or reasonably necessary for the conduct of business of the
    relevant member of the Berkeley Group as currently conducted; or

    10.7.2 under development for such business;

and, in either case, the absence of which, individually or in the aggregate,
would have a material adverse effect on such business; or

10.8 any member of the Berkeley Group has infringed any intellectual property
rights of any third party where the consequences of which infringement would
have a material adverse effect on the Berkeley Group taken as a whole or give
rise to material litigation.

11. WARRANTY DEED

11.1 No breach having occurred or being reasonably likely to occur of the
warranties and/or indemnities contained in the Warranty Deed, which in the
opinion of Berry Birch & Noble is material in the context of the Enlarged
Group taken as a whole.

12. GENERAL PROVISIONS

12.1 If Berry Birch & Noble is required by the Panel to make an offer for the
Berkeley Shares under the provisions of rule 9 of the City Code, Berry Birch &
Noble shall make such alterations to the conditions of the Offer set out
above, including condition (1), as are necessary to comply with the provisions
of that rule.

12.2 Subject to the requirements of the Panel, Berry Birch & Noble reserves
the right to waive all or any of conditions 5 (save for 5.4) to 11 (inclusive)
in whole or in part.

12.3 Except with the consent of the Panel, the Offer will lapse unless all of
the conditions relating to the Offer set out above (other than condition 1)
have been fulfilled or (if capable of waiver) waived by Berry Birch & Noble
or, where appropriate have been determined by Berry Birch & Noble in its
opinion to be or to remain satisfied, at midnight on the twenty-first day
after the later of:

    12.3.1 the first closing date; or

    12.3.2 the date on which the Offer becomes or is declared unconditional as
    to acceptances

or such later date as Berry Birch & Noble may, with the consent of the Panel,
decide. Berry Birch & Noble shall be under no obligation to waive or treat as
satisfied any condition by a date earlier than the latest date specified above
for its satisfaction even though the other conditions of the Offer may, at
such earlier date, have been waived or fulfilled and that there are, at such
earlier date, no circumstances indicating that any such conditions may not be
capable of fulfilment.

12.4 The Offer will lapse if the Offer or the proposed acquisition of Berkeley
is referred to the Competition Commission or if the European Commission either
initiates proceedings under Article 6(1)(c) of the Council Regulation (EC)
4064/89 or makes a referral to a competent authority of the United Kingdom
under Article 9(1) thereof before 3.00 pm on the first closing date or the
time and date on which the Offer becomes or is declared unconditional as to
acceptances, whichever is the later.

12.5 The conditions are inserted for the benefit of Berry Birch & Noble and no
Berkeley Shareholder shall be entitled to the benefit of, or to waive any of
the conditions without the prior written consent of Berry Birch & Noble.

12.6 If the Offer lapses, it will cease to be capable of further acceptance
and persons accepting or purportedly accepting the Offer and Berry Birch &
Noble shall thereupon cease to be bound by acceptances delivered on or before
the date on which the Offer lapses.

12.7 Berkeley shares will be acquired by Berry Birch & Noble fully paid and
free from all liens, charges, equitable interests, encumbrances, rights of
pre-emption and any other third party right of any nature whatsoever and
together with all rights now or subsequently attaching to them including the
right to receive in full all dividends and other distributions declared, paid
or made hereafter.

12.8 The Offer will comply with English law and the City Code.

12.9 For the purposes of these conditions:

''the accounting date'' means 31 March 2001, being the date of the Berkeley
Subsidiaries' latest annual report and accounts

''agreements'' means arrangements, agreements, licences, permits, franchises,
partnerships, joint ventures, authorisations or other instrument

''authorisations'' means authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances, permissions and approvals

''Disclosed'' means disclosed in this document or the Circular or the Berkeley
Prospectus

''the first closing date'' means 2 January 2002

''FSA'' means the Financial Services Authority in its capacity as the
regulator of insurance business and banking business under FSMA or as the UK
Listing Authority, as the case may be

''intellectual property'' means all patents, trademarks, trade names, service
marks, copyrights, designs, databases and any applications therefor,
schematics, technology, know-how, computer software, programs or applications
(in both source code and object code form), and tangible or intangible
proprietary information or material

''legal proceedings'' means actions, suits, proceedings, investigations,
references or enquiries

''Publicly Announced or Disclosed'' means disclosed in the Berkeley
Subsidiaries' annual reports and accounts for the year ended 31 March 2001, or
set out in this document, the Circular, or the Berkeley Prospectus, or
otherwise or in any other announcement cleared through the Regulatory News
Service of the London Stock Exchange in each case prior to the date of this
document

''relevant asset'' means land, property or other assets now or previously
owned, occupied or made use of by any past or present member of the Berkeley
Group

''relevant persons'' means governments, governmental, quasi-governmental,
supra-national, statutory, investigative, regulatory or administrative bodies
or trade agencies, associations, institutions or courts, or professional or
environmental bodies, or any other persons or bodies whatsoever in any
jurisdiction

''significant interest'' means a direct or indirect interest in 20 per cent.
or more of the equity capital of an undertaking

''third party'' means person, firm, company or body.

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