November 25, 2005
MODEC, Inc.
Kenji Yamada, President & CEO
Code: TSE 6269
Contact: Yasuhiro Takano, Corporate Planning & Strategies
TEL: 03-5800-6081

New Share Issue and Secondary Offering of Shares
At its Board of Directors Meeting held on November 25, 2005, MODEC, Inc. decided the New Share
Issue and the Secondary Offering of its Shares.
1. Outline of New Share Issue by Public Offering(1)

Number ofCommon Stock: 1,774,000 shares

Newly IssuedShares(2)

Issue Price

To be determined on any date from Monday, December 5, 2005 throughFriday, December 9, 2005.

(3)

(4)

Amount not

To be calculated by subtracting the Amount to be book to Capital from thebe Booked toIssue Price. The Amount to be Booked to Capital will be the half of theCapital

Issue Price with any fractions less than one yen being rounded up.

Subscription

Nomura Securities Co., Ltd., Daiwa Securities SMBC Co. Ltd., Mizuho

MethodSecurities Co., Ltd., and SMBC Friend Securities Co., Ltd. (hereinafter “theUnderwriter”) are acting as managing underwriters.

The Offer Price inPublic Offering will be based on the closing price of the Company on theOffer Price Determination Date (if the closing price was not settled, theclosing price of the nearest date will be applied), which will be multiplied by
0.90~1.00 (any fractions less than one yen will be rounded down) anddetermined in consideration of the demand.
(5)

(6)

Commission

In lieu of Commission, the difference between the Offer Price in Public

paid to theOffering and the Issue Price paid to the Company from the Underwriter will

Underwriterbe paid to the Underwriter.

Subscription

To be the period from the business day following the Offer Price

PeriodDetermination Date through the second business day following the Offer
Price Determination Date.

(7)

Delivery Date

To be on any date from Monday, December 12, 2005 through Friday,December 16, 2005 and on the fifth business day from the Offer Price
Determination Date.

(8)Initial Date

Friday, July 1, 2005

for Dividend
Accrual(9)Unit of Shares

100 Shares(10) The Company grants the President & CEO of the Company the discretion to determine theIssue Price, Amount not be Booked to Capital, and all other matters necessary concerning theNew Share Issue.
(11) Each item described above is subject to the effectiveness of the filing under the Securities andExchange Law of Japan.
2. Outline of Secondary Offering of Shares by the Underwriter(1)

Number ofCommon Stock: 300,000 shares

Shares to beOffered(2)

SellingSojitz Corporation

Shareholder(3)

Offer Price

To be determined on the Offer Price Determination Date and to be the sameamount as the Offer Price in Public Offering.

(4)

Offering

All the shares to be offered will be underwritten by the Underwriter.

TheMethod

Underwriter will receive the aggregate amount of difference by subtracting
the Underwritten Price to be paid by the Underwriter to the Selling
Shareholder (the same amount as the Issue Price by Public Offering) fromthe Offer Price.

(5)

Subscription

To be the same period as Public Offering.

Period(6)

Delivery Date

To be the sixth business days following the Offer Price Determination Date.

(7)

Unit of Shares

100 Shares(8)

The Company grants the President & CEO of the Company the discretion to determine all
matters necessary for this Secondary Offering of shares.

(9)

Each item described above is subject to the effectiveness of the filing under the Securities andExchange Law of Japan.

3. Outline of Secondary Offering of Shares by Over Allotment(1)

Number ofCommon Stock: 200,000 shares

Shares to beOffered(2)

Seller

Nomura Securities Co., Ltd.

(3)Offer Price

To be determined on the Offer Price Determination Date and to be the sameamount as the Offer Price in Public Offering and the Offer Price in theSecondary Offering of shares by the Underwriter.

(4)

Offering

Nomura Securities Co., Ltd. will offer up to 200,000 shares of the Company

Methodborrowed from the Company’s Shareholder in consideration of the demandin Public Offering and the Secondary Offering of Shares by the Underwriter.

(5)

Subscription

To be the same period as the Secondary Offering of shares by thePeriodUnderwriter.

(6)

Delivery Date

To be the same date as the Secondary Offering of shares by the Underwriter.

(7)

Unit of Shares

100 Shares(8)

The Company grants the President & CEO of the Company the discretion to determine all
matters necessary for this Secondary Offering of shares.

(9)

Each item described above is subject to the effectiveness of the filing under the Securities andExchange Law of Japan.

4. Outline of New Share Issue by Third Party Allotment(1)

Number ofCommon Stock: 1,626,000 shares

Newly Issued
Shares(2)Issue Price

To be determined on the Offer Price Determination Date and to be the sameamount as the Offer Price in Public Offering.

(3)

(4)

Amount not be

To be calculated by subtracting the Amount to be book to Capital from theBooked toIssue Price. The Amount to be Booked to Capital will be the half of theCapital

Issue Price with any fractions less than one yen being rounded up.

Allotment

Mitsui Engineering & Shipbuilding Co., Ltd.

Grantee and1,626,000 shares

Number ofAllottedShares(5)

Subscription

To be the same period as Public Offering.

Period(6)

Delivery DateTo be the same date as Public Offering.

(7)

Initial Date for

Friday, July 1, 2005

Dividend
Accrual(8)

Unit of Shares

100 Shares(9)

The Company grants the President & CEO of the Company the discretion to determine theIssue Price, Amount not be Booked to Capital, and all other matters necessary concerning theThird Party Allotment.
(10) Each item described above is subject to the effectiveness of the filing under the Securities andExchange Law of Japan.