EXHIBIT 1.1

                                                                 [Translation]

                 Articles of Incorporation of Mirae Corporation


                              I. GENERAL PROVISION


Article 1.   Corporate Name

          The name of the Company shall be "Mirae Sanup Chusik Hoesa" (or MRC),
(hereinafter called the "Company").

Article 2.   Business Objectives

          The Company shall have the objective to carry out the following
businesses:

         1.       Manufacture and sale of semi-conductor equipment and related
                  devices

         2.       Manufacture and sale of automation equipment

         3.       Manufacture and sale of electronic precision instruments

         4.       Manufacture and sale of software

         5.       Lease of real estate

         6.       Data base business (internet related business)

         7.       Electronic communication sales business (electronic commerce
                  related business)

         8.       Cable broadcasting business

         9.       Manufacture and sale of communications equipment

         10.      Manufacture and sale of measuring instruments for
                  communications equipment

         11.      Development and sale of display products

         12.      Manufacture and sale of lighting related products

         13.      All business incidental or related to the foregoing

Article 3.   Location of Head Office

         (1)      The Company shall have its head office in Cheon An, Choong
                  Chung Nam Do.

         (2)      The Company may establish branches, other business offices or
                  factories at such places and outside the country, as the
                  Company may require, by resolution of the Board of Directors
                  of the Company.

Article 4.   Method of Public Notice

         Public notices by the Company shall be given in "The Korea Economic
         Daily ", a daily newspaper published in Seoul.

                               CHAPTER II. SHARES

Article 5.   Shares of Authorized Capital

          The total number of shares to be issued by the Company shall be
          351,000,000 shares.

Article 6.   Par Value per Share

          The par value per share of the Company shall be 100 Won.

Article 7.   Number of shares to be issued at the time of incorporation

          The total number of shares to be issued by the Company at the time of
          incorporation shall be 10,000 shares.

Article 8.   Type of Shares

         The type of share certificates of the Company shall be registered
         common shares and registered preferred shares.

Article 8-2.  Preferred Shares

         (1)      Preferred shares to be issued by the Company shall be
                  non-voting and the number thereof shall be 35,100,000.

         (2)      A dividend on preferred shares shall be determined by the
                  Board of Directors; provided, that such dividend shall not be
                  less than nine (9) %, nor more than fifty (50) % per annum of
                  the par value of the share.

         (3)      If the dividend rate in respect of common shares is higher
                  than the dividend rate in respect of preferred shares, the
                  holders of preferred shares shall participate in the
                  distribution of dividends with respect to such excess portion
                  based on the same dividend rate applied to common shares.

         (4)      If dividends on preferred shares are not paid from the
                  profits of the relevant fiscal year, such unpaid and
                  accumulated amount shall be preferentially paid to the
                  holders of preferred shares at the time of payment of
                  dividends for the following fiscal year.

         (5)      If the general meeting of shareholders resolves not to pay
                  dividend on preferred shares, preferred shares shall have
                  voting rights from the following general meeting of
                  shareholders until the end of the general meeting of
                  shareholders at which it is resolved to provide preferential
                  dividends for preferred shares.

         (6)      In the case of rights issue, the allocation of new shares in
                  respect of preferred shares shall be in common shares, and in
                  the case of bonus issue, the allocation of new shares shall
                  be the shares of the same kind held.

         (7)      Preferred shares shall have the duration of five (5) years
                  from the date of issue and shall be converted into common
                  shares at the end of such period. However, if the prescribed
                  dividends have not been distributed during such period, such
                  period may be extended until distribution thereof is
                  completed. With respect to the distribution of dividends on
                  shares issued upon conversion, Article 10-2 shall apply,
                  mutatis mutandis.

Article 9.   Type of Share Certificates

         Share certificates of the Company shall be issued in 8 denominations
         of one (1), five (5), ten (10), fifty (50), one hundred (100), five
         hundred (500), one thousand (1,000), and ten thousand (10,000) shares
         per certificate.

Article 10.  Subscription for New Shares

         (1)      New shares to be issued by the Company shall be allocated to
                  the shareholders in proportion to their respective
                  shareholding ratio.

         (2)      Notwithstanding Clause (1) above, new shares may be allocated
                  to persons other than shareholders by a resolution of the
                  Board of Directors as follows:

                  1.    Up to 30% of the total number of issued and outstanding
                        shares, if the company issues new shares by a public
                        offering or causes underwriters to underwrite new
                        shares pursuant to Article 2 of the Securities and
                        Exchange Act;

                  2.    If the Company issues new shares due to the exercise of
                        stock options pursuant to Article 189-4 of the
                        Securities and Exchange Act;

                  3.    If the Company issues new shares preferentially to
                        members of the Employee Stock Ownership Association
                        pursuant to Article 191-7 of the Securities and
                        Exchange Act;

                  4.    Up to 30% of the total number of issued and outstanding
                        shares, if the Company issues new shares by a public
                        offering by a resolution of the Board of Directors in
                        accordance with Article 189-3 of the Securities and
                        Exchange Act;

                  5.    Up to 50% of the total number of issued and outstanding
                        shares, if the Company issues new shares for the
                        issuance of depositary receipts (DRs) pursuant to
                        Article 192 of the Securities and Exchange Act;

                  6.    Up to the amount of 3,000,000,000 Won of par value of
                        the shares, if the Company issues new shares to foreign
                        investors for the necessity of the management of the
                        Company pursuant to the Foreign Investment Promotion
                        Act.

                  7.    To a company in a business alliance with the Company,
                        if necessary for introducing new technology.

         (3)      In the event of the abandonment or loss of preemptive right
                  of any shareholder to subscribe for new shares and fractional
                  shares arising in the allotment of new shares, the treatment
                  thereof shall be decided in accordance with a resolution of
                  the Board of Directors.

         (4)      Notwithstanding Clause (1) through (3) above, the resolution
                  of the general meeting of shareholders shall be required for
                  the following acts of the Company:

                  1.    The issuance of new shares which results in the change
                        of person having control of the Company. A person
                        having control over the Company means a person who
                        directly or indirectly, by means of holding voting
                        stock of the Company or by a contractual relationship,
                        exercises practical influence over the Company's
                        management and policies.

                  2.    The issuance of new shares as consideration for the
                        acquisition of stock or assets of another company,
                        where

                        A.  a director or auditor of the Company or person
                            holding not less than 5% of the total issued and
                            outstanding shares of the Company has, directly or
                            indirectly, not less than 5% ownership interest in
                            the such other company or its assets to be acquired
                            by the Company; or
                        B.  the issuance by private placement of new shares
                            totaling not less than 20% of all issued and
                            outstanding voting shares of the Company.

                  3.    The issuance by private placement of new shares
                        totaling not less than 20% of all issued and
                        outstanding voting shares where the offered price is
                        less than the market price or the Company's net asset
                        value divided by the number of new shares to be issued;
                        provided, however, in the event the shares held by a
                        director or auditor of the Company or a person who has
                        not less than 5% of the voting stock of the Company
                        sells shares it holds, such shares shall be added to
                        the above computation.

Article 10-2. Base Date for Allotment of New Shares

         In the event that the Company issues new shares in connection with
         an issue for consideration, bonus issue or stock dividend, with
         respect to the distribution of dividends on such new shares, such
         new shares shall be deemed to have been issued in the fiscal year
         immediately preceding the fiscal year during which such new shares
         were actually issued.

Article 10-3.  Stock Options

         (1)      The Company may grant stock options to its officers and
                  employees by a special resolution of the general meeting of
                  shareholders pursuant to Article 189-4 of the Securities and
                  Exchange Act, to the extent of fifteen (15) % of the total
                  number of issued and outstanding shares. Provided, however,
                  that the Company may grant stock options to its officers and
                  employees by a resolution of the Board of Directors, to the
                  extent of not more than 3% of the total number of issued and
                  outstanding shares. In this case, the Company may grant such
                  stock options to be linked to the management performance of
                  the officer or employee or share price index, pursuant to
                  resolution of a general meeting of shareholders or a meeting
                  of the Board of Directors.

         (2)      The officers and employees of the Company, as well as
                  officers and employees of affiliates of the Company as
                  defined Article 84-6 (1) of the Presidential Decree under the
                  Securities and Exchange Act, who may be granted stock options
                  are such persons who contributed, or has the capacity to
                  contribute to the establishment, management, international
                  sales and technical innovation of the Company; provided, that
                  those who fall under any of the following shall not be
                  granted such stock options:

                  1.    The largest shareholder (as defined under Article 54-5
                        (4), Item 2 of the Securities and Exchange Act, the
                        same definition shall apply in the following provisions
                        of this Article) and persons specially related to the
                        largest shareholder (as defined in Article 10-3 (2) of
                        Presidential Decree under the Securities and Exchange
                        Act. The same definition shall apply in the following
                        provisions of this Article), except for those who
                        became a specially related person (including
                        non-standing officers of affiliates) by becoming an
                        officer of the Company (including officers of
                        affiliates as defined under Article 84-6 (1) of the
                        Presidential Decree under the Securities and Exchange
                        Act);

                  2.    Major shareholders (as defined in Article 188 of the
                        Securities and Exchange Act. The same definition shall
                        apply in the following provisions of this Article) and
                        persons specially related to the major shareholders,
                        except for those who became specially related persons
                        (including non-standing officers of affiliates) by
                        becoming an officer of the Company (including officers
                        of affiliates as defined under Article 84-6 (1) of the
                        Presidential Decree under the Securities and Exchange
                        Act);

                  3.    Any person who shall become a major shareholder of the
                        Company by exercising his/her stock options.

         (3)      The shares to be issued upon exercise of the stock options
                  (in the case where the Company pays, in either cash or
                  shares, in calculating the difference between the exercise
                  price of stock options and the market price, refers to the
                  shares which are the basis for such calculation) shall be
                  common shares in registered form.

         (4)      The number of officers and employees of the Company who may
                  be granted stock options shall not exceed ninety (90) % of
                  the total number of officers and employees in office. Stock
                  options granted to one single officer or employee shall not
                  exceed ten (10) % of the total number of issued and
                  outstanding shares.

         (5)      The purchase price per share to be acquired by the exercise
                  of stock options shall not be less than any of the following
                  prices. In the case where the purchase price is adjusted
                  after the granting of stock options, the same shall apply.

                  1.    where shares are newly issued, the greater amount
                        between the following shall be the price:

                        A.    Market price of the shares which is appraised in
                              accordance with Article 84-9 (2), Item 1 of the
                              Presidential Decree under the Securities and
                              Exchange Act as of the date of the granting of
                              stock options; or

                        B.    Par value of the shares.

                  2.    In cases other than those in Sub-clause 1 above, the
                        market price of the shares which is appraised in
                        accordance with Sub-clause 1, Sub-item A above.

         (6)      The stock options may be exercised within five (5) years from
                  the date after two (2) years have elapsed from the date a
                  resolution to grant such stock options is adopted pursuant to
                  Clause (1) above.

         (7)      The holder of a stock option may exercise the stock option
                  after working not less than two (2) years from the date of
                  the resolution set forth in Clause (1) above. If the holder
                  of a stock option is deceased or retires or resigns from
                  office due to causes not attributable to him/her within two
                  (2) years from the date of the resolution set forth in Clause
                  (1) above, he/she may exercise the stock option during the
                  above periods.

         (8)      The provisions of Article 10-2 shall apply to the dividends
                  of the new shares issued under the exercise of stock options.

         (9)      The Company may cancel the issued stock options by a
                  resolution of the Board of Directors in any of the following
                  cases:

                  1.    When the relevant officer or employee of the Company
                        voluntarily retires from his/her office after being
                        granted stock options;

                  2.    When the relevant officer or employee of the Company
                        has caused the Company to incur substantial damages due
                        to his/her willful misconduct or gross negligence;

                  3.    When the stock options may not be exercised due to the
                        Company's bankruptcy or dissolution; or

                  4.    When any causes for cancellation set forth in the stock
                        option agreement occurs.

Article 10-4.  Public Offering (Deleted)

Article 11.    Transfer Agent

         (1)      The Company shall appoint a transfer agent for the alteration
                  of entries in the shareholders registry.

         (2)      The transfer agent, the office of transfer and the scope of
                  the transfer agent's services are to be determined by the
                  Board of Directors of the Company and to be publicly
                  disclosed.

         (3)      The Company shall keep the shareholders registry or a
                  duplicate thereof at the office of the transfer agent for
                  inspection and have the transfer agent handle the recordation
                  of transfers, the registration and cancellation of a pledge,
                  the recordation and cancellation of entrusted property, the
                  issuance of share certificates, the receipt of reports filed
                  and other administrative activities related to the shares.

         (4)      The procedures for handling transfer operations of Clause (3)
                  above shall be in accordance with the applicable regulations
                  for transfer agents of securities.

Article 12.   Shareholder's Name, Address and Report of Seals and Signatures

         (1)      All shareholders and registered pledgees shall report their
                  names, addresses, seals and signatures to the transfer agent
                  mentioned in Article 11.

         (2)      Any shareholder or registered pledgee who resides overseas
                  shall report to the transfer agent a designated
                  representative and the location in the Republic of Korea
                  where notifications can be received.

         (3)      All shareholders and registered pledgees shall report to the
                  transfer agent any changes in regard to Clause (1) and (2)
                  above.

Article 13.  Closing of Shareholders Registry and the Record Date

         (1)      Entries of alterations in the shareholders registry shall be
                  suspended from January 1 to January 31 of each year.

         (2)      The Company shall allow the shareholders who are entered into
                  the registry of shareholders by December 31 of each year, to
                  exercise their rights thereof at the ordinary general meeting
                  of shareholders.

         (3)      The Company may, by a resolution of the Board of Directors,
                  set the record date or close the registry of shareholders for
                  a certain period not exceeding three (3) months by giving at
                  least two (2) weeks' prior public notice; provided, that if
                  the Board of Directors deems it necessary, the Company may
                  close the registry of shareholders and set the record date at
                  the same time.


                               CHAPTER III. BOND

Article 14.  Issuance of Convertible Bonds

         (1)      In any of the following cases, the Company may issue
                  convertible bonds to persons other than shareholders by a
                  resolution of the Board of Directors to the extent that the
                  aggregate face value amount of the convertible bonds shall
                  not exceed 200,000,000,000 Won.

                  1.    where the Company issues convertible bonds by a general
                        public offering;

                  2.    where the Company issues convertible bonds for the
                        purpose of soliciting foreign investment if it is
                        necessary for management of the company in accordance
                        with the Foreign Investment Promotion Act;

                  3.    where the Company issues convertible bonds to a company
                        in a business alliance with the Company for the purpose
                        of introducing new technology;

                  4.    where the Company issues convertible bonds to a
                        domestic financial institution to urgently furnish
                        funds; or

                  5.    where the Company issues convertible bonds in foreign
                        countries in accordance with Article 192 of the
                        Securities and Exchange Act.

         (2)      Convertible bonds mentioned in Clause (1) above may be issued
                  with partial conversion rights.

         (3)      The shares to be issued upon conversion shall be common
                  shares and the conversion price shall not be less than the
                  par value of the share as determined by the Board of
                  Directors at the time of issuance of the relevant convertible
                  bonds.

         (4)      The period in which conversion may be made shall be from the
                  day following the date of issuance of the convertible bonds
                  to the day immediately before the date of maturity; provided,
                  that the period can be adjusted by decision of the Board of
                  Directors during the aforesaid period.

         (5)      As for the interest on bonds or dividend on the shares to be
                  issued due to conversion, Article 10 (2) shall apply, mutatis
                  mutandis.

Article 15.  Issuance of Bonds with Warrants

         (1)      In any of the following cases, the Company may issue bonds
                  with warrants to persons other than shareholders by a
                  resolution of the Board of Directors to the extent that the
                  aggregate face value amount of the bonds with warrants shall
                  not exceed 200,000,000,000 Won.

                  1.    where the Company issues bonds with warrants by a
                        general public offering;

                  2.    where the Company issues bonds with warrants for the
                        purpose of soliciting foreign investment if it is
                        necessary for management of the company in accordance
                        with the Foreign Investment Promotion Act;

                  3.    where the Company issues bonds with warrants to a
                        company in a business alliance with the Company for the
                        purpose of introducing new technology;

                  4.    where the Company issues bonds with warrants to a
                        domestic financial institution to urgently furnish
                        funds; or

                  5.    where the Company issues bonds with warrants in foreign
                        countries in accordance with Article 192 of the
                        Securities and Exchange Act.

         (2)      The amount of new shares for which the holders of bonds with
                  warrants can subscribe shall be determined by the Board of
                  Directors; provided, that the maximum amount of new shares to
                  be subscribed by the holders of bonds with warrants shall not
                  exceed the aggregate par value of bonds with warrants.

         (3)      The shares to be issued upon exercise of warrants shall be
                  common shares and the issue price shall not be less than the
                  par value of the shares as determined by the Board of
                  Directors at the time of issuance of the relevant bonds with
                  warrants.

         (4)      The period in which a bond holder may exercise his/her
                  warrant shall be from the day following the date of issuance
                  of bonds with warrants to the day immediately before the date
                  of maturity; provided, that the period can be adjusted by
                  decision of the Board of Directors within the aforesaid
                  period.

         (5)      As for the dividend on the shares to be issued due to
                  conversion, Article 10-2 shall apply, mutatis mutandis.

Article 16.  Rules Governing the Issuance of Bonds.

         Articles 11 and 12 shall apply, matatis mutandis in the case of the
         issuance of bonds.

                  CHAPTER IV. GENERAL MEETING OF SHAREHOLDERS

Article 17.  Convening of Meeting and Notice

         (1)      General meeting of the shareholders of the Company shall be
                  of two types: Ordinary and Extraordinary.

         (2)      Ordinary general meetings of shareholders shall be convened
                  within three (3) months after the close of each fiscal year
                  and extraordinary general meeting of shareholders shall be
                  convened when necessary.

Article 18.  Person Authorized to Convene Meeting

         (1)      Except for provisions provided for in other laws and
                  regulations, the general meeting of shareholders shall be
                  convened by the representative director of the Company in
                  accordance with a resolution of the Board of Directors.

         (2)      If the representative director is unable to perform his/her
                  duty, Article 34 (2) shall apply, mutatis mutandis.

Article 19.  Notice and Public Notice of Convening of General Meeting

         (1)      When convening a general meeting of shareholders, a written
                  notice or e-mail thereof setting forth the time, date, place
                  and agenda of the meeting shall be sent to each shareholder
                  at least two (2) weeks prior to the date of such meeting.

         (2)      In lieu of written notice or e-mail of convening general
                  meeting of shareholders, for shareholders holding not more
                  than one (1) % of the total number of shares with voting
                  rights issued and outstanding, public notice may be made
                  which shall include the time, place and agenda of the
                  meeting, given at least twice in "The Korea Economic Daily"
                  and "Maeil Business Newspaper" published in Seoul, two (2)
                  weeks prior to the meeting.

Article 20.  Place of Meeting

          The general meeting of shareholders shall be convened at the head
          office or, if necessary, a place nearby.

Article 21.  Presiding Officer

         (1)      The representative director shall preside over all general
                  meetings of shareholders.

         (2)      In case the representative director is unable to perform
                  his/her duties, Article 34 (2) shall apply, mutatis mutandis.

Article 22.   Maintenance of Order by the Presiding Officer

         (1)      The presiding officer of a general meeting of shareholders
                  may order persons, who intentionally disturb or distract the
                  proceedings of the meetings to desist or leave the place of
                  the meeting.

         (2)      The presiding officer of a general meeting of shareholders
                  may restrict the time and number of speeches of a shareholder
                  as deemed necessary for the purpose of harmonious progress in
                  the proceeding of the meeting.

Articles 23.   Voting Right

          Each shareholder shall have one (1) vote for each share owned.

Articles 24.  Limited Voting Rights

         If the Company, its parent company or subsidiary owns not less than
         ten (10) % of the outstanding shares of another company, then the
         Company's shares held by such other company shall not have voting
         rights.

Articles 25.   Exercise of Vote in Disunity

         (1)      In the event that a shareholder who has two (2) or more votes
                  desires to exercise them in disunity, such a shareholder
                  shall give written notice to the Company containing the
                  intention of so doing and the reasons therefor three (3) days
                  prior to the meeting of shareholders.

         (2)      The Company may reject such exercise of vote in disunity by a
                  shareholder unless the shareholder acquires the shares in
                  trust or otherwise holds the shares for and on behalf of
                  another person.

Articles 26.   Voting by Proxy

         (1)      A shareholder may exercise his/her vote by proxy.

         (2)      The proxy in the above clause shall present a power of
                  attorney prior to the opening of the general meeting of
                  shareholder.

Article 27.   Method of Resolution

         Except as otherwise provided by law, all resolutions of general
         meetings of shareholders shall be adopted by the affirmative vote of
         the majority of shareholders present at the meeting; provided,
         however, that the number of such votes shall be one fourth (1/4) or
         more of the issued and outstanding shares of the Company.

Article 27-2.  Exercise of Vote in Writing (Deleted)

Article 28.    Minutes of General Meeting

         The proceedings and conclusions of each general meeting of
         shareholders shall be recorded in minutes on which the names and seals
         of the presiding officer and the directors present at the meeting
         shall be affixed, and shall be kept at the head office and branch
         offices of the Company.



                    CHAPTER V. DIRECTORS, BOARD OF DIRECTORS

Article 29.   Number of Directors

         The Company shall have at least three (3) but not more than seven (7)
         directors and not less than twenty five (25) % of the directors shall
         be outside directors.

Article 30.   Election of Directors

         (1)      Directors shall be elected at and by the general meeting of
                  shareholders.

         (2)      The election of directors shall be adopted by the affirmative
                  votes of the majority of the shareholders present at the
                  general meeting of shareholders; provided, however, that the
                  number of such votes shall be one-fourth (1/4) or more of the
                  issued and outstanding shares of the Company.

         (3)      Even in the case where two or more directors are elected,
                  cumulative voting as provided in Article 382-2 of the
                  Commercial Act shall not apply.

         (4)      The directors shall be divided into standing and
                  non-standing. Of the non-standing directors, at least two
                  shall be outside directors; provided, however, a person
                  falling under the following may not be an outside director:

                  1.    One who is an officer or employee of the Company or its
                        subsidiary.

                  2.    One who due to his/her position in relation to the
                        Company shall be prevented from exercising independent
                        judgment in carrying out the duties of a director.

Article 31.  Term of Office

         The term of office of the director shall be three (3) years;
         provided, that the term of office of the directors shall be extended
         up to the close of the ordinary general meeting of shareholders
         convened in respect of the last fiscal year of such term of office,
         in case his/her term of office shall terminate prior to the ordinary
         general meeting of shareholders.


Article 32.   Vacancy in the Office of Directors

                  (1)   Any vacancy in the office of the director shall be
                        filled by a resolution of a general meeting of
                        shareholders. However, if the number of directors
                        required is met in accordance with Article 29 hereof
                        and there is no difficulty in the administration of
                        business, the vacancy may be left unfilled.

                  (2)   In the event an outside director resigns, passes
                        away or is otherwise terminated for cause, and
                        the number of outside directors required is not
                        met in accordance with Article 29 hereof, the
                        Company shall fill such vacancy in the office of
                        outside director at the next general meeting of
                        shareholders.

Article 33.  Election of the Representative Director and etc.

         A representative director, vice president, senior managing director
         and managing director may be elected by a resolution of the Board of
         Directors.

Article 34.  Duties of Directors

         (1)      The representative director shall represent the Company and
                  shall oversee all affairs of the Company.

         (2)      The vice president, senior managing director, managing
                  director and director shall assist the representative
                  director and shall perform their respective duties determined
                  by the Board of Directors. In the event that the
                  representative director is unable to perform his/her duties,
                  the next person in the line of order as mentioned above shall
                  act as the representative director.

Article 34-2.  Director's Obligation to Report

         (1)      Each director shall report to the Board of Directors of
                  his/her execution of duties at least once every three (3)
                  months.

         (2)      If a director is or becomes aware of any facts that is likely
                  to be a material detriment to the Company, he/she shall
                  immediately report it to the audit committee.

Article 35.  Duties of Auditors (Deleted)

Article 36.  Auditor's Report (Deleted)

Article 37.  Board of Directors

         (1)      The Board of Directors shall consist of directors and shall
                  resolve all important matters relating to the Company.

         (2)      The meeting of the Board of Directors shall be convened by
                  the representative director or by other director(s) appointed
                  by the resolution of the Board of Directors, who shall give
                  notice to each director at least two (2) days prior thereto;
                  provided, that such notice may be omitted with the consent of
                  all directors.

         (3)      The chairman of the Board of Directors shall be the one
                  authorized to convene meetings of the Board of Directors
                  pursuant to Article 37 (2) hereof.

Article 37-2. Audit Committee (Deleted)

Article 38.   Resolution of the Board of Directors

         (1)      The presence of the majority of all directors shall
                  constitute a quorum for a meeting of the Board of Directors
                  and the resolutions of the Board of Directors shall be
                  adopted by the affirmative vote of at least a majority of the
                  Directors present at the meeting.

         (2)      The Board of Directors may allow all or part of the directors
                  in office to exercise his/her and/or their voting right by
                  telecommunication means through which they may transmit and
                  receive visual images and voices at the same time without
                  attending a meeting of the Board of Directors in person. In
                  such case, the concerned director(s) shall be deemed as
                  having attended the meeting of the Board of Directors in
                  person.

         (3)      A director having special interest with respect to a
                  resolution shall not exercise his/her voting right.

Article 39.  Minutes of the Board of Directors' Meeting

         (1)      The substance of the proceedings of the Board of Directors
                  shall be recorded in the minutes.

         (2)      The minutes of the Board of Directors' meeting shall include
                  the agenda for the meeting, the progress of resolutions, the
                  actual resolution, dissenting opinions and reasons therefore,
                  on which the names and seals of all directors present at the
                  meeting shall be affixed.

Article 39-2.  Committees

         (1)      The Company shall have committees within the Board of
                  Directors as follows:

                  1.    a management committee;

                  2.    a remuneration committee;

                  3.    an audit committee; and

                  4.    an outside director candidate recommendation committee

         (2)      The composition, authority, operation and other details
                  pertaining to each committee shall be determined by a
                  resolution of the Board of Directors.

         (3)      The provisions of Articles 37, 38 and 39 herein shall apply
                  to the committees.

Article 40.   Remuneration and Severance Allowance of Directors

         (1)      The remuneration for directors shall be determined by
                  resolutions of the general meetings of shareholders.

         (2)      Severance allowances for directors shall be paid in
                  accordance with the Officer's Severance Pay Regulations of
                  the Company adopted by resolution of a general meeting of
                  shareholders.

Article 41.  Counselor and Advisor

         The Company may retain counselor(s) or advisor(s) by resolution of
         the Board of Directors.

                          CHAPTER VI. AUDIT COMMITTEE

Article 41-2.  Composition of the Audit Committee

         (1)      The Company shall in lieu of a statutory auditory have an
                  audit committee as set forth in Article 39-2 above.

         (2)      The audit committee shall be comprised of at least three (3)
                  directors.

         (3)      At least two-third (2/3) of the members of the audit
                  committee shall be outside directors, and those members that
                  are not outside directors shall fulfill requirements of
                  Article 54-6 (3) of the Securities and Exchange Act.

         (4)      The largest shareholder or a specially related person who
                  holds more than three (3) % of the total number of voting
                  shares (including shares beneficially owned and shares for
                  which the voting rights are assigned to them) issued by the
                  Company shall not be permitted to exercise the voting rights
                  of the shares in excess thereof to elect or dismiss an audit
                  committee member who is not an outside director.

         (5)      The audit committee shall by its resolution appoint a
                  chairman who shall represent the audit committee. The
                  chairman shall be an outside director.

Article 41-3.  Duties of the Audit Committee

         (1)      The audit committee shall examine the accounts and business
                  of the Company.

         (2)      The audit committee may require the Board of Directors to
                  convene an extraordinary general meeting of shareholders by
                  submitting a document which states the agenda of and reasons
                  for convening such meeting.

         (3)      The audit committee may request the Company's subsidiary to
                  report the details of its operations, if deemed necessary for
                  the performance of its duties. In such case, if the
                  subsidiary fails to immediately report the details or if the
                  Company deems it necessary to confirm the details, the
                  auditors may investigate the subsidiary's business operation
                  and financial status.

         (4)      The audit committee shall be authorized to approve the
                  appointment of independent auditors.

         (5)      The audit committee shall take care of matters other than
                  those set forth in Clauses (1) through (4) above as
                  designated by the Board of Directors.

Article 41-4. Audit Report

         The audit committee shall maintain a record of its audit activities
         in an audit report. The audit report shall contain the audit
         procedures performed and results of the audit, and the name and seal
         or signature of the audit committee member(s) who have performed
         such audit shall be affixed to the audit report.

                            CHAPTER VII. ACCOUNTING

Article 42.  Fiscal Year

           The fiscal year of the Company shall be from January 1 to December
           31 of each year.

Article 43.  Preparation of Financial Statements, Etc.

         (1)      The representative director shall prepare for the following
                  documents, supplementary schedules and business report and
                  have them audited by the audit committee at least six (6)
                  weeks before each ordinary general meeting of shareholders.
                  The following documents, supplementary schedules and business
                  report shall be submitted to the ordinary general meeting of
                  shareholders.

                  1.    Balance sheet;

                  2.    Income statement; and

                  3.    Statements of appropriation of retained earnings or
                        statements of disposition of deficit.

         (2)      The audit committee shall submit an audit report thereof to
                  the representative director three (3) weeks prior to the
                  ordinary general meeting of shareholders.

         (3)      The representative director shall keep the documents
                  described in Clause (1) above, its supplementary schedules,
                  business report and audit report for five (5) years from the
                  date which is two (2) weeks prior to the ordinary general
                  meeting of shareholders at the head office; keep the copies
                  of those documents listed hereof for three (3) years at
                  branch offices of the Company; and deliver the documents
                  described in Clause (1) above and business report to the
                  shareholders at least two(2) weeks prior to the ordinary
                  general meeting of shareholders; provided, however, delivery
                  may be omitted to shareholders who hold not more than 1% of
                  the total number of issued and outstanding voting stock.

         (4)      The representative director shall, without delay, give public
                  notice of the balance sheet and audit report of the
                  independent auditor as soon as the documents described in the
                  Clause (1) above are approved by the general meeting of
                  shareholders.

Article 43-2.  Appointment of Independent Auditors

         With respect to the appointment of independent auditors, the Company
shall appoint independent auditors pursuant to the provisions of the Act on
External Auditors of Stock Companies by obtaining approval of the audit
committee and shall report the appointment of independent auditors at the first
ordinary general meeting of shareholders held thereafter.

Article 44.    Appropriation of Profits

         The profits as at the end of each fiscal year of the Company shall
be appropriated as follows:

         1.       Legal reserves;

         2.       Other statutory reserves;

         3.       Dividends;

         4.       Voluntary reserve; and

         5.       Other retained earnings to be appropriated.

Article 45.    Payment of Dividends

         (1)      Dividends may be paid in either cash or shares.

         (2)      In the case where the dividends are distributed in shares, if
                  the Company issues several types of shares, such distribution
                  may be made through shares of different types by a resolution
                  of a general meeting of shareholders.

         (3)      Dividends mentioned in Clause (1) above shall be paid to the
                  shareholders or pledgees registered in the shareholders
                  registry of the Company as of the last day of each fiscal
                  year.

Article 46.    Right to Request the Payment of Dividends

         (1)      The right to request the payment of dividends shall be
                  effective for five (5) years and if the right is not
                  exercised within such period, the right shall become void.

         (2)      Dividends shall be returned to the Company if the payment of
                  dividends is not requested for during the period set forth in
                  clause (1) above.


                                    ADDENDUM

These Articles of Incorporation shall become effective as of March 21, 1996.

         1.       (Effective Date) These Articles of Incorporation shall become
                  effective as of March 21, 1996; provided, however, that the
                  amended portions of Article 12, Article 27, Article 28,
                  Article 30, Article 31, Article 34-2, Article 35, Article 36,
                  Article 39, and Article 45 shall become effective as of
                  October 1, 1996. The amended portion of Article 10-2 shall
                  become effective in the fiscal year which first commences
                  after the date of amendment of these Articles of
                  Incorporation.

         2.       (Application regarding the issuance of convertible bonds and
                  issuance of bonds with warrants) The amended portion of
                  Article 14 and Article 15 shall apply to the bonds issued
                  after the effective date of these Articles of Incorporation.


                                    ADDENDUM

         1.       (Effective Date) These Articles of Incorporation shall become
                  effective as of March 14, 1997.


                                    ADDENDUM

         1.       (Effective Date) These Articles of Incorporation shall become
                  effective as of December 16, 1997.

         2.       (Application regarding the issuance of convertible bonds and
                  issuance of bonds with warrants) The amended portion of
                  Article 14 and Article 15 shall apply to the bonds issued
                  after the effective date of these Articles of Incorporation.


                                    ADDENDUM

         1.       (Effective Date) These Articles of Incorporation shall become
                  effective as of February 28, 1998.


                                    ADDENDUM

         1.       (Effective Date) These Articles of Incorporation shall become
                  effective as of March 13, 1999; provided, however, that the
                  amended portion of Article 30 (3) shall become effective as
                  of June 29, 1999.


                                    ADDENDUM

         1.       (Effective Date) These Articles of Incorporation shall become
                  effective as of October 5, 1999.


                                    ADDENDUM

         1.       (Effective Date) These Articles of Incorporation shall become
                  effective as of March 25, 2000.


                                    ADDENDUM

         1.       (Effective Date) These Articles of Incorporation shall become
                  effective as of March 24, 2001.


                                    ADDENDUM

         1.       (Effective Date) These Articles of Incorporation shall become
                  effective as of March 22, 2002.


                                    ADDENDUM

         1.       (Effective Date) These Articles of Incorporation shall become
                  effective as of March 21, 2003.


                                    ADDENDUM

         1.       (Effective Date) These Articles of Incorporation shall become
                  effective as of March 19, 2004.