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                                                                     Exhibit 1.4



                    RULES OF THE BOARD OF CORPORATE AUDITORS


     Established on June 29 , 1994
     Amended on April 1,2002

ARTICLE 1. (PURPOSE)

     Unless otherwise provided by the laws and regulations or the Articles of
Incorporation, the matters concerning the Board of Corporate Auditors shall be
governed by these Regulations.

ARTICLE 2. (COMPOSITION)

     The Board of Corporate Auditors shall be composed of all the Corporate
Auditors.

ARTICLE 3. (PURPOSE OF THE BOARD OF CORPORATE AUDITORS)

     The Board of Corporate Auditors shall receive a report concerning important
matters, deliberate or make resolutions. Provided, however, that foregoing does
not prevent the execution of powers of each Corporate Auditor.

ARTICLE 4. (MEETINGS TO BE HELD)

     The meeting of the Board of Corporate Auditors shall be held once every
month as a general rule, and an extraordinary meeting may be held from time to
time whenever necessary.

ARTICLE 5. (PERSON ENTITLED TO CONVENE MEETINGS AND CHAIRMAN)

     1. The Board of Corporate Auditors may appoint a person to convene meetings
of the Board of Corporate Auditors. Provided, however, that the foregoing does
not prevent convention by any other Corporate Auditor.

     2. The chairman to conduct the meetings of the Board of Corporate Auditors
shall be such person who convenes the meeting as prescribed in the preceding
paragraph.

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ARTICLE 6. (PROCEDURES FOR CONVOCATION)

     1. In order for a meeting of the Board of Corporate Auditors to be
convened, notice thereof shall be dispatched to each Corporate Auditor at least
three (3) days prior to the date of the meeting. Provided, however, that such
period may be shortened if so required in urgent cases.

     2. If the unanimous consent of all Corporate Auditors is obtained, a
meeting of the Board of Corporate Auditors may be held without the procedures
for convening meetings.

ARTICLE 7. (METHOD OF RESOLUTION)

     1. Resolutions of a meeting of the Board of Corporate Auditors shall be
adopted by a majority vote of all Corporate Auditors, except a resolution of
discharge of Independent Auditors pursuant to paragraph 2 of Article 13 and the
consent of the Board of Corporate Auditors pursuant to paragraph 1 of Article
14.

     2. Any materials to determine matters shall be well disclosed for
resolutions of a meeting of the Board of Corporate Auditors.

ARTICLE 8. (RESOLUTION OF AUDITING PRINCIPLES AND OTHERS)

     1. Auditing plans shall be determined by resolution of the Board of
Corporate Auditors after deliberation and shall be reported to the Board of
Directors.

     2. In addition to the matters set out in the preceding paragraph, the Board
of Corporate Auditors may resolve any matters deemed to be necessary to perform
the duties of the Corporate Auditors such as auditing principles, audit
procedures, sharing of auditing.

ARTICLE 9. (REPORTS TO THE BOARD OF CORPORATE AUDITORS BY CORPORATE AUDITOR)

     1. The Corporate Auditor shall report the state of their execution of
duties from time to time to the Board of Corporate Auditors and shall report
when required by the Board of Corporate Auditors.

     2. Any Corporate Auditor who has been reported to by the Independent
Auditors, the Directors, the Executive Officers, the employees, subsidiaries or
affiliated companies shall report thereof to the Board of Corporate Auditors.

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ARTICLE 10. (REPORTS FROM INDEPENDENT AUDITORS OR DIRECTORS, ETC.)

     The Corporate Auditors may be reported to by Independent Auditors,
Directors, Executive Officers, employees, subsidiaries or affiliated companies
at the meeting of the Board of Corporate Auditors, when necessary.

ARTICLE 11. (MEASURES TO BE HELD FOR SPECIAL REPORTS)

     1. The Board of Corporate Auditors shall deliberate on the necessity of
investigation in the case that any report was made by any of the Directors to
the effect that material damage to the Company was found.

     2. The measures set out in the preceding paragraph shall also be taken in
the case that any report was made by any of the Independent Auditors to the
effect that any misconduct by a Director with respect to his business or any
other material facts which contravene the provisions of laws, regulations and
the Articles of Incorporation of the Company was found.

ARTICLE 12. (PREPARATION OF AUDIT REPORTS)

     1. The Board of Corporate Auditors shall receive the financial statements
and other documents from the Representative Directors or the Managing Officers
and the audit reports of the Independent Auditors and other related documents
from the Independent Auditors. It may be determined that the person who receives
such documents shall be a full-time Corporate Auditor.

     2. The Board of Corporate Auditors shall prepare the audit report of the
Corporate Auditors after hearing reports from each Corporate Auditor on the
matters to be described on such report after deliberation.

     3. In the case that there is any differing opinion of any Corporate
Auditor, such opinion shall be indicated in the audit report of the Corporate
Auditors.

     4. Each Corporate Auditor shall sign and affix his/her seal on the audit
report of the Corporate Auditors. Any full-time Corporate Auditor shall indicate
such title thereon.

     5. The audit report of the Corporate Auditors shall be submitted to the
President.

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ARTICLE 13. (RESOLUTION ON APPOINTMENT, NON-REAPPOINTMENT AND DISCHARGE OF
            INDEPENDENT AUDITORS)

     1. The following matters relating to appointment, non-reappointment and
discharge of the Independent Auditors shall be determined by resolution of the
Board of Corporate Auditors:

     1)   to consent to the matters for resolution to be submitted to a general
          meeting of shareholders concerning appointment, non-reappointment or
          discharge of the Independent Auditors;

     2)   to request that matters concerning appointment, non-reappointment or
          discharge of the Independent Auditors be matters for resolution to be
          submitted to a general meeting of shareholders;

     3)   to request the matters for resolution to be submitted to a general
          meeting of the shareholders at which the appointment of Independent
          Auditors is to be resolved; and

     4)   to appoint any person to temporarily assume the duty of the
          Independent Auditors in case of a lack of such Independent Auditors.

     2. In the case that the Board of Corporate Auditors determines to discharge
the Independent Auditors pursuant to any provisions of laws and regulations, a
unanimous resolution of the Board of the Corporate Auditors shall be required.
In such case, a Corporate Auditor appointed by the Board of Corporate Auditors
shall report on and explain the reason for such discharge at the first general
meeting of shareholders to be held after such discharge.

ARTICLE 14. (UNANIMOUS RESOLUTION OF BOARD OF CORPORATE AUDITORS AND RESOLUTION
            CONCERNING APPOINTMENT OF CORPORATE AUDITORS)

     1. The consent of Board of Corporate Auditors to the following matters
shall be resolved unanimously:

     1)   exculpation of any Directors to be submitted to the general meeting of
          shareholders

     2)   amendment to the Articles of Incorporation in order to make it
          possible to exculpate any Directors by a resolution of the Board of
          Dorectors.

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     3)   exculpation of any Directors to be submitted to a meeting of the Board
          of Directors pursuant to the provisions of the Articles of
          Incorporation

     4)   to intervene in order to assist any Directors

     2. The following matters relating to appointment of the Corporate Auditors
shall be determined by resolution of the Board of Corporate Auditors:

     1)   to consent to the matters to be submitted for resolution to a general
          meeting of shareholders concerning appointment of the Corporate
          Auditors;

     2)   to request that matters concerning appointment of the Corporate
          Auditors be matters to be submitted for resolution to a general
          meeting of shareholders

     3)   to request matters to be submitted for resolution to a general meeting
          of the shareholders at which the appointment of the Corporate Auditors
          is to be resolved

ARTICLE 15. (DELIBERATION ON EXECUTION OF DUTY OF CORPORATE AUDITORS)

     The Corporate Auditors may deliberate at the meeting of the Board of
Corporate Auditors before their exercise of rights and execution of duties with
respect to the following matters:

     1)   any explanation in the case that any question in writing was made to
          the Corporate Auditors by any shareholder prior to the general meeting
          of the shareholders;

     2)   any report to the Board of Directors and request of convocation of a
          meeting of the Board of Directors and any matters related thereto;

     3)   any report of their opinion with respect to the matters for resolution
          or other materials to be submitted to the general meeting of
          shareholders;

     4)   any request for injunction against an act of the Directors;

     5)   any statement at a general meeting of the shareholders with respect to
          the appointment, discharge, resign and remuneration of the Corporate
          Auditors;

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     6)   any matter concerning lawsuits between the Company and a Director; and

     7)   any other matters including filing of lawsuits.

ARTICLE 16. (DELIBERATION ON MUTUAL ELECTION OF FULL-TIME CORPORATE AUDITORS AND
            REMUNERATION OF CORPORATE AUDITORS)

     Deliberation for mutual election of any full-time Corporate Auditor and for
remuneration of Corporate Auditors (including bonus for retirement) may be made
at a meeting of the Board of Corporate Auditors when all the Corporate Auditors
agree to hold such deliberation.

ARTICLE 17. (MINUTES)

     1. The substance and results of the proceedings of a meeting of the Board
of Corporate Auditors shall be stated or recorded in minutes, to which the
Corporate Auditors present shall affix their respective names and seals or
electronic signature.
The provisions for handling the minutes of the meeting of the Board of Directors
shall be applied, mutatis mutandis, to the handling of the minutes of the
meetings of the Board of Corporate Auditors.

     2. The Company shall keep the minutes set out in the preceding paragraph at
the head office of the Company for ten (10) years.

ARTICLE 18. (ADMINISTRATION OFFICE)

     The administration of the Board of Corporate Auditors including convocation
and preparing the minutes of a meeting of the Board of Corporate Auditors and
any other operational matters relating thereto shall be handled by the Corporate
Auditor Division.

ARTICLE 19. (AMENDMENTS AND ABOLISHMENT)

     Any amendment to or abolishment of these Regulations shall be made by the
Board of Corporate Auditors after deliberation with the relevant Representative
Directors.

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                       CERTIFICATE OF ENGLISH TRANSLATION


     Pursuant to Rule 306 of Regulation S-T, the undersigned hereby certifies
that the attached Rules of the Board of Corporate Auditors is a fair and
accurate English translation.



                                        Mitsui & Co., Ltd.



                                        /s/ Taro Murayama



                                        ------------------------------
                                        Name:  Taro Murayama
                                        Title: General Manager, Legal Division
                                        Date:  September 26, 2002