REGULATIONS OF THE BOARD OF DIRECTORS
 CHAPTER 1. GENERAL PROVISIONS
  Article 1.
    
    The object of these Regulations is to provide for regulations
in respect of the Board of Directors, and to manage its due and
smooth operations.
  Article 2.
    
    All matters relating to the Board of Directors of the Company,
expect those provided for in laws and regulations or in the
Articles of Incorporation, shall be governed by these
Regulations.
  Article 3.
    
    The Board of Directors shall be organized by all directors
 2
    
    Statutory auditors must attend meetings of the Board of Directors and
must give their opinions thereat when it is deemed necessary.
  Article 4.
    
    Meetings of the Board of Directors shall consist of ordinary meetings and extraordinary meetings.
 2
    
    Ordinary meetings shall be held once a month, and extraordinary meetings
shall be convened whenever necessary.
 CHAPTER 2. CONVOCATION
  Article 5.
    
    A meeting of the Board of Directors shall be convened by the
Director/President. In the event the Director/President is
prevented from so doing, another director shall convene the
meeting in the order previously determined by a resolution of
the Board of Directors.
 2
    
    Any director or statutory auditor may request the person entitled to
convene a meeting of the Board of Directors to convene such meeting by giving him a
document outlining therein the subjects and reasons for the meeting.
 3
    
    In the event that notifications of convening a meeting within a period of
two weeks are not dispatched within five days after the request for the meeting
referred to in the preceding paragraph was made, the director or the statutory
auditor who made such request may convene the meeting.
  Article 6.
    
    A notice of convening a meeting of the Board of Directors
shall be dispatched to each director and statutory auditor at
least three days prior to the date of the meeting; provided,
however, that the notice period may be shortened in the case
of emergency.
 2
    
    With the unanimous consent of all directors and all statutory auditors, a
meeting of the Board of Directors may be held without the procedure for convening a
meeting.
 CHAPTER 3. PROCEEDINGS
  Article 7.
    
    At meetings of the Board of Directors, the Director/President
of the Company shall act as chairman. In the event that the
Director/President is prevented from so doing, another director
shall act as chairman in the order previously determined by a
resolution of the Board of Directors.
  Article 8.
    
    A resolution by the Board of Directors shall be made by a
majority vote of the directors present at the meeting of the
Board of Directors at which a majority of the directors shall
be present.
 2
    
    Any director who has any special interest with respect to the resolution
of the Board of Directors in the preceding Paragraph may not exercise his voting
rights (in the matter). In this case, such director shall not be counted in the
number of directors present set forth in the preceding Paragraph.
  Article 9.
    
    The matters as enumerated below shall require approval of the Board of Directors:
 (1)
    
    Matters relating to business management;
 a)
    
    Decisions and changes of medium/long term plans and short
term plans;b)
    
    Assignments and acquisitions of business;




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c)
    
    Establishments, mergers or dissolutions of subsidiaries or
affiliate companies;d)
    
    Important capital/business cooperations or cancellations
thereof;e)
    
    Decisions of plans of advances to new businessf)
    
    Decisions of fundamental policy of internal control ;
 (2)
    
    Matters relating to shareholders meetings;
 a)
    
    Convocation of shareholders meetings and decisions of items
on the agenda of shareholders meetings;b)
    
    Approvals of financial reports(including balance sheets,
statements of income, statements of shareholders equity) and business
reports, and attached schedules thereto;c)
    
    Decisions on matters authorized by resolutions of
shareholders meetings;
 (3)
    
    Matters relating to directors, etc. ;
 a)
    
    Elections and dismissals of Representative Directors and
decisions of joint representatives;
 
    
    Approvals of competing business transactions by directors
and
    
    transactions between directors and the Company;
    
    Appointments and dismissals of directors with specific
titles;
    
    Determinations of orders among the directors and orders
relating to directors acting on behalf of other directors;
    
    Amendments to the Regulations of the Board of Directors;
    
    Other matters which are deemed necessary regarding
directors and statutory auditors;
 (4)
    
    Matters relating to shares;
 a)
    
    Issuances of new shares;d)
    
    Capitalizations of legal reserves and issuances of new shares
incidental to such capitalizations;e)
    
    Stock split and amendment to the Articles of Incorporation
according to such stock split;f)
    
    Issuances of bonds, stock acquisition rights and bonds with
stock acquisition rights;g)
    
    Acquisitions, cancellations and dispositions of own shares of
the Company;h)
    
    Amendments to the Share Handling Regulations;
 (5)
    
    Matters relating to personnel and organizations;
 a)
    
    Appointments and dismissals of important employees;b)
    
    Establishments, changes and abolitions of branch offices and
other important organizations;c)
    
    Amendments to the Work Rules;d)
    
    Amendments to the Salary Regulations;e)
    
    Establishments and amendments of regulations relating to
organizations, divisions of business and authorized powers in respect of
business;f)
    
    Establishments and amendments to regulations in respect of
other matters relating to personnel and organizations;g)
    
    Appointments and dismissals of the following Executive
Officers;
 
    
    CEO (i.e., Chief Executive Officer)
    
    CFO (i.e., Chief Financial Officer)
    
    CAO (i.e., Chief Accounting Officer)
    
    CTO (i.e., Chief Technology Officer)
    
    Other persons who assist the abovementioned Executive
Officers
 (6)
    
    Matters relating to accounting and finance;
 a)
    
    A large amount of borrowings, important contribution,
investment, lease, guaranty, establishment of security, and exemption of
debts;b)
    
    Establishments and amendments of Accounting Rules;
 (7)
    
    Other matters;
 a)
    
    Approvals of matters which are require prior board approval
under the Corporation Law;b)
    
    Establishments and amendments of important regulations; andc)
    
    Other matters which are recognized as necessary for operating
the business.
  Article 10.
    
    At meetings of the Board of Directors, Representative
Directors shall report the progress of business execution and
other matters which the Board of Directors deems necessary.
 2
    
    Any director who has performed a competing business transaction or any
business transaction with the Company shall make a report on any important facts
concerning such transaction to the Board of
Directors without delay.




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Article 11.
    
    The Board of Directors may permit any
persons other than directors/statutory
auditors attend a meeting, and listen to
their opinions as necessary.
  Article 12.
    
    The proceedings and the results of all
meetings of the Board of Directors shall
be stated or recorded in the Minutes, and
shall be signed and sealed or affixed
electronic signature by the directors and
the statutory auditors present at any such
meeting, and such minutes shall be
reserved.
 CHAPTER 4. MISCELLANEOUS
  Article 13.
    
    These Regulations shall be amended or abolished by resolutions of the Board of Directors.