Bylaws of Director Stock Purchase Plan
  Article 1.
    
    The Director Stock Purchase Plan (the Plan) provides
opportunities for Directors of Internet Initiative Japan Inc.
(IIJ) and its 100% owned consolidated subsidiaries (the
Company) to purchase common shares of IIJ (the Shares) at
market value, every month, with a fixed amount of their own
money.
  Article 2.
    
    The objective of the Plan is to facilitate IIJ and the Company
Directors motivation for further growth in IIJs corporate
value in the mid- to long- term span.
  Article 3.
    
    Directors of IIJ and the Company are to fully understand and
comply with laws and related rules regarding insider trading
and etc.
 2
    
    Directors of IIJ and the Company are to fully understand the responsibility
for reporting the number of the Shares acquired through the Plan under Article 7,
Paragraph 4.
  Article 4.
    
    The membership shall be, in principal, limited to
Directors of IIJ and the Company (the Member). The
member must be able to constantly contribute funds monthly
deducted from their monthly compensation for the purchase
of the Shares.
 2
    
    After resigning as Director of IIJ and the Company, if he or she continues to
work as advisor, part-time worker or any other position for IIJ and the Company, he or
she is qualified as the Member of the Plan. However, he or she must be able to make
monthly contributions continuously.
  Article 5.
    
    The Plan will become effective in November 2007 (after the
announcement of the FY2007 interim period financial results)
and the Member starts their first contributions from December
2007, at the timing where the Member does not hold any insider
information.
 2
    
    Directors of IIJ and the Company are allowed to become the Members of the
Plan, suspend its membership, change its contribution or sell its Shares acquired
through the Plan, in principal, once every year in May (after the announcement of the
full fiscal year financial results) at the timing where the Member does not hold any
insider information.
  Article 6.
    
    Monthly contribution for each Member shall be set at JPY 30,000, JPY 50,000, JPY 100,000 or JPY 200,000 or more,
but under JPY 1,000,000.
 2
    
    Frequent suspension or change of contributions in the short term, in principal, is not allowed.
  Article 7.
    
    The purchase of Shares under the Plan is entrusted to Nomura Securities Co., Ltd. (the Nomura Securities).
 2
    
    Nomura Securities shall open a joint account (the Account) for the Plan,
and shall purchase the Shares at market price on the second business day of each month
with the aggregated amount of monthly contributions provided by the Member in the
previous month (the Funds) under its name. If the part of the Funds is less than the
purchase price of the unit of the shares, Nomura Securities will contribute necessary
amount for purchasing.3
    
    Nomura Securities shall hold the voting right of the Shares in the Account.
The newly acquired shares by stock split or dividends entitled to the Shares in the
Account will be distributed to the Members according to their ownership ratio of the
Shares in the Account. Dividends for the Shares in the Account will be automatically
contributed to the Funds for reinvestment.4
    
    If the aggregated amount of shares purchased for each Member, exceeds more
than a unit, those shares in units will be allocated to the each Members private
account from the Account.
  Article 8.
    
    The Shares and its rights related to the Shares in the Account under the Plan may not be assigned nor
established nor mortgaged.
  Article 9.
    
    The administrative work regarding the Plan will be conducted by the Financial Division of IIJ.
  Article 10.
    
    The member must open a private account for the Plan at Nomura Securities exclusively.
 2
    
    The member must pay yearly fees, administrative fee for the Account and their
private account fee for the Plan, by themselves, which cost them JPY 1,500 (as of
September 2007) respectively.