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                                                                     EXHIBIT 1.1

                            ARTICLES OF INCORPORATION

                                                     Drawn up on October 2, 1995
                                 Attested by a notary public on October 12, 1995
                                                Incorporated on October 16, 1995
                                                   Amended on September 25, 1996
                                                        Amended on July 22, 1997
                                                        Amended on July 31, 1997
                                                    Amended on December 17, 1997
                                                   Amended on September 29, 1998
                                                       Amended on March 30, 1999
                                                         Amended on May 26, 1999
                                                    Amended on November 24, 1999
                                                         Amended on May 31, 2000
                                                    Amended on December 26, 2000
                                                    Amended on December 20, 2001


                               CRAYFISH CO., LTD.
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                          CHAPTER 1. GENERAL PROVISIONS

Article 1. (Trade Name)
         The name of the Company shall be KABUSHIKI KAISHA CRAYFISH and shall be
rendered in English as CRAYFISH CO., LTD.

Article2. (Term)
        The purpose of the Company shall be to engage in the following business:

(1)      Data gathering, analyzing, processing and providing by use of computer
         telecommunications networks and the Internet;

(2)      Research and development related to data processing, and development,
         production, sale and technical guidance of and consulting service for
         software and hardware;

(3)      Development, manufacture, sale and technical guidance of and consulting
         service for computers and their peripheral equipment;

(4)      Analyzing and designing of computer systems;

(5)      Training for computer operating staff;

(6)      Advertising-related business, and planning for and operation of
         promotional gatherings and events;

(7)      Planning for and production of commercial and industrial designs;

(8)      Photographing;

(9)      Publishing, production and sale of books and magazines;

(10)     Mail order sales;

(11)     Provision of goods information on consignment from mail order dealers,
         acceptance of orders and delivery of goods;

(12)     Electric and telecommunications works;

(13)     Contracting for maintenance for electric and telecommunications
         facilities;

(14)     Manufacture of, maintenance for, purchase, sale, rental, lease, import
         and export of systems and software for electric and telecommunications
         equipment and telecommunications;

(15)     Planning, development, maintenance, consulting, education for and sale
         of telecommunications network systems;
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(16)     Contracting for surveys and researches of telecommunications, computers
         and the Internet;

(17)     Agency and mediation service concerning subscription for
         telecommunication service and broadcasting service;

(18)     Planning and designing for data communications systems, and
         introduction of and guidance for operational management thereof and
         agent business therefor;

(19)     Sale, lease, installation and maintenance of office automation
         equipment, annexed equipment, annexed material, office equipment and
         office-use products;

(20)     Market research and marketing research services;

(21)     Consulting service concerning general management; and

(22)     Any and all businesses incidental to each of the preceding times.

Article 3. (Location of Head Office)
         The Company shall have its head office in Toshima-ku, Tokyo.

Article 4. (Method of Public Notice)
         Public notices of the Company shall be given in the Nihon Keizai
Shimbun.


                     CHAPTER 2. SHARES AND FRACTIONAL SHARES

Article 5. (Total Number of Shares to be Issued)
         The total number of shares authorized to be issued by the Company shall
be forty thousand and nine hundred ninety six (40,996) shares.

Article 6. (Fraction less than One Share)
         The Company shall not enter a fraction less then one share in its
register of fractional shares.

Article 7. (Special Exception to Subscription Right)
         The Company may grant to its Directors or employees the subscription
right for shares as provided for in Article 280-19, Paragraph 1 of the
Commercial Code.

Article 8. (Share Handling Regulations)
         The denomination of share certificates to be issued by the Company,
registration of
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transfers of shares, acceptance of substantial shareholder's
notice and any other procedures and fees for shares shall be governed by the
Share Handling Regulations established by the Board of Directors.

Article 9. (Transfer Agent)
1.       The Company shall have a transfer agent for its shares.
2.       The transfer agent and its place of business shall be designated by
resolution of the Board of Directors.
 3.      The shareholders' register of the Company (including substantial
shareholders' register; the same shall apply hereinafter) shall be kept at the
place of business of the transfer agent, and any clerical matters for shares,
acceptance of substantial shareholder's notice, registration of pledges,
recordation of trust assets, delivery of share certificates and acceptance of
notifications and requests for purchase of fractional shares, shall be handled
by the transfer agent and not directly by the Company.

Article 10. (Record Date)
1.       The Company shall define that those shareholders (including substantial
shareholders' register; the same shall apply hereinafter) whose names have been
entered in the last shareholders' register as at the closing of accounts of each
year are the shareholders entitled to exercise their rights at the ordinary
general meeting of shareholders held with respect to the closing of accounts for
the year.
2.       In addition to the preceding paragraph, the Company may temporarily fix
a record date by giving prior public notice if so required to determine those
entitled to exercise their rights as shareholders or registered pledgees.


                   CHAPTER 3. GENERAL MEETING OF SHAREHOLDERS

Article 11. (Time of Convocation)
         An ordinary general meeting of shareholders of the Company shall be
convened within three months from the day next following the date of the closing
of accounts of each year and an extraordinary general meeting of shareholders
shall be convened from time to time whenever necessary.

Article 12. (Convener and Chairman)
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         The President and Director shall convene every general meeting of
shareholders, at which he shall act as chairman. If the President is prevented
from so acting, one of the other Directors shall so act in his place in the
order previously determined by the Board of Directors.

Article 13. (Requirements for Ordinary Resolutions)
         Resolutions of a general meeting of shareholders shall be adopted by a
majority vote of the shareholders present, unless otherwise provided for in laws
and regulations or in these Articles of Incorporation.

Article 14. (Exercise of Voting Right by Proxy)
         Any shareholder may exercise its voting right by appointing, as its
proxy, another shareholder having voting rights in the Company. In such case,
the proxy shall be required to submit to the Company a document evidencing its
power of representation.

Article 15. (Minutes)
         The substance and results of the proceedings of a meeting of
shareholders shall be recorded in minutes, to which the chairman and the
Directors present shall affix their respective names and seals.


                  CHAPTER 4. DIRECTORS AND BOARD OF DIRECTORS

Article 16. (Number of Directors)
         The Company shall have not more than six (6) Directors.

Article 17. (Election)

1.       Directors shall be elected at a general meeting of shareholders.

2.       The election of Directors shall be resolved by a majority vote of the
shareholders present who shall hold and represent one-third (1/3) or more of the
voting rights of all shareholders.

3.       The election of Directors may not be made by cumulative voting.

Article 18. (Term of Office)
         The term of office of Directors shall expire at the close of the
ordinary general meeting of shareholders first held after five (5) months from
their assumption of office.
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Article 19. (Representative Directors and Directors with Executive Power)

1.       There shall be appointed one or more Directors empowered to represent
the Company by resolution of the Board of Directors.

2.                There shall be appointed one President and Director and may be
appointed one or more Executive Vice Presidents, Senior Managing Directors and
Managing Directors, by resolution of the Board of Directors.

Article 20. (Meetings of the Board of Directors)

1.       The President and Director shall convene a meeting of the Board of
Directors and act as chairman thereat. If the President is prevented from so
acting, one of the other Directors shall so act in his place in the order
previously determined by the Board of Directors.

2.       Notice of convocation of a meeting of the Board of Directors shall be
dispatched to each Director at least one (1) day prior to the date of the
meeting. In urgent cases, however, such period may be shortened.

3.       The management of and any other matters for the Board of Directors
shall be governed by the Regulations of the Board of Directors established by
the Board of Directors.

Article 21. (Remuneration)
         Remuneration for Directors shall be determined upon resolution of a
general meeting of shareholders.


                                   CHAPTER 5.
               CORPORATE AUDITORS AND BOARD OF CORPORATE AUDITORS

Article 22. (Number of Corporate Auditors)
         The Company shall have not more than six (6) Corporate Auditors.

Article 23. (Election)

1.       Corporate Auditors shall be elected at a general meeting of
shareholders.

2.       The election of Corporate Auditors shall be resolved by a majority vote
of the shareholders present who shall hold and represent one-third (1/3) or more
of the voting rights of all shareholders.
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Article 24. (Term of Office)

1.       The term of office of Corporate Auditors shall expire at the close of
the ordinary general meeting of shareholders held with respect to the last
closing of accounts within three (3) years after their assumption of office.

2.       The term of office of a Corporate Auditor elected to fill a vacancy
shall terminate upon expiration of the remaining term of office of the resigned
Corporate Auditor.

Article 25. (Full-time Corporate Auditors)
         Corporate Auditors shall have one or more full-time Corporate Auditor
elected from among themselves.

Article 26. (Board of Corporate Auditors)

1.       Notice of convocation of a meeting of the Board of Corporate Auditors
shall be dispatched to each Corporate Auditor at least three (3) days prior to
the date of the meeting. In urgent cases, however, such period may be shortened.

2.       The management of and any other matters for the Board of Corporate
Auditors shall be governed by the Regulations of the Board of Corporate Auditors
established by the Board of Corporate Auditors.

Article 27. (Remuneration)
         Remuneration for Corporate Auditors shall be determined upon resolution
of a general meeting of shareholders.


                               CHAPTER 6. ACCOUNTS

Article 28. (Business Year)
         The business year of the Company shall begin October 1 of each year and
end September 30 of the following year, and its accounts shall be closed at the
end of each business year.

Article 29. (Dividends)
         Dividends shall be paid to the shareholders or registered pledgees
whose names have been entered in the shareholders' register, as at the closing
of accounts of each business year.
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Article 30. (Interim Dividends)

1.      The Company may, subject to resolution of the Board of Directors, make
distribution of money pursuant to Article 293-5 of the Commercial Code
(hereinafter called "interim dividend") to the shareholders or registered
pledgees whose names have been entered in the last shareholders' register, as of
March 31 of each year.

Article 31. (Prescription Time for Payment of Dividends, etc.)

1.       If receipt of any dividends and/or interim dividends has not been made
after lapse of three (3) full years from the date of commencement of payment,
the Company shall be exempted from the obligation to make such payment.

2.       Unpaid dividends and/or interim dividends shall bear no interest.

Article 32. (Time of Conversion of Convertible Bonds and Dividends, etc.)
         The initial dividends or interim dividends on shares issued upon
conversion of convertible bonds shall be paid, assuming that the conversion
taken place on April 1 if such conversion request is made during the period from
April 1 to September 30 or on October 1 if such conversion request is made
during the period from October 1 to March 31 of the following year.

                           SUPPLEMENTARY PROVISIONS:

Article 1. The term of office of the directors who were elected at the general
meeting of shareholders held on May 31, 2000 shall expire at the close of the
ordinary general meeting of shareholders first held after the day May 31, 2001.

The supplementary provision set forth above shall be deleted from the Articles
of Incorporation after the close of the ordinary general meeting of shareholders
first held after the day May 31, 2001.