[1] Purpose of granting stock option

   Putting emphasis on ensuring that the Company's directors share an awareness of profits with shareholders, and to link the increase of long-term shareholder value with remuneration so as to encourage an improvement in the corporate value of the PARK24 Group and improve the soundness of management and social standing of the Company by raising awareness of its corporate auditors about proper audits, the Company seeks to grant equity warrants as stock options to its directors and corporate auditors.
   This resolution seeks to grant the following equity warrants within the scope of 37,000,000 yen per year for directors and within the scope of 3,000,000 yen per year for corporate auditors for the 25th fiscal year. This is to be given separately from remuneration for directors (except salaries for employees) approved at the 12th Annual Meeting of Shareholders held on January 17, 1997 and remuneration for corporate auditors approved at the 12th Annual Meeting of Shareholders held on January 17, 1997. (The remuneration does not include salaries for employees provided to the employees who also hold the post of director.)
   The amount of the remuneration was determined by comprehensively considering (i) Amount calculated by multiplying the fair value of the equity warrants calculated using the Black-Scholes formula based on the Company's share price as of December 1, 2008 and the upper limit of the total number of the equity warrants to be allotted, (ii) Effects as an incentive, and the like.

[2]Details of the equity warrants

1.

Type and the number of shares to be issued for the equity warrants

   The type of shares to be issued for the equity warrants is the Company's common shares. The upper limit of the number of shares to be issued for the equity warrants is 280,000 shares for directors and 20,000 shares for corporate auditors.
   When the Company splits or combines its shares and in other cases where it is appropriate to change the number of shares, the Company will take the necessary measures.

2.

Number of equity warrants

   The Company sets the upper limit of the number of the equity warrants at 2,800 units for directors and 200 units for corporate auditors.
    The number of shares to be issued for an equity warrant (hereinafter "the number of shares to be issued") should be 100 common shares of the Company.When "the Company will take necessary measures" as provided in the proviso in (1), the number of shares to be issued should be changed in accordance with the measures.

3.

Amount of property invested when exercising the equity warrants

   The object of the investment for exercising equity warrants should be money, and the amount of investment per equity warrant when exercising the equity warrants should be calculated by multiplying the price per share determined by the following method (hereinafter "exercise price") by the number of shares to be issued.
   The exercise price is calculated by multiplying by 1.03 (a) the average value of the closing prices of regular transactions of each day (excepting days on which regular transactions were not effectively concluded) in the month prior to the month to which the date of offering of the equity warrants belongs with respect to the company's common shares in the Tokyo Stock Exchange, Inc., or with (b) the closing price of regular transactions on the date of offering of the equity warrants (if no regular transaction was effectively concluded on the date of offering of the equity warrants, the closing price of a regular transaction on the nearest preceding day), whichever is higher, (a) or (b). Any fractions below 1 yen resulting from the calculation should be rounded up to the nearest yen.
    If the Company splits or combines its shares, or if it is appropriate to change the exercise price, the Company will take measures that it deems necessary.

4.

Period for exercising the right of the equity warrants

   The period for exercising the right of the equity warrants should be determined by resolution of the Board of Directors within the period from the date when two years have passed since the date of the resolution on the subscription requirements of the equity warrants to the date when ten years have passed since the date of the resolution.

5.

Conditions for exercising the right of the equity warrants

   (i) Persons who received an allotment of equity warrants need to be a director, corporate auditor, employee of the Company or its subsidiaries, or hold any equivalent position at the time of exercising the right. However, this shall not apply to cases in which a person who received an allotment of the equity warrants has retired at the expiration of the term, or when the Board of Directors acknowledges that reasonable grounds exist to waive the requirements.
   (ii) The other conditions for the execution of the rights of equity warrants should be pursuant to the resolution of the Board of Directors, which is responsible for decisions about the subscription requirements of the equity warrants.

6.

Other details of the equity warrants

   Other details of the equity warrants should be determined along with the other subscription requirements by the Board of Directors, which is responsible for decisions about the subscription requirements of the equity warrants.