1. Outline of Full Takeover
		CSK is currently in the process of reorganizing its operations, and as part of that reorganization has decided to make CSKVC a wholly owned subsidiary. As a 100% subsidiary, it is expected that the decision making process can be improved.

	2. Terms of share swap
		(1) Planned share swap schedule
			October 24, 2002 Boards approve memorandum of understanding on share swap October 24, 2002 Memorandum of understanding concluded Mid-November 2002 Boards approve share swap contract Mid-November 2002 Share swap contract concluded Mid-December 2002 General shareholders meeting at CSKVC to authorize share swap contract January 31, 2003 Due date for submission of CSKVC stock certificates February 1, 2003 Shares swapped
		Note: In line with Article 358-1 of the Commercial Code, CSK will carry out the share swap contract without obtaining approval at a general shareholders meeting.
		(2) Share swap ratio
			CSK and CSKVC commissioned Chuo Aoyama Pricewaterhouse Coopers Financial and Risk Management to calculate the share swap ratio. The two companies discussed the results of that calculation and reached the agreement below. In the event of significant changes to the conditions on which the share swap ratio was based, the two companies may agree to change the assumed share swap ratio.
		CSK (Parent company) CSKVC (100% subsidiary) Share swap ratio 1 96
		Notes: 1. Chuo Aoyama Pricewaterhouse Coopers Financial and Risk Management, which advises CSK and CSKVC, used the following basis to calculate the share swap ratio. With CSK, it used the average share price method to compute enterprise value. For CSKVC, the measure was the transaction cases comparison method.   2. The number of new shares issued through the share swap will be 19,200. CSK may offer treasury stock instead of issuing new shares for the swap.
		(3) Proceeds from stock exchange
			No proceeds from stock exchange will be made.

3. Company outline as at March 31, 2002

(1) Company name	CSK Corporation (Parent company)		CSK VENTURE CAPITAL CO., LTD. (100% subsidiary)
(2) Main business	Systems integration services; systems development and consulting; network systems development; applications development/ component technology and tool development; outsourcing service; systems related hardware sales; training services; user support services etc.		Investment in venture companies, and management of partnership funds.
(3) Established	October 1968		May 1991
(4) Head office	2-6-1 Nish-Shinjuku, Shinjuku-ku, Tokyo		2-4-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo
(5) Representative	President & Chief Executive Officer  Masahiro Aozono		President  Masahiro Aozono
(6) Paid-in capital	¥69,029 million		¥400 million
(7) Shares outstanding	74,700,164		8,000
(8) Shareholders' capital	¥151,446 million		¥4,122 million
(9) Total assets	¥264,143 million		¥19,815 million
(10) Fiscal year end	March 31		March 31
(11) Number of employees	4,678		17
(12) Key clients	Nippon Life Insurance Company Sumitomo Trust Bank (others)		CSK Corporation (others)
(13) Principal shareholders and percentage held	SEGA CORPORATION: 5.89% OE Corporation: 4.76% Nippon Life Insurance Company: 4.10%		CSK Corporation: 97.50% Shinsei Bank: 2.50%   (As of Sept. 30, 2002)(*1)
(14) Main bank	Sumitomo Trust Bank (others)		Sumitomo Mitsui Bank; UFJ Holdings (others)
(15) Company relationship	Capital relationship	CSKVC is a consolidated subsidiary of CSK.
	Personnel relationship	The President of CSKVC is also the President of CSK, and one director of CSKVC is also a director of CSK. (*2)

*1	Because of changes to principal shareholders since April 1, 2002, principal shareholders are presented as at September 30, 2002.
*2	Because of appointment changes since April 1, 2002, personnel relationships are presented as at September 30, 2002.

   4. Results of past three financial years

(Unit: yen, million)

CSK Corporation (Parent company) CSK Venture Capital Co., Ltd. (100% subsidiary) FY ended: March 31, 2000 March 31, 2001 March 31, 2002 March 31, 2000 March 31, 2001 March 31, 2002 Net sales 101,840 120,982 127,633 776 2,296 545 Operating income 6,839 11,682 10,532 (298) (40) (939) Ordinary income 11,358 12,189 9,202 (272) 69 (963) Net income (loss) 5,879 (5,613) (29,852) 984 21 (131) Net income (loss) per share (¥) 91.42 (75.15) (399.63) 123,108.00 2,706.29 (16,480.46) Dividend per share (¥) 12.00 12.00 12.00 - - - Equity capital per share (¥) 2,248.92 2,455.70 2,027.40 153,517.00 541,777.08 515,308.09   5. Share transfer situation   (1) There are currently no plans to change the company's name, main business, or head office location in association with the share transfer. (2) Capital/capital surplus The amount of increase or surplus in CSK's capital has not yet been finalized. (3) Impact on CSK's consolidated results. Because CSKVC is already a consolidated subsidiary of CSK, the impact of this transfer on CSK's consolidated results is expected to be minimal.