Re Spin Off Agreement

Konami Corporation
3 September 2001

To All Concerned Persons
                              4-3-1 Toranomon, Minato-ku, Tokyo

                              KONAMI CORPORATION
                              Kagemasa Kozuki, President and Representative
                              Director
                              (Code No. 9766 Tokyo, Osaka SIN, LON Stock
                              Exchanges)
                              (For Inquiries) Noriaki Yamaguchi,                
                              Representative Director and Chief Financial       
                              Officer                                           
                              TEL: [phone] (Reception)
        
                              The HUDSON Building, 4-22, Hiragishi Sanjo
                              5-chome, Toyohira-Ku, Sapporo

                              HUDSON SOFT CO.,LTD.
                              Hiroshi Kudo, President and Representative
                              Director
                              (Code No. 4822 Osaka NASDAQ Japan)
                              (For Inquiries) Naoyuki Tsuji, Managing Director  
                              TEL: [phone] (Reception)

                             Announcement of
            absorption of the business in Sapporo of KONAMI Computer            
              Entertainment Studios, Inc. by HUDSON SOFT CO.,LTD                
                             following a spin-off

HUDSON SOFT CO., LTD. ('HUDSON') and Konami Computer Entertainment Studios, Inc.
('KONAMI STUDIO'), a subsidiary of KONAMI CORPORATION ('KONAMI'), are now 
preparing for a spin-off (whereby HUDSON will succeed to the entire business 
located in Sapporo of KONAMI STUDIO) pursuant to the Basic Agreement entered 
into on July 26, 2001. We are pleased to announce that HUDSON and KONAMI STUDIO 
have entered into a Spin-Off Agreement relating to the spin-off as described 
below (the 'Spin-Off'), based on the resolutions of the boards of directors of 
both companies.
                                      
1.     Purpose for Spin-Off

       KONAMI, a parent company of KONAMI STUDIO, and HUDSON are proceeding a 
strategic business alliance including a capital tie-up. The Spin-Off will be 
conducted for the purpose of strengthening the cooperative relationship of both 
companies and extending the businesses of both companies.

2.     Outline of Spin-Off

(1)    Schedule for Spin Off

       Board Meeting to Approve the Spin-Off Agreement: September, 3, 2001 

       Conclusion of Spin-Off Agreement:                September  3, 2001


       Shareholders' Meeting 
       to Approve the Spin-Off Agreement:                 October 22, 2001 


       Date of Spin-Off                                   December 1, 2001


       Date of Registration of Spin-Off                   December 3, 2001



(2)     Method of Spin-Off 

a.      Method of Spin-Off

        Absorption following a spin-off. 
        Spinning-Off Company: HUDSON 
        Absorbing Company: KONAMI STUDIO

b.      Reason for Applying this Method

        We have applied this method of the Spin-Off because, with the           
        integration of the business in Sapporo of KONAMI STUDIO by absorption   
        following a spin-off, HUDSON can enhance its capability and make a      
        remarkable improvement of product line-ups and contents, and because it 
        is expected that the Hokkaido-based world-wide studios will be born     
        supported by sufficient creative staff and collectively fused know-how.

(3)     Allocation of Shares upon Spin-Off 

a.      Share Allocation Ratio

        HUDSON will allocate 884/3 (eight hundred and eighty-four over three)   
        shares of its common stock (with par value of Y50) per one share of     
        KONAMI STUDIO'S common stock (with par value of Y50,000).

                                      

b.      Ground for Calculation Share Allocation Ratio

        HUDSON and KONAMI STUDIO have asked a third party for calculation of the
        share allocation ratio in order to secure the fairness and adequacy of  
        such ratio, and determined the above share allocation ratio based on    
        such third party's calculation.

c.      Number of New Shares to be Issued upon Spin-Off

        1,768,000 shares of common stock (with par value of Y50)

(4)     Amount of Stated Capital Increased upon Spin-Off, etc.

a.      Amount of Increased Stated Capital

        Y88,400,000 

b.      Amount of Increased Additional Paid-in Capital

        The excess amount pursuant to Item 3-3, Clause 1, Article 288-2 of the  
        Commercial Code

(5)     Cash Amount to be Paid upon Spin-Off

        None

(6)     Rights and Obligations to be Succeeded by Succeeding Company 

a.      Assets and Liabilities to be Succeeded

        All the assets and liabilities and the other rights and obligations     
        incidental thereto relating to the Sapporo Office of KONAMI STUDIO shall
        be succeeded on the Spin-Off Date. Such assets and liabilities shall be 
        based on the balance sheet and other calculations as of July 31, 2001   
        and shall be determined in light of increases and decreases thereof from
        July 31, 2001 until the Spin-Off Date.

b.     Employment Agreements to be Succeeded

       The employment agreements relating to all the employees who have been    
       working principally for the Sapporo Office of KONAMI STUDIO and belong to
       the Sapporo Office as of the Spin-Off Date shall be succeeded on the     
       Spin-Off Date.

(6)    Prospects of Performance of Liabilities

       Currently no events which may be detrimental to HUDSON'S and KONAMI      
       STUDIO'S performance of their liabilities are predicted.

                                      

3.     Outline of Spin-Off Parties

(1)  Name          HUDSON SOFT CO..LTD.       Konami Computer Entertainment 
                                              Studios, Inc.

                                    
(2) Principal 
    Business      Consumer contents-related   Development of consumer-use
                  business                    software
                  Network contents-related 
                  business
                   
(3) Date of 
    Establishment May 18,1973                 March 28, 1997

(4) Location of   4-22 Hiragishi Sanjo        4-1-23 Shiba, Minato-ku,
    Headquarters  5-chome,Toyohira-ku,        Tokyo
                  Sapporo
      

(5) Representative Hiroshi Kudo, President    Kazumi Kitaue, President
                   and Representative         and Representative Director
                   Director
 
(6) Capital       Y4,259,000,000 (as of       Y300,000,000
                  August 22, 2001)            (as of August 22, 2001)

      
(7) Total Number  14,446,000 shares           6,000 (as of August 22, 2001)
    of Issued     (as of August 22, 2001)     with a par value of Y50,000
    Shares         with a par value of Y50
      

(8) Shareholder
    Capital        Y5,435,000,000 (as of      Y823,000.000 (as of March
                   February 28, 2001)         31, 2001)

(9) Total Assets   Y14,354,000,000 (as of     Y1,078.000.000 (as of March 
                   February 28, 2001)         31, 2001)


(10)Fiscal Year    ends February 28           Ends March 31

(11)Number of      410 (as of February        122 (as of March 31,2001)
    Employees      28,2001)

(12)Principal      Konami Corporation         KONAMI CORPORATION
    Shareholders              38.81%                              83.33% 
    and            Yuji Kudo                  Konami Capital, Inc. 
    Percentages               14.63%                              16.67%
    Held           Hiroshi Kudo
    (as of August             10.99%
    22, 2001)      Sui Co., Ltd.
                               3.46% 

                   Steel Atmark Co., Ltd.
                               3.46%

(13)Principal Bank  Hokuyo Bank, Sumitomo     Sumitomo Mitsui Banking 
                   Mitsui Banking             Corporation
                   Corporation, 
                   Chuo Mitsui Trust Bank
      
(14)Relationship 
    of Parties     Capital relationship: 
                   none
                   Personnel relationship: 
                   none
                   Business transactional 
                   relationship:
                   none

* Figures relating to HUDSON represent consolidated management index.

                                        

(15)     Results for Recent 3 Fiscal Periods

         HUDSON SOFT CO.,LTD.              Konami Computer Entertainment        
         (Succeeding Company)              Studios, Inc.

Fiscal     Ending     Ending     Ending       Ending      Ending      Ending
Year       February   February   February     March       March       March
           1999       2000       2001         1999        2000        2001 
                                             (Note 1)    (Note 1)    (Note 2)

Sales
Amount
(million
 yen      17,050      11,765     7,296          581       1,132       1,365

Operating
Profit
(million 
yen          794         385      -766          -73         337         427

Ordinary 
Profit
(million
 yen         763         339      -782          -66         336         427

Net 
Income 
(million 
yen)         165        -411    -1,033          -66         255         365

Net 
Income 
per
Share     Y191.97    -Y123.38  -Y132.58  -Y11,068.50  Y42,509.78  Y60,843.82

Dividends 
per 
Share          -          -        -            -      Y2,500         Y2,500

Share-
holders' 
Equity 
per Share Y853.40     Y561.13  Y614.79    Y21,724.87  Y65,147.20  Y137,239.97

(Note 1) Konami Computer Entertainment Sapporo, Inc. has merged with Konami     
         Computer Entertainment Yokohama, Inc,in August of 2000 and has changed 
         its name to KCE Studios, Inc. KCE Studios, Inc. has changed its name to
         Konami Computer Entertainment Studios, Inc. effective as from March 1, 
         2001. The results of KONAMI STUDIO for the fiscal years ending March   
         1999 and March 2000 represent those of Konami Computer Entertainment   
         Sapporo, Inc.

(Note 2) The results of KONAMI STUDIO for the fiscal year ending March 2001     
         represent those of the Konami Computer Entertainment Studios, Inc.     
         after the above-mentioned merger.

4.      Outline of the Business to be Succeeded

(1)     Contents of the Sapporo Office of KONAMI STUDIO 

        Development of consumer-use software

(2)     Results of Business to be Succeeded for Fiscal Year Ending March 2001

            Results relating to Business   Results of HUDSON for Fiscal  (A)/(B)
            to be Succeeded (A)            Year Ending February 2001 (B)  *100%


Sales Amount    Y707,110,000                Y1,987,889,000                35.6%
Sales Gross 
Profit          Y200,305,000                  Y839,616,000                23.9%
Operating 
Profit          Y174,753,000                  Y839,616,000                20.8%
Ordinary
Profit          Y187,313,000                  Y839,616,000                22.3%

                                       
*  Results of HUDSON for fiscal year ending February 2001 represent those of RSD
   Section of HUDSON.

(3)Account Items and Amount of Assets and Liabilities of Business to be         
   Succeeded (as of July 31,2001)

Account Item     Book Price      Account Item of Liabilities     Book Price
of Assets                            and Surpluses
      
Current Assets   Y602,000,000     Total Liabilities              Y338,000,000
Fixed Assets     Y149,000,000     Total Surpluses, etc.          Y413,000,000
Total Assets     Y751,000,000     Total Liabilities and          Y751,000,000
                                  Surpluses, etc.
     
*     The amount of the assets, liabilities and surpluses to be succeeded will  
      be based on the assets, liabilities and surpluses as of the Spin-Off Date 
      (i.e., December 1, 2001), and therefore may be different from the above   
      amount.

5.    State of HUDSON after Succession of Business

(1)   Stated Capital
  
      Y4,347,276,000 (the sum of the stated capital as of November 30, 2001     
      (i.e.. Y4,258,876,000) and the increase in the stated capital due to the  
      Spin-Off (i.e., Y88,400,000))

(2)   Total Assets

      Y15,716,800,000 
      The prospected increase due to the Spin-Off is Y751,000,000

(3)   Impact by HUDSON'S Succession of KONAMI STUDIO'S Business on HUDSON'S     
      Properties and Results

      It is expected that HUDSON'S results will improve as a result of          
      improvement of contents and fusion of both companies' know-how.

(7)   Forecast of HUDSON'S Consolidated Results for 2 Consolidated Accounting   
      Periods following Succession of KONAMI STUDIO'S Business

      Not yet fixed at this stage.