Notification of the Sale and Purchase Agreement
on Number 6 Stock Acquisition Rights (Equity Facility Agreement)

�@Tokyo, October 19, 2005�\The board of Impress Holdings, Inc. (TSE9479) passed a resolution allowing it to issue number 6 Stock Acquisition Rights to be placed with Goldman Sachs (Japan) Ltd. ("GSJ"), and to enter into a sale and purchase agreement with GSJ, some clauses of which are described below.

1. Rationale for issuing stock acquisition rights ("Warrants")

�@Impress Holdings Inc. ("Impress" or we) plans to grow with external acquisitions, particularly of corporations that possess high-quality specialized contents or of corporations with strong media platforms, including media technologies and media operational solution. Impress has been assessing financing alternatives to satisfy future cash requirements to fund such activities.

When choosing financing products, we give proper consideration to balance sheet impact, capital efficiency and equity dilution as well as cost, and speed of execution. We wish to optimize our equity and debt financing in accordance with the market environment. Impress issued warrants whose exercise price will be reset according to future stock price moves to facilitate the exercise process. Unlike conventional "Moving Strike Convertible Bonds" or "Moving Strike Warrants", though, Impress contractually has the right to control the opening and closing of the Warrants' exercise. Impress will make its decision to open and close the Warrants' exercise windows, at its sole discretion open, based on among other factors, the stock price level, stock liquidity and overall market environment. In particular, we will open an exercise window if we believe that raising equity financing through the exercise of the Warrants is the best method among alternatives available to Impress, including various equity and debt financing tools. We selected this instrument because it can limit the stock price impact, fund cash when necessary and give flexibility to have the right debt-equity mix for Impress. This product is called "Equity Facility Agreement", which can be thought of as the equity version of a loan facility.

2. Equity Facility Agreement

�@Impress is issuing 1,000 Warrants, each representing a notional value of 10 billion yen and with a two year-maturity, to Goldman Sachs (Japan) Ltd ("GSJ"). We can notify the opening of an exercise window and the amount exercisable, then allowing GSJ to exercise the Warrants for up to the specified amount thereupon, subject to certain exceptions (*1). We can open and close exercise windows as many times as needed. The exercise price of the Warrants is initially 63,735 yen per share, and will be reset upward or downward to 90% of the 3-day volume-weighted-average-price calculated at exercise, subject to the exercise price of the Warrants never being below 31,868 yen per share.

(*1) Certain exceptions
Impress cannot open an exercise period if and when it holds material non-public information.
GSJ can exercise up to 10 Warrants for a period of five days following the announcement of first half 2006 results.
Exercise of any warrant is at the discretion of GSJ. Financing is not guaranteed through this arrangement.

Key terms
1. Security Name	Impress Holdings Inc number 6 stock acquisition rights ("Warrants")
2. Underlying Stock	Each Warrant's notional amount is 10 mil yen, and is exercisable for a number of new Impress shares calculated by dividing the notional amount by the exercise price prevailing at the time of exercise
3. Number of Warrants	1,000
4. Issue Price	50,000 yen per Warrant (50 mil yen in total)
5. Subscription Date	November 11, 2005
6. Payment Date	November 11, 2005
7. Subscription	100% by Goldman Sachs (Japan) Ltd. ("GSJ")
8. Initial Exercise Price	63,735 yen per share
9. Exercise Price Resets	From November 21, 2005, the Exercise Price will be reset to 90% of 3 day VWAP prevailing at exercise, subject to the exercise price never being below 31,868 yen per share
10. Exercise Price Adjustment	Standard anti-dilution clauses
11. Exercise Period	November 14, 2005 to November 9, 2007
12. Partial Exercise	None
13. Cancellation	Impress can cancel the outstanding number Warrants by paying GSJ 50,000 yen per Warrant
14. Transfer Restriction	Possible, subject to the approval of Impress' board of directors
15. Certificate	Warrant securities will be issued only upon request of the holders
16. Capital Stocks	50% of the paid in amount will be booked as Capital Stocks
17. Dividend Rights	The holder of new shares delivered upon exercise will have full rights against dividend payments regardless of their holding period
18. Exercise Mechanism	Standard
19. Stock Delivery	Prompt delivery upon exercise
20. Exercise Agent	Mitsubishi UFJ Trust & Banking Corporation
21. Paying Agent	Hong Kong & Shanghai Banking Corporation
22. Valuation	The Company decided the Issue Price and the Exercise Price considering all the terms of the security and the calculation of theoretical values using a binomial option valuation model
23. Others