By the present Offer (hereinafter "The Offer"), the Joint Stock Company "IRKUTSK AVIATION INDUSTRIAL ASSOCIATION" (hereinafter - "The Issuer ") will irrevocably undertake to purchase the Nominal Non-Documentary Interest-Bearing Bonds of the A01 series issued by the Issuer, State Registration number 4-01-00040-A of par value 1000 (One thousand) Roubles each (hereinafter - "The Bonds"), in the amount of up to 600 000 (Six hundred thousand) articles inclusively from any Holder (in compliance with the definition of the Holder below), whose rights for the disposal of the Bonds in compliance with the terms and conditions of the present Offer are not limited by current legislation of the Russian Federation, under the following terms and conditions:

1. Terms and Definitions

For the purposes of the present Offer, the Holder will be regarded as a member of the Stock Market of the Moscow Inter-Bank Currency Exchange that satisfies one of the requirements specified below:

• will itself be the owner of the Bonds;
• will be authorized by the owners of the Bonds - his customers, to accept the present Offer on their account and by their instruction.

The day of execution of the Offer for the purposes of the present offer will be regarded the day coupon payment for the second coupon of the Bonds.

2. The Procedure of Offer Acceptance

The present Offer will be regarded accepted under the conditions of execution of two subsequent actions by the Holder.

The first action of acceptance will consist in the Holder transferring a written message (hereinafter - the "Message") to the agent of the Issuer - the Private Stock Company "Investment Company "REGION"" (hereinafter - the Agent) of the intention to sell to the Issuer a specified number of Bonds within the duration of validity of the present Offer under terms and conditions specified in the present Offer during the term beginning March 17, 2003 and no later then 17:00 hours Moscow time on March 21 2003. The mentioned notification should be signed by the person authorized by the Holder and contain information on the full title of the Holder, the series and number of the Bonds offered for sale in compliance with the present Offer, the address of the Holder for directing correspondence, contact telephone and fax.

The messages will be received up to 17:00 hours Moscow time on March 21, 2003 at the address Building 6, 11a, Verkhnyaya Krasnosel'skaya Str., Moscow, 107104, information telephone 777-2964. The message will be regarded received by the Agent beginning the date of delivery to the addressee under the condition of compliance of the Message to all the requirements established by the present Offer.

The Issuer will not bear obligations on the execution of the terms and conditions of the present Offer in regard of persons that did not provide their Messages at specified time.

The second action on the Offer will consist of the circumstance that, on the day of the Offer execution the Holder who previously transferred the Message to the Agent, will submit a dedicated bid (hereinafter - "The Bid") for the selling of specified number of Bonds to the trading system of the Stock Market Section of the Private Stock Company " Moscow Inter-Bank Currency Exchange" (hereinafter, respectively - "The Section" and "MIBCE") in compliance with the Rules of Stock Trading Operations at MIBCE and other regulatory documents governing the functioning of the Section (hereinafter - "The Section Rules") in the mode of trading of large share holdings (the mode of negotiable transactions), addressed to the Agent of the Issuer - the Private Stock Company "The Investment Company "REGION"" with determination of the price established in the Paragraph 3 of the present Offer and the code of TO@@@ account settlement. The bid should be in the trading system beginning 13 hours 00 minutes through 15 hours 00 minutes, Moscow time, on the Day of the Offer Execution. The number of Bonds in the bid should coincide with the number of Bonds in the Message. The number of Bonds maintained at the deposit account of the Holder in the Non-Profit Partnership "The National Depository Center" as of the date of payment of the second coupon of the Bonds and the Date of the Offer Execution, cannot be less then the number of Bonds specified in the Message. Filing of the bid in compliance with all the terms and conditions of the present Offer will cause conclusion of a transaction between the Issuer and the Holder of the purchase-and-sale transaction for the number of Bonds specified by the Holder in the Message under the terms and conditions of the present Offer. The execution of the transaction will proceed at the MIBCE. Sufficient evidence of release of the Bond selling Bid by the Holder compliant with the terms and conditions of the present Offer will be recognized as an extract from the minutes of the trading, compiled as per Appendix No. 4 to the Rules of Stock Trading Operations at MIBCE.

3. The Price of Bonds Purchase

The Issuer will undertake to purchase the Bonds per the procedure and under terms and conditions determined by the present Offer, at the price equal to 100 per cent (one hundred per cent) of the par value of the Bonds. The given price of the purchase will be specified with no account for accrued coupon profit yield on the Bonds, which will be paid by the Issuer to the Holder above the purchase price at the conclusion of the transaction. The profit yield paid will be calculated in compliance with the procedure determined by the offering circular of the emission and the resolution on the issuance of Bonds.

4. The Procedure of Transactions Accomplishment

The transactions for the purchase of the Bonds under the terms and conditions of the present Offer will be made in the Section in compliance with the Section Rules.

The Issuer will undertake that, at the time no later then 15 hours 00 minutes on the Day of the Offer execution, to conclude, via its Agent - the Private Stock Company "Investment Company "REGION"", transactions with all the Bonds Holders that performed the necessary actions in compliance with the requirements of Paragraph 2 of the present Offer at the MIBCE by means of submission of reciprocal dedicated bids to the bids submitted in compliance with the Paragraph 2 of the present Offer and positioned in the trading system at the moment of transaction conclusion.

5. Prohibition to Concede a Choice in Action

Concession of a choice in action on transactions concluded by means of the present Offer is not allowed.

6. Arbitration Reservation

All disputes and differences ensuing from the obligations on the present Offer, as well as those from transactions concluded by means of acceptance of the present Offer or in association with specified circumstances and transactions, including those regarding their execution, violation, cessation, or validity will be subject to resolution of the Arbitration Commission at the MIBCE in compliance with the documents that determine its legal status and the procedure of dispute resolution in force at the moment of the statement of claim. The resolution of the Arbitration Commission of the MIBCE will be final and binding for the Parties.