<PAGE>   1
                                                                    EXHIBIT 10.1


                            SHARE PURCHASE AGREEMENT


                                      DATED


                                  APRIL 2, 2001



                                  BY AND AMONG



                            GLOBAL TELESYSTEMS, INC.,

                                   AS SELLER,



                                       AND

                           ALFA BANK HOLDINGS LIMITED,
    CAPITAL INTERNATIONAL GLOBAL EMERGING MARKETS PRIVATE EQUITY FUND, L.P.,
                           CAVENDISH NOMINEES LIMITED
                                       AND
                         FIRST NIS REGIONAL FUND SICAV,

                                  AS PURCHASERS


<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<S>     <C>                                                                                             <C>
1.       Purchase and Sale of Purchase Shares; Closing and Manner of Payment.............................1

         1.1      Agreement to Purchase and Seller Purchase Shares.......................................1
         1.2      Purchase Price.........................................................................1
         1.3      Manner of Payment of Purchase Price....................................................2
         1.4      Manner of Delivery of Purchase Shares..................................................2
         1.5      Time and Place of Closing..............................................................2

2.       Representations and Warranties of Purchaser.....................................................2

         2.1      General Statement......................................................................2
         2.2      Representations and Warranties of Purchasers...........................................2
         2.3      Representations and Warranties of Seller...............................................4

3.       Covenants.......................................................................................7

         3.1      Cooperation............................................................................7
         3.2      Conduct of Business....................................................................8
         3.3      Public Announcements...................................................................8
         3.4      Access.................................................................................8
         3.5      Certain Intercompany Agreements........................................................8

4.       Closing Conditions..............................................................................8

         4.1      Conditions Precedent to the Obligations of All Parties.................................8
         4.2      Additional Conditions to the Obligations of Seller.....................................9
         4.3      Additional Conditions to the Obligations of Purchasers.................................9

5.       Deliveries at Closing..........................................................................10

6.       Survival of Representations and Warranties.....................................................12

7.       Termination rights.............................................................................12

         7.1      Termination...........................................................................12
         7.2      Procedure and Effect of Termination...................................................13
         7.3      Specific Performance..................................................................13
         7.4      Default of Purchasers.................................................................13

8.       Miscellaneous..................................................................................13

         8.1      Amendment and Modification............................................................13
         8.2      Benefit and Assignment................................................................13
         8.3      No Third-Party Beneficiaries..........................................................14
         8.4      Entire Agreement......................................................................14
         8.5      Expenses..............................................................................14
         8.6      Headings..............................................................................14
         8.7      Choice of Law.........................................................................14
         8.8      Notices...............................................................................14
</TABLE>


                                       i
<PAGE>   3


<TABLE>
<S>     <C>                                                                                             <C>
         8.9      Counterparts..........................................................................16
         8.10     Currency..............................................................................16
         8.11     Waiver of Jury Trial..................................................................16
         8.12     Board Approvals.......................................................................16

</TABLE>

EXHIBITS

EXHIBIT A         - Promissory Note
EXHIBIT B         - Pledge Agreement
EXHIBIT C         - Alfa Stock Option Agreement
EXHIBIT D         - CIG Stock Option Agreement
EXHIBIT E         - Barings Stock Option Agreement
EXHIBIT F         - New Shareholders Agreement
EXHIBIT G         - Assignment and Amendment Agreement
EXHIBIT H         - Amendment to Shareholders and Registration Rights Agreement


                                       ii
<PAGE>   4


                            SHARE PURCHASE AGREEMENT


         This SHARE PURCHASE AGREEMENT (the "AGREEMENT") is made, executed and
delivered as of April 2, 2001 by and between Global TeleSystems, Inc. (formerly
known as Global TeleSystems Group, Inc.), a Delaware corporation (Global
TeleSystems, Inc. and its permitted successors or assigns hereunder, the
"SELLER"), and Alfa Bank Holdings Limited, a company incorporated in the British
Virgin Islands ("ALFA"), Capital International Global Emerging Markets Private
Equity Fund, L.P., a Delaware limited partnership ("CIG"), and Cavendish
Nominees Limited, a limited liability company organized and registered under the
laws of Guernsey, and First NIS Regional Fund SICAV, a private institutional
fund organized and registered under the laws of Luxembourg (together with
Cavendish, "BARINGS"; Alfa, CIG and Barings collectively, "PURCHASERS").

                                   WITNESSETH:

         WHEREAS, Seller owns beneficially and of record 15,056,328 shares (the
"GTS SHARES") of the common stock, par value $0.01 per share (the "SHARES"), of
Golden Telecom, Inc., a Delaware corporation ("GTI" or the "COMPANY"),
constituting approximately sixty-one and five-tenths percent (61.5%) of the
issued and outstanding Shares;

         WHEREAS, Purchasers, severally, desire to purchase 12,195,122 of the
GTS Shares in the aggregate (the "PURCHASE SHARES") from Seller in such amounts
as set forth opposite the name of each Purchaser on Schedule 1.1 hereto, and
Seller desires to sell such Purchase Shares, severally, to Purchasers, on the
terms and subject to the conditions herein contained;

         WHEREAS, a special committee of the Board of Directors of the Company
has approved the purchase of the Purchase Shares by the Purchasers and
consummation of the other transactions contemplated hereby for purposes of
Section 203(a)(1) of the Delaware General Corporation Law, subject to the
condition that the Purchasers enter into a Standstill Agreement with the Company
setting forth certain restrictions on the ability of the Purchasers to acquire
additional Shares and to enter into "business combinations" with the Company;
and

         WHEREAS, the Purchasers have entered into such a Standstill Agreement
on the date hereof.

                                   AGREEMENTS:

         Now, therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and with the intent to be legally
bound, the parties agree as follows:

1.       Purchase and Sale of Purchase Shares; Closing and Manner of Payment

         1.1 Agreement to Purchase and Sell Purchase Shares. On the terms and
subject to the conditions contained in this Agreement, each Purchaser shall
purchase from Seller, and Seller shall sell to each Purchaser, the number of
Purchase Shares set forth opposite the name of such Purchaser on Schedule 1.1
hereto, which Purchase Shares shall upon such sale be fully paid and
non-assessable and free and clear of all liens, encumbrances, proxies, voting
trusts, voting agreements, adverse claims, contractual restrictions on transfer
or any other


<PAGE>   5

charges (collectively, the "CLAIMS"), except for the restrictions imposed by the
Shareholders Agreement, to be dated as of the Closing Date (as hereinafter
defined), among Purchasers, Seller, and the Company (the "NEW SHAREHOLDERS
AGREEMENT").

         1.2 Purchase Price. The purchase price of the Purchase Shares (the
"PURCHASE PRICE") shall be $10.25 per Share.

         1.3 Manner of Payment of Purchase Price. The Purchase Price shall be
paid or satisfied at the Closing (as herein after defined) by wire transfer of
immediately available funds to such bank account or accounts as Seller shall
designate by written notice delivered to Purchasers not later than two (2)
business days prior to the Closing; provided, however, that Alfa shall satisfy
its obligation to pay the portion of the Purchase Price payable by it by
delivery of 50% of such amount in cash and delivery of its promissory note in a
principal amount equal to 50% of such amount due May 31, 2001 in the form
attached hereto as Exhibit A, with blanks appropriately filled in (and with the
maker's name corrected if the Assignment (as such term is defined in Section
3.7) has not occurred) (the "NOTE"), which shall be secured by a pledge of
Alfa's Purchase Shares pursuant to a Pledge Agreement in the form attached
hereto as Exhibit B, with blanks appropriately filled in (and with the pledgor's
name corrected if such Assignment has not occurred) (the "PLEDGE AGREEMENT").
Notwithstanding the foregoing, Alfa shall have the right to pay the entire
portion of the Purchase Price payable by it in cash. The aggregate amount of the
Purchase Price due from each Purchaser on the Closing is set forth opposite the
name of such Purchaser on Schedule 1.1 hereto.

         1.4 Manner of Delivery of Purchase Shares. At the Closing, the Seller
shall deliver to each Purchaser certificates evidencing the Purchase Shares in
such amounts as set forth on Schedule 1.1 hereto duly endorsed in blank, or
accompanied by valid stock powers duly executed in blank, in proper form for
transfer.

         1.5 Time and Place of Closing. The transactions contemplated by this
Agreement, including, without limitation, the sale and purchase of the Purchase
Shares, shall be consummated (the "CLOSING") at 10:00 a.m. London time, at the
offices of Akin, Gump, Strauss, Hauer & Feld, One Angel Court, London EC2R 7HJ,
United Kingdom, at the later to occur of: (i) April 20, 2001 and (ii) within two
(2) days after satisfaction of the conditions precedent set forth in Section 4
hereof, or on such other date, and at such time or place, as shall be mutually
agreed upon in writing by Seller and Purchasers. The date on which the Closing
occurs in accordance with this Agreement is referred to in this Agreement as the
"CLOSING DATE".

2.       Representations and Warranties

         2.1 General Statement. Except as expressly set forth in this Agreement,
the parties are only making the representations and warranties to each other
which are set forth in this Section 2 and no others with respect to the matters
contained herein. The representations and warranties made by each Purchaser
hereby are made solely as to itself and not jointly or jointly and severally.
All such representations and warranties are made as of the date hereof (or, in
the case of Alfa Telecom, on the date it accepts the Assignment, as such term is
defined in Section 3.7) and as of the date of Closing (the "CLOSING DATE"). All
representations and warranties of Seller are made subject to the exceptions in
the schedules attached hereto (the "SCHEDULES").


                                       2
<PAGE>   6

         2.2 Representations and Warranties of Purchasers. Each Purchaser,
severally, represents and warrants to Seller as to itself as follows:

                  (a) Such Purchaser is a corporation, partnership or other
                  organization, as the case may be, duly organized or formed,
                  validly existing and in good standing under the laws of the
                  state or other jurisdiction of its organization or formation
                  and has the power and authority to carry on its business as
                  presently conducted.

                  (b) Such Purchaser has full corporate, partnership or other
                  organizational power, as the case may be, and authority to
                  enter into and perform (i) this Agreement; (ii), as applicable
                  (1) the Stock Option Agreement, by and between Seller and
                  Alfa, to be dated as of the Closing Date, in the form attached
                  hereto as Exhibit C, with blanks appropriately filled in (and
                  with the Alfa party's name corrected if the Assignment (as
                  such term is defined in Section 3.7) has not occurred) (the
                  "ALFA STOCK OPTION AGREEMENT"); (2) the Stock Option
                  Agreement, by and between Seller and CIG, to be dated as of
                  the Closing Date, in the form attached hereto as Exhibit D,
                  with blanks appropriately filled in (the "CIG STOCK OPTION
                  AGREEMENT"); and (3) the Stock Option Agreement, by and
                  between Seller and Barings, to be dated as of the Closing
                  Date, in the form attached hereto as Exhibit E, with blanks
                  appropriately filled in (the "BARINGS STOCK OPTION
                  AGREEMENT"); (iii) the New Shareholders Agreement, to be dated
                  as of the Closing Date, in the form attached hereto as Exhibit
                  F, with blanks appropriately filled in; and (iv) with respect
                  to Alfa, each of the Note and the Pledge Agreement
                  (collectively, "PURCHASER'S ANCILLARY AGREEMENTS"). The
                  execution and delivery by such Purchaser of this Agreement and
                  such Purchaser's Ancillary Agreements and the performance by
                  such Purchaser of its obligations hereunder and thereunder
                  have been duly authorized and approved by all requisite
                  corporate, partnership or other organizational action, as the
                  case may be. This Agreement constitutes and such Purchaser's
                  Ancillary Agreements will constitute the valid and binding
                  obligation of such Purchaser, enforceable against such
                  Purchaser in accordance with its and their terms except as may
                  be limited by applicable laws relating to bankruptcy,
                  insolvency, reorganization, moratorium or similar creditors'
                  rights generally and by general principles of equity.

                  (c) Except for filings under the Hart-Scott-Rodino Antitrust
                  Improvements Act of 1976, as amended (the "HSR ACT"), no
                  consent, authorization, order or approval of, or filing or
                  registration with, any governmental authority or other person
                  is required for the execution and delivery by such Purchaser
                  of this Agreement or such Purchaser's Ancillary Agreements and
                  the consummation by such Purchaser of the transactions
                  contemplated hereby and thereby.

                  (d) Neither the execution and delivery of this Agreement or
                  such Purchaser's Ancillary Agreements by such Purchaser, nor
                  the consummation by such Purchaser of the transactions
                  contemplated hereby or thereby, will (i) conflict with or
                  result in a material breach of any of the terms, conditions or
                  provisions (A) of any organizational documents of such
                  Purchaser, or (B) of any statute or administrative regulation
                  typically applicable to transactions of this type, or of any
                  order, writ, injunction, judgment or decree of any court or
                  governmental authority or of any arbitration award to which
                  such Purchaser is

                                       3
<PAGE>   7

                  a party or by which Purchaser is bound; (ii) constitute a
                  material default under or give rise to a right of termination,
                  cancellation or acceleration of any right or obligation of
                  such Purchaser or to a loss of any material benefit to which
                  Purchaser is entitled under any provision of any unexpired,
                  undischarged or unsatisfied written or oral agreement,
                  contract, indenture, mortgage, debenture, note or other
                  instrument binding such Purchaser or any material license,
                  franchise, permit or other similar authorization held by such
                  Purchaser, except with respect to clauses (i)(B) and (ii) for
                  such conflicts, defaults, or other occurrences that would not
                  have a material adverse effect on such Purchaser's ability to
                  perform its obligations hereunder or thereunder.

                  (e) Except for arrangements by or on behalf of such Purchaser
                  previously disclosed to Seller, the fees with respect to which
                  shall be borne by such Purchaser, such Purchaser has not dealt
                  with any person or entity who is or may be entitled to a
                  broker's commission, finder's fee, investment banker's fee or
                  similar payment from Seller for arranging the transactions
                  contemplated hereby or introducing the parties to each other.

                  (f) There is no claim, litigation, proceeding or investigation
                  pending or, to the best of such Purchaser's knowledge,
                  threatened, which seeks to enjoin or prohibit, or otherwise
                  question the validity of, any action taken or to be taken by
                  such Purchaser in connection with this Agreement or
                  Purchaser's Ancillary Agreements or which would have an
                  adverse effect on such Purchaser's ability to perform its
                  obligations hereunder or thereunder.

                  (g) Such Purchaser has sufficient cash on hand or enforceable
                  financial commitments from credible sources to allow it to pay
                  the Purchase Price of its Purchase Shares, consummate the
                  transactions contemplated hereby, and pay all related fees and
                  expenses as set forth herein.

                  (h) Alfa Telecom Limited, a company incorporated in the
                  British Virgin Islands ("ALFA TELECOM") is an affiliate of
                  (being under common control with) Alfa.

                  (i) Alfa has delivered to Seller its unaudited financial
                  statements as of December 31, 2000, which financial statements
                  were prepared in conformity with International Accounting
                  Standards, and which fairly present, in all material respects
                  (subject to normal, recurring, year-end adjustments which are
                  not material, individually or in the aggregate) Alfa's
                  financial condition as of the dates thereof and Alfa's results
                  of operations for the periods presented.

                  (j) The organizational chart of each of Alfa and Alfa Telecom
                  delivered to Seller by Alfa is true and correct.

         2.3 Representations and Warranties of Seller. Seller represents and
warrants to Purchasers that:

                  (a) Seller is a corporation validly existing and in good
                  standing under the laws of the State of Delaware and has the
                  power and authority to carry on its business as presently
                  conducted.


                                       4
<PAGE>   8


                  (b) Except for filings under the HSR Act and consents,
                  authorizations, orders, approvals, filings and registrations
                  required to be made by any Purchaser, no consent,
                  authorization, order or approval of, or filing or registration
                  with, any governmental authority or other person (including
                  without limitation the stockholders of Seller) is required for
                  or in connection with the execution and delivery by Seller of
                  (i) this Agreement; (ii) the Alfa Stock Option Agreement;
                  (iii) the CIG Stock Option Agreement; (iv) the Barings Stock
                  Option Agreement; and (v) the New Shareholders Agreement;
                  (collectively, "SELLER'S ANCILLARY AGREEMENTS") and the
                  consummation by Seller of the transactions contemplated hereby
                  and thereby.

                  (c) Except as set forth on Schedule 2.3(c) hereof, neither the
                  execution and delivery of this Agreement or Seller's Ancillary
                  Agreements by Seller, nor the consummation by Seller of the
                  transactions contemplated hereby or thereby, will (i) conflict
                  with or result in a breach of any of the terms, conditions or
                  provisions of (A) any organizational documents of Seller, the
                  Company or any Subsidiary (as defined below) of the Company,
                  or (B) of any statute or administrative regulation typically
                  applicable to transactions of this type, or of any order,
                  writ, injunction, judgment or decree or any court or
                  governmental authority or of any arbitration award to which
                  Seller, the Company or any Subsidiary is a party or by which
                  Seller, the Company or any Subsidiary is bound; (ii)
                  constitute a default under or give rise to a right of
                  termination, cancellation or acceleration of any right or
                  obligation of the Company or any of its Subsidiaries or to a
                  loss of any benefit to which the Company or any of its
                  Subsidiaries is entitled under any provision of any unexpired,
                  undischarged or unsatisfied written or oral agreement,
                  contract, indenture, mortgage, debenture, note or other
                  instrument binding the Company or any of its Subsidiaries or
                  any license, franchise, permit or other similar authorization
                  held by the Company or any of its Subsidiaries, or (iii)
                  result in the creation or imposition of any lien or
                  encumbrance on any asset of the Company or any of its
                  Subsidiaries, except with respect to clauses (i)(B), (ii) and
                  (iii), for any conflicts, defaults or other occurrences which
                  would not have a Material Adverse Effect (as defined
                  hereinafter). For purposes of this Agreement, a "SUBSIDIARY"
                  shall mean any corporation, partnership or other entity that
                  is directly or indirectly wholly-owned by the Company.

                  (d) Seller has full corporate power and authority to enter
                  into and perform this Agreement and Seller's Ancillary
                  Agreements. The execution and delivery of this Agreement and
                  Seller's Ancillary Agreements and the performance by Seller of
                  its obligations hereunder and thereunder have been duly
                  authorized by all requisite corporate action. This Agreement
                  constitutes and Seller's Ancillary Agreements will constitute
                  the valid and binding obligation of Seller, enforceable
                  against Seller in accordance with its and their terms, except
                  as maybe limited by applicable laws relating to bankruptcy,
                  insolvency, reorganization, moratorium or similar rights of
                  creditors generally and by general principles of equity.

                  (e) The Company is a corporation duly organized, validly
                  existing and in good standing under the laws of the State of
                  Delaware, United States, and has

                                       5
<PAGE>   9

                  all requisite corporate power and authority to carry out its
                  business as now being conducted or proposed to be conducted by
                  it.

                  (f) Except for the restrictions imposed by the Shareholders
                  and Registration Rights Agreement, dated as of December 24,
                  1999 among the Company, the Seller, and CIG (the "CIG
                  SHAREHOLDERS AGREEMENT") and the Seller Shareholders
                  Agreement, Seller owns of record and beneficially all Purchase
                  Shares, free and clear of any Claims.

                  (g) The Company has filed all forms, reports and documents
                  ("SEC DOCUMENTS") required to be filed by it with the SEC
                  since September 30, 1999. As of its filing date (and, with
                  respect to any registration statement, the date on which it or
                  any post-effective amendment was declared effective), each SEC
                  Document was in compliance, in all material respects, with the
                  applicable requirements of the Securities Act of 1933, as
                  amended, and the Securities Exchange Act of 1934, as amended,
                  contained no untrue statement of a material fact and did not
                  omit any statement of a material fact required to be stated
                  therein or necessary to make the statements therein, in light
                  of the circumstances under which they were made, not
                  misleading. The financial statements of the Company included
                  in the SEC Documents were prepared in accordance with
                  generally accepted accounting principles applied on a
                  consistent basis during the periods involved (subject, in the
                  case of unaudited statements, to the omission of certain
                  footnotes and except as may be indicated in the notes thereto)
                  and fairly present, in all material respects (subject, in the
                  case of the unaudited statements, to normal, recurring
                  year-end audit adjustments which are not material,
                  individually or in the aggregate, to the financial position,
                  results of operations or cash flows of the Company) the
                  consolidated financial position of the Company as of the dates
                  thereof and the consolidated results of its operations for the
                  periods presented. Since December 31, 2000, there has not been
                  any change in the business, assets, financial condition or
                  results of operation of the Company or any of its
                  Subsidiaries, which in any case would have a material adverse
                  effect on or with respect to the business, assets, financial
                  condition or results of operation of the Company and its
                  Subsidiaries, taken as a whole, except for (i) changes that
                  are generally applicable to (A) the telecommunications
                  industry in Russia, (B) the Russian economy or (C) the United
                  States securities markets and (ii) any material adverse effect
                  to the extent directly attributable to the execution and
                  announcement of this Agreement or to the transactions
                  contemplated hereby ("MATERIAL ADVERSE EFFECT").

                  (h) Except as set forth in the SEC Documents, to the Seller's
                  knowledge (for purposes of this Agreement "Seller's knowledge"
                  and "knowledge of the Seller" shall mean the actual knowledge
                  after due inquiry of the executive officers of Seller and the
                  designees of Seller who sit on the Board of Directors of the
                  Company), the businesses of the Company and its Subsidiaries
                  have been conducted in compliance with all applicable laws,
                  ordinances and regulations of all governmental entities
                  (including, without limitation, those relating to licenses and
                  permits for the ownership, occupancy and operation of their
                  properties), except for violations that individually or in the
                  aggregate would not reasonably be expected to have a Material
                  Adverse Effect. Except for any investigation or review that
                  would not reasonably be expected to have

                                       6
<PAGE>   10

                  a Material Adverse Effect, as of the date of this Agreement,
                  to the knowledge of the Seller no investigation or review by
                  any governmental entity (including without limitation any
                  audit or similar review by any U.S., Russian or Ukrainian
                  federal, state or local taxing authority) with respect to the
                  Company or any of its Subsidiaries or any of their respective
                  properties is pending or, to the knowledge of Seller,
                  threatened in writing.

                  (i) The Board of Directors of the Company has approved all
                  transactions contemplated hereby pursuant to Section 203 of
                  the Delaware General Corporation Law, and otherwise has taken
                  the necessary actions to make inapplicable any other
                  applicable anti-takeover statute or similar statute or
                  regulation to the transactions contemplated by this Agreement,
                  including the acquisition of the Purchase Shares.

                  (j) The authorized capital stock of the Company consists of
                  110,000,000 Shares and 10,000,000 shares of preferred stock,
                  par value $.01 per share ("PREFERRED STOCK"). As of March 26,
                  2001, (i) 24,479,997 Shares were issued and outstanding, (ii)
                  no Shares were held in the treasury of the Company, (iii) no
                  Shares were held by the Subsidiaries, and (iv) 4,320,000
                  Shares were reserved for future issuance pursuant to
                  outstanding employee stock options or stock incentive rights
                  granted pursuant to stock option plans of which 1,307,023
                  options had vested as of March 26, 2001. No shares of
                  Preferred Stock are outstanding. Except as set forth in this
                  Section or in Schedule 2.3(j), there are no options, warrants
                  or other rights, agreements, arrangements or commitments of
                  any character relating to the issued or unissued capital stock
                  of the Company or any Subsidiary obligating the Company or any
                  Subsidiary to issue or sell any shares of capital stock of, or
                  other equity interests in, the Company.

                  (k) Except as set forth on Schedule 2.3(k) hereof, to the
                  knowledge of Seller there are no liabilities of the Company
                  and its Subsidiaries of any kind whatsoever, whether or not
                  accrued and whether or not contingent or absolute, determined
                  or otherwise, other than (i) liabilities reflected on the
                  balance sheets contained in the SEC Documents or any schedule
                  to this Agreement, and (ii) liabilities that in the aggregate
                  would not reasonably be expected to have a Material Adverse
                  Effect.

                  (l) Except for a Deutsche Bank affiliate, whose fee shall be
                  exclusively borne by Seller, Seller has not employed nor is
                  subject to the valid claim of, any broker, finder or other
                  financial intermediary in connection with the transactions
                  contemplated by this Agreement or the transactions
                  contemplated hereby, who might be entitled to a fee or
                  commission in connection herewith or therewith.

                  (m) The Indemnification Agreement, dated October 5, 1999
                  between Seller and the Company, is in full force and effect
                  and constitutes the valid and binding obligation of Seller,
                  enforceable against Seller in accordance with its terms,
                  except as may be limited by applicable laws relating to
                  bankruptcy, insolvency, reorganization, moratorium or similar
                  rights of creditors generally and by general principles of
                  equity. Neither Seller nor any of its affiliates (excluding
                  the Company) has any outstanding claims for indemnification

                                       7
<PAGE>   11

                  under the Indemnification Agreement and Seller has not
                  received any written indemnification claims from the Company
                  thereunder.

3.       Covenants

         3.1 Cooperation. Upon the terms and subject to the conditions hereof,
each of the parties hereto shall (i) make promptly its respective filings, and
thereafter make any other reasonable submissions, under the HSR Act with respect
to the transactions contemplated by this Agreement; provided, however, the
parties shall have no obligation to make any filing under the HSR Act unless and
until the condition precedent to Purchasers' obligations hereunder set forth in
Section 4.3(e) shall have been satisfied; and provided, further, that the
parties shall make such filing within seven (7) business days after the
satisfaction of such condition precedent, and (ii) use its reasonable best
efforts to take, or cause to be taken, all appropriate action, and to do, or
cause to be done, all things necessary, proper or advisable under applicable
laws and regulations to consummate and make effective the transactions
contemplated by this Agreement and the Purchasers' Ancillary Agreements.
Concurrently with the filing of notifications under the HSR Act or as soon
thereafter as practicable, the parties shall each request early termination of
the HSR Act waiting period.

         3.2 Conduct of Business. During the period from the date hereof to the
Closing Date, Seller covenants and agrees that it will use reasonable efforts to
cause the Company and its Subsidiaries to carry on their material businesses in
the ordinary course of business, in substantially the same manner as heretofore
conducted, and will use all reasonable efforts consistent with past practices
and policies to preserve intact the Companies and Subsidiaries' present
corporate formation, keep available the services of their respective officers
and key employees, and preserve their relationships with material customers and
suppliers and others having business dealings with them.

         3.3 Public Announcements. The parties will consult with one another
before issuing any press release or otherwise making any public statement with
respect to this Agreement, and shall not issue any such press release or make
any such public statement absent mutual agreement thereon except, based on the
advice of counsel, as required by applicable law or exchange requirement.

         3.4 Access. Seller agrees to provide and use all reasonable efforts to
cause the Company and Subsidiaries to provide reasonable access by each
Purchaser for its respective due diligence review of the books, records,
personnel and facilities of its material businesses during normal business
hours, subject at all times to the Confidentiality Agreement, dated as of March
17, 2001, between the Seller and Alfa Bank, Inc. (the "CONFIDENTIALITY
AGREEMENT"). Purchasers agree to cooperate with Seller and to conduct such due
diligence review in a manner to minimize any disruption to its material
businesses.

         3.5 Trademark Transfer Agreement. Seller hereby waives any rights that
it may have under Section 4(i) of the Trademark Transfer Agreement, dated as of
October 5, 1999, by and between the Seller and the Company in the event of a
Change of Control (as defined in such Trademark Transfer Agreement).

         3.6 CIG Shareholders Agreement. CIG, on behalf of itself, and each of
its affiliates, hereby irrevocably waives any rights, including any tag-along
right, arising under the CIG Shareholders Agreement that it may have with
respect to the transactions

                                       8
<PAGE>   12

contemplated by this Agreement and the Alfa Stock Option Agreement, the CIG
Stock Option Agreement and the Barings Stock Option Agreement.

         3.7 Mandatory Assignment and Guarantee. Alfa may assign its rights and
obligations under this Agreement to Alfa Telecom at any time prior to the
Closing Date but no such assignment shall relieve Alfa of any of its obligations
hereunder (the "ASSIGNMENT"). If the Assignment is made, then (i) at the Closing
Alfa, as the Guarantor, will execute and deliver the guaranty appended to the
form of the Note attached hereto as Exhibit A, with blanks appropriately filled
in and (ii) all references to "Alfa" in this Agreement and the Purchaser's
Ancillary Agreements will be deemed references to "Alfa Telecom".

4.       Closing Conditions

         4.1 Conditions Precedent to the Obligations of All Parties. The
respective obligations of each party shall be subject to the fulfillment or
written waiver at or prior to the Closing of each of the following conditions:

                  (a) Any waiting period (and any extension thereof) applicable
                  under the HSR Act shall have expired or been terminated.

                  (b) No preliminary or permanent injunction or other order,
                  decree or ruling issued by a court of competent jurisdiction
                  or by an applicable governmental, regulatory or administrative
                  agency or commission nor any applicable statute, rule,
                  regulation or executive order promulgated or enacted by any
                  applicable governmental authority shall be in effect which
                  would prevent the consummation of the transactions provided
                  for in this Agreement.

         4.2 Additional Conditions to the Obligations of Seller. The obligations
of Seller hereunder are also subject to the fulfillment or written waiver at or
prior to the Closing of the following additional conditions:

                  (a) Each Purchaser shall have performed in all material
                  respects each of its obligations under this Agreement,
                  including without limitation delivery of the items described
                  in Section 5(a) required to be delivered by such Purchaser.

                  (b) The representations and warranties of each Purchaser
                  contained in this Agreement shall be true and correct in all
                  material respects, in each case when made and, unless such
                  representation and warranty is made as of a specific date, at
                  and as of the Closing Date as if made at and as of such time.

                  (c) Seller shall have received a certificate, dated the
                  Closing Date, of the appropriate officer or partner of each of
                  the Purchasers, to the effect that the conditions specified in
                  paragraphs (a) and (b) of this Section 4.2 have been
                  fulfilled.

                  (d) Each Purchaser shall have duly executed and delivered the
                  New Shareholders Agreement (and with the Alfa party's name
                  corrected if the Assignment has not occurred).


                                       9
<PAGE>   13

         4.3 Additional Conditions to the Obligations of Purchasers. The
obligations of each of the Purchasers are also subject to the fulfillment or
written waiver at or prior to the Closing of all of the following additional
conditions:

                  (a) Seller shall have performed in all material respects each
                  of its obligations under this Agreement, including without
                  limitation delivery of the items described in Section 5(b)
                  required to be delivered by Seller.

                  (b) The representations and warranties of Seller contained in
                  this Agreement shall be true and correct when made and, unless
                  such representation or warranty is made as of a specified
                  date, at and as of the Closing Date as if made at and as of
                  such time, except for (i) changes contemplated by this
                  Agreement and (ii) any failure to be so true and correct
                  which, individually or with all such other failures, would not
                  have a Material Adverse Effect.

                  (c) The two separate promissory notes of the Company held by
                  Seller in the respective principal amounts of $4.8 million and
                  $1.5 million shall each have been amended to reflect that the
                  final maturity date shall be one year after the Closing Date
                  and that no payments shall be required under such notes until
                  such final maturity date.

                  (d) Purchasers shall have received a certificate dated the
                  Closing Date, of a duly qualified Officer of Seller, to the
                  effect that the conditions specified in paragraphs (a) and (b)
                  of this Section 4.3 have been fulfilled.

                  (e) Ernst & Young, the independent auditors of Seller, shall
                  have delivered their audit report and opinion on the financial
                  statements of Seller as of and for the year ended December 31,
                  2000, which opinion shall contain no "going concern" or other
                  qualification, and which opinion shall have been included in
                  Seller's Annual Report on Form 10-K for the year ended
                  December 31, 2000, and such financial statements shall have
                  been prepared in accordance with United States generally
                  accepted accounting principles applied on a consistent basis
                  and shall fairly present, in all material respects, the
                  consolidated financial position of Seller as of the dates
                  thereof and the consolidated results of its operations for the
                  periods presented.

                  (f) Each other Purchaser shall have duly executed and
                  delivered the New Shareholders Agreement.

5.       Deliveries at Closing

                  (a) Documents to be Delivered by the Seller. At the Closing,
         the Seller will deliver or cause to be delivered to each of the
         Purchasers (or only to such specific Purchaser if so indicated):

                  (i)     Certificates representing the Purchase Shares, duly
                          endorsed (or accompanied by duly executed stock
                          powers), shall be validly delivered and transferred to
                          each Purchaser, in the amounts set forth on Schedule
                          1.1 hereto, free and clear of any and all Claims,
                          except for restrictions imposed by the New
                          Shareholders Agreement and, in the

                                       10
<PAGE>   14

                          case of the Purchase Shares to be delivered to Alfa,
                          the Pledge Agreement;

                  (ii)    Copies of the resolutions of the respective Board of
                          Directors of Seller and the Company authorizing and
                          approving this Agreement, the Seller's Ancillary
                          Agreements and the transactions and other agreements
                          contemplated hereby and thereby, certified by a duly
                          authorized officer of Seller and the Company, as
                          applicable, to be true, correct and in full force and
                          effect and unmodified as of the Closing Date;

                  (iii)   Good standing certificate for each of Seller and the
                          Company from the Secretary of State of the State of
                          Delaware, dated not more than ten (10) days prior to
                          the Closing;

                  (iv)    A certified copy of the Certificate of Incorporation
                          of Seller from the Secretary of State of the State of
                          Delaware, dated not more than ten (10) days prior to
                          the Closing;

                  (v)     A certified copy of the Bylaws of Seller from the
                          Secretary of Seller, dated not more than ten (10) days
                          prior to the Closing;

                  (vi)    Letters of resignation, effective as of the Closing
                          Date, of four of the five Seller nominees to the
                          Company's Board of Directors, which shall not include
                          one of the following Seller nominees: Robert J. Amman
                          or Grier C. Raclin;

                  (vii)   A certificate of a duly authorized officer of Seller
                          pursuant to Section 4.3(d) hereof;

                  (viii)  Delivery to Alfa of the Alfa Stock Option Agreement
                          duly executed by Seller;

                  (ix)    Delivery to CIG of the CIG Stock Option Agreement duly
                          executed by Seller;

                  (x)     Delivery to Barings of the Baring Stock Option
                          Agreement duly executed by Seller;

                  (xi)    The New Shareholders Agreement duly executed by Seller
                          and the Company;

                  (xii)   Delivery to Baring Vostok Private Equity Fund LP
                          ("BARING VOSTOK") and Barings of the Assignment and
                          Amendment Agreement by and among Baring Vostok, the
                          Company and others, dated the Closing Date, duly
                          executed by the Company, in the form attached hereto
                          as Exhibit G with blanks appropriately filled in; and

                  (xiii)  Delivery to CIG of the Amendment to Shareholders and
                          Registration Rights Agreement by and between CIG and
                          the Company, dated the Closing Date, duly executed by
                          the Company, in the form attached hereto as Exhibit H
                          with blanks appropriately filled in.


                                       11
<PAGE>   15


                  (b) Documents to be Delivered by Purchasers. At the Closing,
         Purchasers (or such individual Purchaser as specified) will deliver to
         the Seller:

                  (i)     Their respective portion of the Purchase Price, in
                          accordance with Sections 1.2 and 1.3 hereof;

                  (ii)    Alfa shall deliver to Seller a duly executed copy of
                          the Note;

                  (iii)   Alfa shall deliver to Seller a duly executed copy of
                          the Pledge Agreement;

                  (iv)    A copy of the resolutions of the Board of Directors or
                          similar governing body of Alfa authorizing and
                          approving this Agreement and all other transactions
                          and agreements contemplated hereby certified by a duly
                          authorized officer of Alfa to be true, correct and in
                          full force and effect and unmodified as of the Closing
                          Date;

                  (v)     A certified copy of the Certificate of Incorporation
                          of Alfa from the Registrar of Companies of the British
                          Virgin Islands, dated not more than ten (10) days
                          prior to the Closing;

                  (vi)    A certificated copy of the Memorandum of Association
                          of Alfa from the Registrar of Companies of the British
                          Virgin Islands, dated not more than ten (10) days
                          prior to the Closing;

                  (vii)   A certificate of a duly authorized officer or other
                          signatory of each Purchaser pursuant to Section 4.2(c)
                          hereof;

                  (viii)  Alfa will deliver to Seller the Alfa Stock Option
                          Agreement duly executed by Alfa;

                  (ix)    CIG will deliver to Seller the CIG Stock Option
                          Agreement duly executed by CIG;

                  (x)     Barings will deliver to Seller the Barings Stock
                          Option Agreement duly executed by Barings; and

                  (xi)    The New Shareholders Agreement duly executed by each
                          of the Purchasers.

6.       Survival of Representations and Warranties. Except as set forth in the
following sentence, all of the representations and warranties contained in this
Agreement or any representations and warranties contained in any certificate,
document or instrument delivered pursuant to this Agreement shall survive the
Closing. The representations and warranties contained in Sections 2.2(i),
2.3(b), (c), (g), (h), (i), (j) and (k) of this Agreement shall survive for a
period of one year from the Closing Date.

                                       12
<PAGE>   16

7.       Termination Rights

         7.1 Termination. This Agreement may be terminated at any time prior to
the Closing Date:

                  (a)      by mutual written consent of the parties;

                  (b) by any Purchaser (other than Alfa) as to itself only and
                  Alfa as to the entire Agreement, (i) if Seller shall have
                  materially breached any of its material covenants herein or if
                  Seller shall have made a material misrepresentation and not
                  cured such breach or misrepresentation within thirty (30) days
                  of notice of such breach or misrepresentation given by such
                  Purchaser; provided, however, that if an inaccuracy in any of
                  Seller's representations and warranties as of the date
                  subsequent to the date of this Agreement or a breach of a
                  covenant by Seller is curable and Seller is continuing to
                  exercise all reasonable efforts to cure such inaccuracy or
                  breach, then such Purchaser may not terminate this Agreement
                  under this Section 7.1(b) on account of such inaccuracy or
                  breach for a period ending 30 days after serving a notice of
                  such inaccuracy of breach on Seller, or (ii) if Ernst & Young
                  LLP shall have delivered their audit report and opinion on the
                  financial statements of Seller as of and for the year ended
                  December 31, 2000 and such opinion shall contain a "going
                  concern" or other qualification;

                  (c) by Seller, subject to Section 7.4 hereof, as to any
                  particular Purchaser and to the entire Agreement if Alfa is
                  the breaching Purchaser, if such Purchaser shall have
                  materially breached any of its covenants herein or if such
                  Purchaser shall have made a material misrepresentation herein
                  and not cured such breach or misrepresentation within thirty
                  (30) days of notice of such breach or misrepresentation given
                  by Seller; provided, however, that if any inaccuracy in any of
                  such Purchaser's representations and warranties as of a date
                  subsequent to the date of this Agreement or a breach of a
                  covenant by such Purchaser is curable by such Purchaser and
                  such Purchaser is continuing to exercise all reasonable
                  efforts to cure such inaccuracy or breach, then Seller may not
                  terminate this Agreement under this Section 7.1(c) as to such
                  Purchaser on account of such inaccuracy or breach for a period
                  ending 30 days after serving a notice of such inaccuracy of
                  breach on such Purchaser;

                  (d) by either Purchasers or Seller, if any court of competent
                  jurisdiction or other governmental agency of competent
                  jurisdiction shall have issued an order, decree or ruling or
                  taken any other action restraining, enjoining or otherwise
                  prohibiting the transactions contemplated by this Agreement
                  and such order, decree, ruling or other action shall have
                  become final and non-appealable;

                  (e) by either CIG or Barings, as to itself, pursuant to
                  Section 7.4 hereof; or

                  (f) by any Purchaser (other than Alfa) as to itself only and
                  Alfa as to the entire Agreement or Seller, if the Closing has
                  not occurred by July 31, 2001.

         7.2 Procedure and Effect of Termination. In the event of termination
pursuant to Section 7.1 hereof, notice thereof shall forthwith be given to the
other parties hereto and this Agreement shall terminate without further action
by any of the parties hereto. If this Agreement is terminated as provided
herein, no party hereto shall have any liability or further

                                       13
<PAGE>   17

obligation to any other party to this Agreement except pursuant to the
Confidentiality Agreement; provided, however, nothing herein will relieve any
party from liability for any breach of this Agreement, and the non-breaching
party or parties will have the right to enforce all available remedies, at law
or in equity, including without limitation as set forth in Section 7.3 below.

         7.3 Specific Performance. The parties agree that the Purchasers would
be irreparably damaged if for any reason Seller failed to sell the Purchase
Shares to the Purchasers or to perform any of its other obligations under this
Agreement, and that the Purchasers would not have an adequate remedy at law for
money damages in such event. Accordingly, the Purchasers shall be entitled to
specific performance and injunctive and other equitable relief to enforce the
performance of this Agreement by Seller. Accordingly, if any Purchaser should
institute an action or proceeding seeking specific enforcement of the provision
hereof, Seller hereby waives the claim or defense that such Purchaser has an
adequate remedy at law and hereby agrees not to assert in any such action or
proceeding the claim or defense that such a remedy at law exists. Seller further
agrees to waive any requirements for the securing or posting of any bond in
connection with obtaining any such equitable relief. This provision is without
prejudice to any other rights that the Purchasers may have against Seller for
any failure to perform its obligations under this Agreement.

         7.4 Default of Purchasers. If either or both of CIG or Barings defaults
in its obligations to purchase its respective portion of the Purchase Shares on
the Closing Date, then each of the non-defaulting Purchasers shall have the
option, in their sole discretion, to purchase the defaulting Purchaser's
Purchase Shares for cash, in proportion to the respective amounts of Purchase
Shares that they have agreed to purchase hereunder. If Alfa defaults in its
obligations to purchase its portion of the Purchase Shares on the Closing Date,
then each of CIG and Barings shall also have the option, in its sole discretion,
to terminate its respective obligations hereunder, without any liability on the
part of CIG or Barings. In the event that such defaulting party shall be CIG
and/or Barings, Alfa shall not have the right to terminate its obligation to
purchase its portion of the Purchase Shares hereunder. Nothing herein will
relieve the defaulting Purchaser from liability for its default.

8.       Miscellaneous

         8.1 Amendment and Modification. This Agreement may be amended, modified
or supplemented only by mutual written agreement of the parties hereto.

         8.2 Benefit and Assignment. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective heirs,
successors and assigns, but neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any party to this
Agreement without the prior written consent of the other parties hereto;
provided, however, that (i) Global TeleSystems, Inc. may, with the prior written
consent of the other parties hereto (such consent not to be unreasonably
withheld or unreasonably delayed), assign its rights and obligations hereunder
but only to any direct or indirect subsidiary of Global TeleSystems, Inc. to
which Global TeleSystems, Inc. proposes to transfer the Purchase Shares, which
assignment shall not relieve Global TeleSystems, Inc. of its obligations
hereunder and (ii) the Assignment as permitted by Section 3.7 hereof shall not
require the consent of any other party hereto.


                                       14
<PAGE>   18

         8.3 No Third-Party Beneficiaries. Nothing in this Agreement shall
confer any rights upon any person or entity other than the parties hereto and
their respective heirs, successors and permitted assigns.

         8.4 Entire Agreement. This Agreement, the Purchaser's Ancillary
Agreements, the Seller's Ancillary Agreements, the Confidentiality Agreement,
and the exhibits and schedules hereto and thereto, embody the entire agreement
and understanding of the parties hereto and supersede any and all prior
agreements, arrangements and understandings relating to the matters provided for
herein and therein. No amendment, waiver of compliance with any provision of
condition hereof or consent pursuant to this Agreement shall be effective unless
evidenced by an instrument in writing signed by the party against whom
enforcement of any amendment, waiver or consent is sought. Seller is not making
any representation or warranty whatsoever, express or implied, except the
representations and warranties of Seller contained in Section 2.3 of this
Agreement, and each Purchaser acknowledges and agrees that it has not relied on
or been induced to enter into this Agreement by any representation or warranty
other than those expressly set forth herein.

         8.5 Expenses. The parties shall be responsible for the payment of their
respective expenses, including legal and accounting fees, in connection with the
preparation, negotiation and closing of this Agreement and the transactions
contemplated hereby. For the avoidance of doubt, none of Seller's or Purchasers'
expenses shall be allocated to or paid by the Company, directly or indirectly.

         8.6 Headings. The headings set forth in this Agreement are for
convenience only and will not control or affect the meaning or construction of
the provisions of this Agreement.

         8.7 Choice of Law; Arbitration. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without regard to
principles of conflicts of law. All claims or other disputes arising out of or
in connection with this Agreement will be referred to and finally settled by
arbitration under the Rules of Arbitration of the International Chamber of
Commerce (the "RULES") as follows: (i) the number of arbitrators shall be three
(to be appointed in accordance with the Rules); (ii) the place of arbitration
shall be London, England; (iii) the language of the arbitration shall be
English; and (iv) any award of the arbitrator shall be final and binding and the
parties hereby waive any right to refer any question of law and any right of
appeal on the law and/or merits to any court.

         8.8 Notices. All notices, requests, demands, letters, waivers and other
communications required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been duly given if (a) delivered
personally, (b) mailed, certified or registered mail with postage prepaid, (c)
sent by next-day or overnight mail or delivery, or (d) sent by fax, as follows:

                  (a)      if to Alfa, at:

                           P.O. Box 3339
                           Geneva Place
                           2nd Floor
                           333 Waterfront Drive
                           Road Town
                           Tortola, British Virgin Islands
                           Facsimile No.:  (350) 52065
                           Attn:  Pavel Nazarian


                                       15
<PAGE>   19


                           with a copy to:

                           Akin, Gump, Strauss, Hauer & Feld L.L.P.
                           Robert S. Strauss Building
                           1333 New Hampshire Avenue N.W.
                           Washington, D.C.  20036
                           Facsimile No.:  (202) 887-4288
                           Attn:  Vladimir Lechtman

                  (b)      if to CIG, at:

                           25 Bedford Street
                           London WC2E 9HN
                           Facsimile No.:  +44 (0)20 7864-5993
                           Attn.:   Ashley Dunster

                                    --and--

                           25 Bedford Street
                           London WC2E 9HN
                           Facsimile No.:  +44 (0)20 7864-5768
                           Attn.:   Ida Levine

                           with a copy to:

                           Fried, Frank, Harris, Shriver & Jacobson
                           99 City Road
                           London EC1Y 1AX
                           Facsimile No.:  +44 (0)20 7972-9602
                           Attn.:   Karen C. Wiedemann


                  (c)      If to Cavendish Nominees Limited:

                           c/o International Private Equity Services
                           13-15 Victoria Road PO Box 431
                           St. Peter Port
                           GY1 3ZD, Guernsey
                           Facsimile No.:  44 (0) 1481 715 219
                           Attn.:  Mrs. Connie Helyar

                           with a copy to:

                           Baring Vostok Capital Partners
                           10 Uspenski Pereulok
                           103006 Moscow, Russia
                           Facsimile No.: 7095 967 1308
                           Attn.: Michael Calvey


                                       16
<PAGE>   20

                           and to:

                           Fried, Frank, Harris, Shriver & Jacobson
                           99 City Road
                           London
                           EC1Y 1AX
                           Facsimile: +44 (20) 7972 9602
                           Attn.: Karen Wiedemann

                  (d)      If to First NIS Regional Fund SICAV:

                           c/o Bank of Bermuda Luxembourg
                           13 Rue Goethe
                           L-1637, Luxembourg
                           Facsimile No.:  35(0)2 40 46 46 1
                           Attn.:  Christine Tourney

                           with a copy to:

                           Baring Vostok Capital Partners
                           10 Uspenski Pereulok
                           103006 Moscow, Russia
                           Facsimile No.: 7095 967 1308
                           Attn.: Michael Calvey

                           and to:

                           Fried, Frank, Harris, Shriver & Jacobson
                           99 City Road
                           London
                           EC1Y 1AX
                           Facsimile: +44 (20) 7972 9602
                           Attn.: Karen Wiedemann

                  (e)      if to Seller, at:

                           Global TeleSytems, Inc.
                           151 Shaftesbury Avenue
                           London, England  WC2H 8AL
                           Facsimile No.:  +44 (0)20 7655 5437
                           Attn:  General Counsel

                           with a copy to:

                           Shearman & Sterling
                           9 Appold Street
                           London EC2A 2AP
                           Facsimile No.:  +44 (0)20 7655 5500
                           Attention:  Alberto Luzarraga


                                       17
<PAGE>   21

or to such other person or entity or address as any party shall specify by
notice in writing to the party entitled to notice. All such notices, requests,
demands, letters, waivers and other communications shall be deemed to have been
received (w) if by personal delivery on the day after such delivery, (x) if by
certified or registered mail, on the fifth Business Day after the mailing
thereof, (y) if by next-day or overnight mail or delivery, on the day delivered
or (z) if by fax, on the next day following the day on which such fax was sent,
provided that a copy is also sent by certified or registered mail.

         8.9 Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original and all of which together
will constitute one and the same instrument. This Agreement may be executed by
facsimile signatures and such signatures shall be deemed binding for all
purposes hereof, without delivery of an original signature being thereafter
required.

         8.10 Currency. Unless otherwise specified in this Agreement, all
references to currency, monetary values and dollars set forth herein shall mean
United States (U.S.) dollars and all payments hereunder shall be made in United
States dollars.



                                       18
<PAGE>   22


         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.


                                     SELLER:

                                     Global TeleSystems, Inc.

                                     By:
                                        ----------------------------------------
                                     Its:
                                        ----------------------------------------



                                     PURCHASERS:

                                     Alfa Bank Holdings Limited

                                     By:
                                        ----------------------------------------
                                     Its:
                                        ----------------------------------------



                                     Capital International Global Emerging
                                     Markets Private Equity Fund, L.P.

                                     By: Capital International, Inc.,
                                         General Partner

                                     By:
                                        ----------------------------------------
                                     Its:
                                        ----------------------------------------



                                     Cavendish Nominees Limited

                                     By:
                                        ----------------------------------------
                                     Its:
                                        ----------------------------------------


                                     First NIS Regional Fund SICAV

                                     By:
                                        ----------------------------------------
                                     Its:
                                        ----------------------------------------

                                     By:
                                        ----------------------------------------
                                     Its:
                                        ----------------------------------------


                                       19