Exhibit 4.3


                                September 3, 2001







                              Initial Shareholders



                                 OAO RTC-LEASING



                                   Consortium








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                             Shareholders' Agreement
                                     No.682

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                                TABLE OF CONTENTS


Definitions and Interpretation..............................................6


Shareholders' Purposes and Objectives Concerning the
Development of the Company..................................................8


Subject of Agreement........................................................8


Governing Bodies of the Company.............................................8
         Structure of the Company's Governing Bodies........................8
         Formation of the Company's Governing Bodies........................9


Obligations of the Parties..................................................9


Accounts and Audits........................................................10


Terms of Additional Issue Placement in Favor of the Consortium.............11


Sale of Shares to Strategic Investor.......................................11


Public Placement of Company Shares.........................................11


Procedure for the Sale by Shareholders of Company Shares...................12
         Purchase of the Additional Issue by the Initial Shareholders......12
         Sale to a Third Party.............................................12


Notices....................................................................12


Amendments.................................................................13


Term of Agreement..........................................................13


Counterparts...............................................................13


Language of Agreement......................................................14


Applicable Law.............................................................14


                                      -2-

<PAGE>


Settlement of Disputes.....................................................14


ANNEX 1....................................................................16


                                      -3-

<PAGE>


THIS  SHAREHOLDERS'  AGREEMENT   (hereinafter,   the  "Agreement")  is  made  on
September 3, 2001 in the City of Moscow, the Russian Federation.

By and among:

(1)  Open Joint Stock Company of Long Distance and International  Communications
     Rostelecom, located at: 5, Ul.Delegatskaya,  Moscow 103091, registered with
     the  Moscow  Registration  Chamber  on  September  23,  1993,  registration
     number 021.833, represented by General Director S.I. Kuznetsov acting under
     the Charter (hereinafter, "Rostelecom");

     Non-Governmental   Pension   Fund   Rostelecom-Garantia,   located   at  5,
     Ul.Delegatskaya,  Moscow 103091,  registered  with the Moscow  Registration
     Chamber on June 6,  1996,  registration number 139,  represented by General
     Director A.A. Nedbai, who is acting under the Charter (hereinafter, "NPF");

(hereinafter jointly referred to as the "Initial  Shareholders") as the party on
the first part  hereunder  within the  context  of  Article  308 of the  Russian
Federation Civil Code;

(2)  Open Joint Stock Company RTC-LEASING located at: 5, Ul.Delegatskaya, Moscow
     103091,  registered with the Moscow Registration Chamber on April 25, 1996,
     registration number 060.795,  represented by General Director P.G. Kaplunov
     who is acting under the Charter (hereinafter, the "Company"); and

(3)  Closed Joint Stock Company  North-West  Telecombank  located at: 12, Baskov
     per.,  Saint-Petersburg,  191014,  registered  with the Russian  Federation
     Central Bank on March 23, 2000,  registration  number 168,  represented  by
     Y.I. Novikov,  Chairman of the Management  Board of the Bank, who is acting
     under the Charter (hereinafter, "Telecombank");

     Non-Commercial  Partnership  Center for  Research  Into  Telecommunications
     Development  Problems,  located at: 55-2  Ul. Pliuschikha,  Moscow  119121,
     registered  with  the  Moscow  Registration  Chamber  on  April 23,   2001,
     registration    number 002.041.624,    represented    by    its    Director
     D.A. Milovantsev  who  is  acting  under  the  Charter  (hereinafter,   the
     "Partnership");

     Limited  Liability  Company  CB  Russian   Industrial  Bank,   located  at:
     11 Petrovsky   boulevard,   Moscow  103051,   registered  with  the  Moscow
     Registration  Chamber on February  14, 1995,  registration  number 036.055,
     represented by  S.V. Povarenkin,  Chairman of the  Management  Board of the
     Bank, who is acting under the Charter (hereinafter, "RIB");

     Closed Joint Stock Company "GAMMA-Invest",  located at: 5 Ul. Marsovo Pole,
     Saint-Petersburg,  191186,  registered  with the  Registration  Chamber  of
     Saint-Petersburg on July 12, 1994, registration number 6194, represented by
     General   Director   D.M. Gerkusov   who  is  acting   under  the   Charter
     (hereinafter, "Gamma");

         and

                                      -4-


<PAGE>

     Closed    Joint    Stock    Company    KFP-FINANCE,    located   at:   24-1
     Ul. Krasnoprudnaya,  Moscow 107140, registered with the Moscow Registration
     Chamber on March 20, 2001, registration number 001.019.069,  represented by
     General   Director   A.B. Chastukhin   who  is  acting  under  the  Charter
     (hereinafter, "KFP");

(hereinafter  jointly referred to as the  "Consortium"),  acting as the party on
the  second  part  hereunder  in the  context  of  Article 308  of  the  Russian
Federation Civil Code;

hereinafter jointly referred to as the "Parties" and individually as "Party".

PREAMBLE

(A) As of the date of this Agreement the Initial Shareholders hold the Company's
shares  comprising ninety (90) percent of its charter capital and are interested
in increasing their market value.

(B) On instructions from the Initial Shareholders the Company has instructed the
closed joint stock company Gamma Capital (hereinafter, "Gamma Group") to perform
a comprehensive  study of the financial  condition of the Company and to draw up
recommendations  to  increase  its  capitalization.  Based on the results of the
study conducted in April 2001,  Gamma Group  recommended the  implementation  of
integrated measures to enhance the investment appeal of the Company.

(C) With a view to implementing  the said  recommendations  Gamma Group proposed
the involvement of the Consortium which expressed its readiness:

        (i)     to assist in the  expansion of the client base of the Company by
                attracting  new  clients,  with an  overall  value of new  lease
                agreements  over the next three years  totaling at least US$ 330
                million;

        (ii)    to industrially diversify the operation of the Company;

        (iii)   to provide  the Company  with access to the leasing  markets for
                regional  communications  companies;  and  primarily,  companies
                comprising the SVYAZINVEST Group;

        (iv)    to expand the Company's investments activities;

        (v)     to arrange for the financing of the Company's new projects under
                item  (i) on  competitive  market  terms  as of  the  moment  of
                completion of relevant transactions;

        (vi)    to work toward  enhancing  the value and liquidity of securities
                issued by the Company.

(D) The Parties  (with due regard for the  conclusions  of Gamma Group)  believe
that the  implementation  of the  above  measures  will  create  conditions  for
attracting  assets  to  the  charter

                                      -5-

capital  of the  Company  worth  at  least  US$ 70  million  by way of a  public
placement  of the  Company's  additional  shares  or their  sale to a  strategic
investor.

(E) The Consortium is prepared to take the measures  specified in (C) as soon as
it  acquires  3 974 714 additional  shares of the  Company  (so that upon  their
acquisition the Consortium  would control 69.9 percent of the charter capital of
the Company) for 39 747 140 Rubles.

(F) On August 24, 2001 the Board of Directors of the Company  decided to involve
the  Consortium in the  implementation  of the above  measures and to issue,  in
favor of the  Consortium,  additional  shares  subject to the entry into of this
Agreement with the Consortium.

(G) With a view to legally validating the arrangements  between the Parties with
respect to the terms of acquisition by the Consortium of Company shares and with
a view to  settling  the  relations  between the  Initial  Shareholders  and the
Consortium as  shareholders  of the Company and  determining  the  principles of
Company management the Parties have entered into this Agreement.

Definitions and Interpretation

1.1 In this Agreement the following terms shall have the following meanings:

"Shareholders" shall mean the Initial Shareholders and the Consortium;

"Affiliates"  shall mean  affiliates  in the context of Article 4 of the Russian
Federation  Law  No. 948-1  "On   Competition   and  Restriction  of  Monopolist
Activities  on  Commodity  Markets"  dated March 22, 1991 (as in force as of the
date hereof);

"Auditor"    shall   mean   one   of   the    following    audit   firms:    ZAO
PricewaterhouseCoopers  Audit,  ZAO  Arthur  Andersen,  ZAO  KPMG  Limited,  the
representative  office of Ernst and Young C.I.S. Ltd. in the Russian  Federation
or ZAO Deloitte & Touche CIS (or their successors) as selected by the Company;

"Purchase and Sale Agreement" shall have the meaning specified in Article 10.2;

"Additional  Issue"  shall mean the third  issue of Company  shares the  Initial
Shareholders are to approve upon the making hereof as provided for under Article
5.8, such Additional Issue to meet the following terms:

(a)  the Additional  Issue shall be by way of a closed  subscription in favor of
     the Consortium only;

(b)  the Consortium shall pay cash for the Additional Issue Shares placed in its
     favor;

(c)  upon the  placement  of the  Additional  Issue,  Company's  shares shall be
     distributed as follows: (percentage of the charter capital of the Company):

     Initial Shareholders: 30.15% including:

                                      -6-

<PAGE>


     Rostelecom 27.13%;
     NPF 3.02%.

     Consortium: 69.364% including:

     Telecombank       18.912%;
     Partnership       2.825%;
     RIB               15.926%;
     Gamma             15.926%; and
     KFP               15.775%.

"International  Accounting Standards" shall mean the internationally  recognized
accounting  standards  distributed  by the  International  Accounting  Standards
Committee as used by the Auditor at any given moment;

"Public Placement of Company Shares" shall mean that public placement of Company
shares (or derivative  securities  based on Company shares)  conducted  provided
Company shares (or derivative  securities)  are listed  (included in the list of
securities  permitted to circulate  on a stock  exchange) on an  internationally
recognized  stock exchange or the biggest and best recognized  stock exchange of
the Russian Federation;

"Strategic  Investor" shall mean a Russian or foreign leasing or other financial
organization  interested in participation in the Company and in the promotion of
its business;

"Charter" shall mean Restated  Company Charter No. 2  registered with the Moscow
Registration Chamber on July 9, 2001, with subsequent amendments and additions;

"Financial  Statements"  shall  mean  the  Audited  statements  of  the  Company
(including the Company's  balance sheet,  profit and loss  statement,  cash flow
statement and notes thereto) prepared based on fiscal year results in accordance
with the International Accounting Standards.

1.3 The headings  and numbers of the  articles  hereof and the sequence of their
presentation  shall be used  for  convenience  only and  shall  not  affect  the
interpretation hereof.

1.4 If  used  in the  singular  or in  the  plural,  the  terms  interpreted  in
Articles 1.1  and 1.2 shall have the same meanings  unless the context  requires
otherwise.

1.5  Reference to a specific  article or annex shall mean a reference to all its
provisions  (terms).   Reference  to  a  specific  article  or  annex  shall  be
interpreted  as a reference  to an article of this  Agreement or an annex hereto
unless the context requires otherwise.

Shareholders' Purposes and Objectives Concerning the Development of the Company

2. The Parties  agree that the  following  shall be the  principal  purposes and
objectives of the Initial Shareholders and the Consortium as shareholders of the
Company:

                                      -7-

<PAGE>


(a)  material expansion of the Company's  operation and increase of its share in
     the Russian Federation leasing market;

(b)  continued  orientation of the Company on priority work with  Rostelecom and
     other Affiliates of Svyazinvest (55-2,  Ul. Pliuschikha,  Moscow 119121) on
     market terms most favorable to the Company;

(c)  industrial diversification of the Company's operation;

(d)  investment  by the Company in promising  telecommunications,  financial and
     industrial companies;

(e)  increase of the scope of the financial services offered by the Company;

(f)  efforts to enhance the value and liquidity of the Company's securities;

(g)  involvement of a Strategic  Investor and/or Public Placement of the Company
     Shares.

Subject of Agreement

3.   This  Agreement  shall  govern  the  actions  of the  Parties to attain the
     purposes  and  objectives  of the  Shareholders  and the Company  specified
     herein and the  actions to manage the  Company  and the  Company's  Shares.
     Article 10.2 shall be a  preliminary  agreement  (in the context of Article
     429 of the Russian  Federation Civil Code) governing the relations  between
     the Initial Shareholders and the Consortium in connection with the purchase
     of the Additional Issue shares.

Governing Bodies of the Company

Structure of the Company's Governing Bodies

4.1.1   The Parties  acknowledge  that the structure of the Company's  governing
        bodies shall include:

(a)     General Meeting of Shareholders;

(b)     Board of Directors; and

(c)     General Director (single-person executive body).

The Audit Commission  shall monitor the financial and business  operation of the
Company.

4.1.2   The General Meeting of Shareholders  shall be the highest governing body
        of the Company; its status and powers shall be governed under applicable
        law and the Charter.

4.1.3   Overall management of the Company's operation (except decision making on
        matters relegated under the Law on Joint Stock Companies and the Charter
        to the  exclusive  competence  of the General  Meeting of  Shareholders)
        shall be the  responsibility  of the

                                      -8-

<PAGE>


Board of  Directors  the  status  and powers of which  shall be  governed  under
applicable law and the Charter.

4.1.4   The day-to-day  operation of the Company shall be managed by the General
        Director (single-person executive body) whose status and powers shall be
        governed under applicable law and the Charter.

Formation of the Company's Governing Bodies

4.2.1   As of the date hereof the Board of  Directors  shall  comprise  five (5)
        members  elected  at the  General  Meeting of  Shareholders  by a simple
        majority of votes out of the candidacies  proposed by the  Shareholders.
        The  Parties  agree  that  within  three  (3)  years of the date  hereof
        Rostelecom  shall have the right to propose the candidacies of three (3)
        members  of  the  Board  of  Directors  (and  shall  not  nominate  more
        candidates to the Board of Directors) and the Consortium  shall have the
        right  to  nominate  two (2)  candidates  as  members  of the  Board  of
        Directors  (and  shall  not  nominate  more  candidates  to the Board of
        Directors).  In the event of a change in the numerical membership of the
        Board of  Directors  of the Company  Rostelecom  shall have the right to
        nominate  candidates to the Board of Directors  comprising 60 percent of
        the total  numerical  membership of the Board of  Directors.  40 percent
        shall be nominated by the Consortium.

4.2.2   The Board of Directors shall elect one of its members as Chairman of the
        Board of Directors.  Within the period specified in Section 4.2.1 hereof
        the  candidacy  of the  Chairman  of the  Board  of  Directors  shall be
        nominated  by the members of the Board of  Directors  elected out of the
        candidates nominated by Rostelecom.

4.2.3   The General  Director  shall be appointed by the Board of Directors  for
        three (3) years. The Board of Directors shall have the right at any time
        to subject the powers of the General  Director to early  termination  in
        accordance with the requirements of applicable law.

4.2.4   Within the period  specified in Section 4.2.1  hereof,  the candidacy of
        the General  Director  shall be nominated by the members of the Board of
        Directors elected out of the candidacies nominated by Rostelecom.

Obligations of the Parties

5.1     The  Shareholders  shall vote for the election to the Board of Directors
        of the persons nominated in accordance with Article 4.2.1.

5.2     During the term specified in Section 4.2.1 hereof the  Consortium  shall
        assure the election of the  Chairman of the Board of  Directors  and the
        General  Director  nominated in  accordance  with  Articles  4.2.2-4.2.4
        accordingly.

5.3     The Consortium shall, only in the event of Rostelecom's prior consent in
        writing,  vote at the general meeting of shareholders of the Company for
        an issue of additional shares of the Company:

                                      -9-

<PAGE>


(a)     as a result of which the participatory  share of Rostelecom may diminish
        compared to the quantity specified in Article 1.1;

(b)     as a result of which the  participatory  share of any participant in the
        Consortium may exceed twenty-five (25) percent of the charter capital of
        the Company.

Rostelecom  shall submit the said consent in writing provided that in accordance
with the terms of issue of additional Company shares it is vested with the right
to acquire,  at par value,  additional  shares in an amount  sufficient  for the
preservation  of its interest in the charter capital of the Company as stated in
Article 1.1

5.4     Non-performance  or  improper  performance  by  the  Consortium  of  the
        obligations  specified in Articles  5.1,  5.2, and 5.3 shall entitle the
        Initial  Shareholders  to immediately  demand that the Consortium  enter
        into and  perform a  Purchase  and Sale  Agreement  in  accordance  with
        Article 10.2.

5.5     The  Shareholders  shall vote at the General Meetings of Shareholders on
        all major  matters  of the  Company's  operation  in  accordance  with a
        previously agreed position.

5.6     If any  participant  in the  Consortium  intends to acquire,  from third
        parties,  any Company shares the Consortium shall, no later than one (1)
        month  prior to the  prospective  date of such  acquisition,  enable the
        Initial  Shareholders  to acquire such portion of the  Company's  shares
        alienated by such third  parties that,  upon  completion of the relevant
        transactions,  the interest of each of the Initial Shareholders be equal
        to the amount specified in Article 1.1.

5.7     Breach by the  Consortium  of the  obligations  specified in Article 5.6
        shall accordingly entitle the Initial Shareholders to immediately demand
        that the Consortium enter into and perform a Purchase and Sale Agreement
        in accordance with Article 10.2.

5.8     The Initial  Shareholders  shall,  immediately  upon the making  hereof,
        perform actions necessary for the approval and state registration of the
        Additional Issue.

5.9     The Company and the Initial Shareholders shall, within six months of the
        date of payment by the Consortium for the shares of the Additional Issue
        in full,  procure  registration  of the  report  on the  results  of the
        Additional Issue of the Company's shares, which report shall reflect the
        placement of the Additional Issue in favor of the Consortium.

Accounts and Audits

6.1     The Company shall keep its records and accounts in  accordance  with the
        requirements of applicable Russian Federation law.

6.2     The  Company  shall   additionally   prepare  Financial   Statements  in
        accordance with the International Accounting Standards.

6.3     The Company  shall  annually  engage an Auditor to verify the  Financial
        Statements.

                                      -10-

<PAGE>


Terms of Additional Issue Placement in Favor of the Consortium

7.1      The Consortium shall:

(a)     within three (3) years of the date hereof ensure the  involvement by the
        Company of new clients with an aggregate  volume of new lease agreements
        totaling lease payments of at least US$330 million (three hundred thirty
        million).

(b)     within  three (3) years of the date  hereof  provide  the  Company  with
        financing in an amount  required for the  acquisition of equipment to be
        leased to the new clients  specified  in section (a) of this  Article on
        competitive market terms;

(c)     within three (3) years of the date hereof assure the Company's access to
        the  leasing  markets for  regional  communication  companies;  the said
        obligation of the Consortium  shall be deemed complied with in the event
        the Company  and  Svyazinvest  enter into a  cooperation  agreement  and
        within three years of the date hereof the Company  enters into new lease
        agreements  with  regional  communications  companies  providing for the
        receipt  by  the   Company   of  lease   payments   totaling   at  least
        US$200 million (two hundred million).

7.2     In  the  event  of  non-performance  or  improper   performance  by  the
        Consortium  of any of its  obligations  specified  in  Article  7.1  the
        Initial Shareholders shall have the right to immediately demand that the
        Consortium  enter into and  perform a  Purchase  and Sale  Agreement  in
        accordance with Article 10.2.

Sale of Shares to Strategic Investor

8.      In the event the  Shareholders  decide to sell the  Company  shares to a
        Strategic  Investor the Shareholders  shall sell (or assure the sale of)
        the  Company  shares  (including  a sale of  shares  in the  event of an
        additional issue) to the Strategic  Investor so that the interest of the
        Shareholders  (except the share of Rostelecom) in the charter capital of
        the Company diminishes proportionally; the interest of Rostelecom in the
        charter  capital  of the  Company  shall  be  maintained  in the  amount
        specified in Article 1.1.

Public Placement of Company Shares

9.1     Public Placement of Company shares shall be the strategic purpose of the
        Parties.

9.2     The  Parties  shall  approve  all  resolutions  on  all  aspects  of the
        Company's  operation with due regard for the strategic purpose specified
        in Article 9.1.

9.3     The Parties shall,  within one (1) year of the date hereof,  draw up and
        approve  a plan of  efforts  making  it  possible  to  perform  a Public
        Placement of the Company Shares.

9.4     The Parties agree that the Public  Placement of the Company Shares shall
        be performed  within three (3) years of the date hereof provided this is
        not prevented by external objective factors.

                                      -11-

<PAGE>


9.5     In the  event  the  Shareholders  decide  on a Public  Placement  of the
        Company  Shares  the  Shareholders  shall  sell (or  assure the sale of)
        additionally   issued  the  Company  shares  so  that  the  interest  of
        Shareholders  (except the interest of Rostelecom) in the charter capital
        of the Company diminishes proportionately; the interest of Rostelecom in
        the charter  capital of the Company  shall be  maintained  in the amount
        specified in Article 1.1.

Procedure for the Sale by Shareholders of the Company Shares

Purchase of the Additional Issue by the Initial Shareholders

10.1    The   Shareholders   acknowledge   that  the   consent  of  the  Initial
        Shareholders  to assure  placement of the  Additional  Issue in favor of
        Consortium is made to mean that the  Consortium  perform its  obligation
        provided  for  under  Article  5.1-5.3,  5.6 and 7.1.  In the  event the
        Consortium fails to perform or improperly  performs the said obligations
        the Initial  Shareholders  shall have the opportunity to purchase,  from
        the Consortium,  its Company shares of the Additional Issue at the price
        of their placement in favor of the Consortium.

10.2    With a view to implementing the said mechanism the  Shareholders  hereby
        agree to enter into a purchase  and sale  agreement  with respect to the
        shares  of the  Additional  Issue  on the  terms  specified  in  Annex 1
        (hereinafter,  "Purchase  and Sale  Agreement").  The  deadline  for the
        performance  by the  Shareholders  of the  obligations to enter into the
        Purchase  and  Sale  Agreement   shall  be  determined  by  the  Initial
        Shareholders in accordance with the provisions hereof (for the avoidance
        of doubt,  the Initial  Shareholders  may not demand that the Consortium
        enter into the Purchase and Sale Agreement unless expressly provided for
        hereunder).

Sale to a Third Party

10.3    Pending proper  performance by the Consortium of its  obligations  under
        Article 7.1 members of the  Consortium  shall have the right to sell the
        Company  shares  of the  Additional  Issue  to  third  parties  only  on
        condition that such third party adheres hereto.

10.4    Pending proper  performance by the Consortium of its  obligations  under
        Article 7.1  its  members  undertake  not to act in order to  obtain  an
        individual  blocking set of Company shares  amounting to more that 25%+1
        common shares.

Notices

11.1    Any notice or communication sent in accordance herewith shall be made in
        writing and signed by or on behalf of the sender and may be delivered in
        person or by courier to the  address  specified  in Article  11.2 (or to
        other  addresses  of which  each  Party may give the other  Party  prior
        notice in writing). Any notice or communication sent by courier shall be
        deemed  received as of the moment of its delivery by the courier (or, if
        delivered  on a date which is not a business  day, on the next  business
        day); if a notice sent by courier is received after 6 p.m. on a business
        day or is  received  on a day other than a business  day such  notice or
        communication  shall be deemed  received at 9 a.m.  on the next business

                                      -12-

<PAGE>


        day. For the purposes of this  Article  references  to any hour shall be
        references to the local hours in the country/region of the addressee.

11.2    For the  purposes of Article 11.1 the Parties  shall have the  following
        addresses and fax numbers:

        (a)     Initial Shareholders (c/o Rostelecom):

                Address: 5 Ul. Delegatskaya, Moscow 103091

                Fax:    +7 (095) 972-80-40

                Attention: General Director

        (b)     OAO RTC-LEASING:

                Address: 42-2A Ul. Schepkina, Moscow 129110

                Fax:    +7 (095) 777-03-33

                Attention: General Director

        (c)     Consortium (c/o Gamma):

                Address: 5, Ul. Marsovo Pole, Saint-Petersburg 191186

                Fax:    +7 (812) 118-34-45

                Attention: General Director

11.3    All  notices  or  communications  made in  accordance  or in  connection
        herewith shall be in Russian.

Amendments

12.     Any  amendments  or  additions  hereto  shall  only be  valid if made in
        writing and signed by each of the Parties.

Term of Agreement

13.     This Agreement shall be valid for an indefinite term.

Counterparts

14.     This Agreement is made in seven (7)  counterparts,  one  counterpart per
        Party.

Language of Agreement

15.     This Agreement is made in the Russian language.


                                      -13-

<PAGE>


Applicable Law

16.1    This  Agreement  shall  be  governed  under  the  laws  of  the  Russian
        Federation.

Settlement of Disputes

17.     Any  disputes  that may  arise  with  respect  to this  Agreement  or in
        connection herewith shall be settled in the Moscow City Arbitrazh Court.

Signatures of the Parties

[signature]
S.I. Kuznetsov

General Director, Rostelecom
[seal of Rostelecom]



[signature]
A.A. Nedbai

General Director, NPF Rostelecom-Garantia
[seal of NPF]



[signature]
P.G. Kaplunov

General Director, RTC-LEASING
[seal of RTC-LEASING]



[signature]
Y.I. Novikov

Chairman of the Board, CJSC North-West Telcombank
[seal of North-West Telecombank]



[signature]
D.A. Milovantsev

Director, NP Centre for Research into
Telecommunications Development Problems

                                      -14-



<PAGE>

[seal of NP Centre for Research into
Telecommunications Development Problems]



[signature]
S.V. Povarenkin

Chairman of the Board, LLC CB Russian Industrial Bank
[seal of RIB]



[signature]
D.M. Gerkusov

General Director, CJSC Gamma-Invest
[seal of ZAO Gamma-Invest]



[signature]
A.B. Chastukhin

General Director, CJS KFP-Finance
[seal of KFP-Finance]


                                      -15-


                                     ANNEX 1

                           Purchase and Sale Agreement

THIS SHARE PURCHASE AND SALE  AGREEMENT  (hereinafter,  "Agreement")  is made on
________________ 200___ and in the City of Moscow, Russian Federation.

By and among:

(1)  Open Joint Stock Company of Long Distance and International  Communications
     Rostelecom, located at: 5, Ul.Delegatskaya,  Moscow 103091, registered with
     the Moscow Registration Chamber on September 23, 1993,  registration number
     021.833, represented by General Director S.I. Kuznetsov acting on the basis
     of Charter (hereinafter, "Rostelecom");

     Non-Governmental   Pension   Fund   Rostelecom-Garantia,   located   at  5,
     Ul.Delegatskaya,  Moscow 103091,  registered  with the Moscow  Registration
     Chamber on June 6,  1996,  registration number 139,  represented by General
     Director  A.A. Nedbai  who is acting on the basis of Charter  (hereinafter,
     "NPF");

(hereinafter jointly referred to as the "Initial  Shareholders") as the party on
the first part  hereunder  within the  context  of  Article  308 of the  Russian
Federation Civil Code;

(2)  Open Joint Stock Company RTC-LEASING located at: 5, Ul.Delegatskaya, Moscow
     103091,  registered with the Moscow Registration Chamber on April 25, 1996,
     registration number 060.795,  represented by General Director  ____________
     who is acting under the Charter (hereinafter, "Company"); and

(3)  Closed Joint Stock Company  North-West  Telecombank  located at: 12, Baskov
     per.,  Saint-Petersburg,  191014,  registered  with the Russian  Federation
     Central Bank on March 23, 2000,  registration  number 168,  represented  by
     ____________,  Chairman of the Management  Board of the Bank, who is acting
     under the Charter (hereinafter, "Telecombank");

     Non-Commercial  Partnership  Center for  Research  Into  Telecommunications
     Development  Problems,  located at: 55-2  Ul. Pliuschikha,  Moscow  119121,
     registered  with  the  Moscow  Registration  Chamber  on  April 23,   2001,
     registration  number 002.041.624,  represented by its Director ____________
     who is acting under the Charter (hereinafter, "Partnership");

     Limited  Liability  Company  CB  Russian   Industrial  Bank,   located  at:
     11 Petrovsky   boulevard,   Moscow  103051,   registered  with  the  Moscow
     Registration  Chamber on February  14, 1995,  registration  number 036.055,
     represented by ____________,  Chairman of the Management Board of the Bank,
     who is acting under the Charter (hereinafter, "RIB");

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     Closed Joint Stock Company "GAMMA-Invest",  located at: 5 Ul. Marsovo Pole,
     Saint-Petersburg,  191186,  registered  with the  Registration  Chamber  of
     Saint-Petersburg on July 12, 1994, registration number 6194, represented by
     General Director ____________ who is acting under the Charter (hereinafter,
     "Gamma");

     and

     Closed    Joint    Stock    Company    KFP-FINANCE,    located   at:   24-1
     Ul. Krasnoprudnaya,  Moscow 107140, registered with the Moscow Registration
     Chamber on 20 March, 2001, registration number 001.019.069,  represented by
     General Director ____________ who is acting under the Charter (hereinafter,
     "KFP");

(hereinafter  jointly referred to as the  "Consortium"),  acting as the party on
the  second  part  hereunder  in the  context  of  Article 308  of  the  Russian
Federation Civil Code;

hereinafter jointly referred to as the "Parties" and individually as "Party".

The Parties agreed as follows:

1.   Definitions and Interpretation

1.1 All the terms  defined in the  Shareholders  Agreement  entered  into by the
Parties and dated  September  3, 2001  (hereinafter,  "Shareholders  Agreement")
shall have the same  meanings  in this  Agreement  unless the  context  requires
otherwise.

1.2 The headings  and numbers of the  articles  hereof and the sequence of their
presentation  shall be used  for  convenience  only and  shall  not  affect  the
interpretation hereof.

1.4 If  used  in the  singular  or in  the  plural,  the  terms  interpreted  in
Articles 1.1 shall have the same meanings unless the context requires otherwise.

1.5  Reference to a specific  article or annex shall mean a reference to all its
provisions  (terms).   Reference  to  a  specific  article  or  annex  shall  be
interpreted  as a reference  to an article of this  Agreement or an annex hereto
unless the context requires otherwise.

2. Subject of Agreement

2.1 This Agreement  shall be the main agreement (for the purposes of Article 429
of the Russian Federation Civil Code) with respect to the preliminary  agreement
contained in Article 10.2 of the Shareholders Agreement.

2.2 Under the terms hereof the Consortium shall transfer title to all the shares
of the Additional Issue to the Initial Shareholders and the Initial Shareholders
shall accept the said shares from the  Consortium  and pay to the Consortium the
price equal to the sum of the par value of the total number of common registered
shares of the  Company  placed  under  the  Additional  Issue  title to which is
transferred to the Initial Shareholders on the terms hereof.

3. Transfer of Title to the Additional Issue

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3.1 The  Consortium  shall,  within three (3) business days of the entry of this
Agreement into force,  deliver, to the keeper of the Register of Shareholders of
the Company,  transfer  instructions  in a form  acceptable to the keeper of the
Register of Shareholders of the Company,  to register the shares  comprising the
Additional Issue in the individual  account of one or both Initial  Shareholders
(at the discretion of the latter) in accordance  with the procedure  established
by the Russian Federation Federal Commission for Securities Market.

4. Price Payment Procedure

4.1 The price of the  Additional  Issue Shares shall be paid by bank transfer in
Russian  Federation  Rubles to any of the bank accounts of any of the Consortium
members opened as of the payment date in banks in the Russian Federation.

4.2 The Initial  Shareholders  shall, within three (3) business days of the date
this Agreement  enters into force,  pay to the Consortium the price provided for
under Article 2.2.

4.3  The  obligations  of  the  Initial  Shareholders  and  the  members  of the
Consortium under this Article 4 shall be joint and several within the context of
Article 322 of the Russian Federation Civil Code.

5. Miscellaneous

5.1 This  Agreement  shall  enter into force upon  performance  of all the terms
listed below:

     (1)  the relevant governing bodies of each Party have decided to enter into
          this Agreement.

     (2)  all  the   necessary   approvals,   permits  and  prior   consents  of
          governmental  bodies have been approved if the  procedure  established
          under applicable law is to be applied to the making and performance of
          this Agreement.

The first  business day  following  the Date as of which the terms  specified in
this section are deemed  performed  shall be the Date of entry of this Agreement
into force.

5.2 This Agreement is made in seven (7)  counterparts,  one (1)  counterpart per
Party, each counterpart having equal validity.

5.3 This  Agreement  is made in the  Russian  language  and shall be governed in
accordance with the laws of the Russian Federation.

5.4 Any disputes  which may arise out of or in  connection  with this  Agreement
shall be settled in the Moscow City Arbitrazh Court.

6. Signatures of the Parties

General Director
Rostelecom

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General Director
NPF Rostelecom-Garantia

General Director
RTC-Leasing

Chairman of the Board
North-West Telecombank

Director, NP Center for Research
into Telecommunications Development Problems

Chairman of the Board
CB Russian Industrial Bank

General Director
Gamma-Invest

General Director
KFP-Finance