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                                                                EXHIBIT 10.7






                           DATED AS OF AUGUST 1, 1997







                              AMENDED AND RESTATED
                                SERVICE AGREEMENT





                  PLD TELEKOM INC.              (1)


                  CONOR CARROLL                 (2)




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DATED AS OF August 1, 1997


PARTIES

(1)   PLD TELEKOM INC., a corporation incorporated under the laws of the State
      of Delaware, whose registered office is at c/o CT Corporation System,
      Inc., 1209 Orange Street, Wilmington, Delaware ("the Company"); and

(2)   CONOR CARROLL of 62 Kingwood Road, Fulham, London SW6 6SR, England ("the
      Executive").

RECITALS

      The Company and the Executive are parties to a Service Agreement dated as
of January 1, 1995 (the "Prior Agreement"). As a result of the Company's
continuance to Delaware, the Company and the Executive are entering into this
Amended and Restated Service Agreement with a view to amending and restating the
terms of the Prior Agreement in their entirety to make various changes, inter
alia, to reflect the fact that the Company is now a Delaware corporation.

INTERPRETATION

(3)   In this Agreement, unless the context otherwise requires, the following
      expressions have the meanings set out below:

      the Appointment         the employment of the Executive pursuant to this
                              Agreement;

      the Board               the board of directors of the Company for the
                              time being (including any committee of the
                              Board);

      the Commencement Date   January 1, 1995;

      Compensation Committee  a committee of the Board which determines the
                              annual sum (inclusive of any bonuses and other
                              remuneration) payable to the Executive and other
                              officers and of which a majority consists of
                              non-executive directors;


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      Confidential
      Information             all information which may be imparted in
                              confidence or be of a confidential nature relating
                              to the business or prospective business, plans or
                              internal affairs of the Company or any Group
                              Company and in particular all Know-how, Marketing
                              Information, trade secrets, unpublished
                              information relating to the Company's or any Group
                              Company's intellectual property and any other
                              confidential commercial, financial or technical
                              information relating to the business of the
                              Company or any Group Company or to any customer or
                              supplier, officer or employee of the Company or
                              Group Company or to any member or person
                              interested in the share capital of the Company or
                              any Group Company;

      Documents               documents, disks, memory, notebooks, tapes or any
                              other medium, whether or not eye-readable, on
                              which information may from time to time be
                              recorded;

      the Effective Date      August 1, 1997

      Group Company           any company which directly or indirectly
                              controls, is controlled by, or is under common
                              control with the Company, and references to the
                              "Group Companies" shall be construed
                              accordingly, provided that for greater certainty
                              "Group Company" shall include BECET
                              International and Teleport-TP;

      Know-how                information comprised in formulae,
                              specifications, designs, drawings, component
                              lists, software (or pre-cursor documents),
                              databases, manuals, instructions and catalogues
                              held in whatever form relating to the creation,
                              production or supply of any products or services
                              by the Company or any


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                              Group Company, or by or to any of the suppliers,
                              customers, partners or joint ventures of such
                              company;

      Marketing Information   information relating to the marketing or sales of
                              any products or services of the Company or any
                              Group Company, including lists of customers' and
                              suppliers' names, addresses and contacts, sales
                              targets and statistics, market share and pricing
                              statistics, marketing surveys, research and
                              reports;

      Permitted Interest      an interest in any class of shares or other
                              securities of any company which are traded on a
                              recognized investment exchange which amount to not
                              more than five percent of such class of issued
                              shares or securities and an interest in any units
                              of any authorized unit trust;

      Termination Amount      an amount equal to the amount arrived at
                              by multiplying by 4.0 (or such other amount as
                              may be agreed by the Board and the Executive)
                              the aggregate total of the amount payable to the
                              Executive under Clause 4.1 hereof at the rate in
                              force at the date that the calculation falls to
                              be made and deducting therefrom any taxation or
                              other withholdings required by law; and

      Termination             Date the date of termination or expiration of the
                              Appointment howsoever occurring.

(4)   The expressions "subsidiary" and "affiliate" have the meanings given to
      them by the Delaware General Corporation Law or, in the absence thereof,
      under Delaware law.

(5)   References to Clauses and Parties are respectively to Clauses of and the
      Parties to this Agreement.

(6)   References to any enactment are to be construed as referring also to any
      enactment or re-enactment thereof (whether before or after the date
      hereof), and to any previous enactment

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      which such enactment has replaced (with or without amendment provided that
      the amendment does not change the law as at the date hereof) and to any
      regulation or order made thereunder.

OPERATIVE PROVISIONS

1.    JOB TITLE

      The Company shall employ the Executive and the Executive shall serve the
      Company as Vice President, Operations.

2.    PERIOD OF ENGAGEMENT

      2.1   The Appointment commenced on the Commencement Date and the
            amendments made hereby shall be effective as of the Effective Date.
            Unless terminated earlier under Clause 9, the Appointment will
            continue until terminated by either Party giving to the other not
            less than six (6) months' notice in writing.

      2.2   The Company (and any relevant Group Company) shall not be obliged to
            provide work to the Executive at any time after notice of
            termination of the Appointment shall have been given by either Party
            and the Company may, in its discretion, take any one or more of the
            following steps in respect of all or part of an unexpired period of
            notice:

            (a)   require the Executive to comply with such conditions as it may
                  specify in relation to attending at, or remaining away from,
                  the place(s) of business of the Company and the Group
                  Companies; or

            (b)   withdraw any powers vested in, or duties assigned to, the
                  Executive.

      2.3   Should the Company give notice of termination of the Appointment
            other than pursuant to Clause 9.1 (and whether or not in accordance
            with Clause 2.1), the Company shall forthwith upon giving such
            notice pay to the Executive the Termination Amount. The Executive
            shall have no obligation to mitigate in respect of such payment.
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      2.4   The Company reserves the right at its sole discretion, should the
            Executive give notice of termination of the Appointment in
            accordance with Clause 2.1, to terminate the Appointment with
            immediate effect upon payment to the Executive of a lump sum by way
            of six months' gross salary (defined as the amount payable under
            Sections 4.1 and 4.2) in lieu of notice, which sum shall be deemed
            to be accepted for all purposes by the Executive as satisfaction in
            full of all claims in relation to the Appointment or otherwise.

3.    DUTIES

      3.1   During the term of the Appointment, the Executive shall have the
            following duties and obligations:

            (a)   to serve the Company as Vice President, Operations; and to
                  carry out such other duties and responsibilities as may
                  reasonably and lawfully be delegated to him by the Chief
                  Executive Officer or the Board from time to time during the
                  Appointment;

            (b)   at all times to use all reasonable endeavors to promote the
                  interests and maintain the goodwill of the Company and any
                  other Group Company and not knowingly to do anything which is
                  materially prejudicial or detrimental to the Company or any
                  Group Company;

            (c)   to faithfully and diligently perform his duties and carry out
                  such powers and functions as may from time to time be vested
                  in him by or under the authority of the Chief Executive
                  Officer or the Board;

            (d)   to devote such time and attention as is necessary and the full
                  benefit of his knowledge, expertise and skills in the proper
                  performance of his duties (unless on holiday as permitted by
                  this Agreement or prevented by ill health or accident);

            (e)   to give (in writing if so requested) to the Chief Executive
                  Officer, to the Board, or to such person(s) as the Chief
                  Executive Officer or the Board
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                  may direct, such information and explanations regarding the
                  affairs of the Company or any other Group Company or matters
                  relating to the Appointment as the Board may require; and

            (f)   to comply with any applicable code relating to dealings in
                  securities of the Company and with all lawful directions from
                  time to time given to the Executive by or under the authority
                  of the Chief Executive Officer or the Board and, save as
                  inconsistent with the express terms of this Agreement, all
                  applicable rules and regulations from time to time laid down
                  by the Company concerning its employees.

      3.2   Subject to the provisions of Clause 3.1, the Executive shall have
            such powers and do such acts in the ordinary course of business
            carried on by the Company as the Chief Executive Officer or the
            Board may from time to time delegate to the Executive.

      3.3   The Executive acknowledges that he shall be principally based in the
            Company's Operations office in London, England, but that he may be
            required to attend and work at any of the Company's locations
            (whether within or outside the United States, the Commonwealth of
            Independent States or the United Kingdom) in the manner and on the
            occasions reasonably required from time to time by the Board.

      3.4   The Chief Executive Officer or the Board may require the Executive
            to perform services for any Group Company wherever situated and
            without further fees or remuneration and any duties that he may have
            under this Agreement will be deemed to extend to such Group Company.

      3.5   The hours of work of the Executive are not fixed but are the usual
            working hours of the Company and such additional hours as may be
            necessary to enable him properly to discharge his duties.


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      3.6   The Executive shall:

            (a)   at the request and expense of the Company, submit annually to
                  a medical examination by a medical practitioner nominated by
                  the Company as part of a health screening program and for
                  insurance purposes; and

            (b)   authorize such medical practitioner to disclose to or
                  discuss with the Company's medical advisor any matters
                  arising from such examination; and the Company's medical
                  advisor may notify the Board of any serious matter if, in
                  his opinion, it might materially and adversely affect the
                  health of the Executive or the proper discharge of his
                  duties, provided that the Company shall not disclose to any
                  third party any matters arising from such examination
                  without the previous consent in writing of the Executive.

4.    PAY AND EXPENSES

      4.1   The Company shall pay to the Executive for the proper performance of
            his duties under this Agreement for the balance of 1997 and
            thereafter a salary at an annual rate of $75,000 (or such higher
            rate as the Company may from time to time notify in writing to the
            Executive). Such amount shall be paid in monthly installments.

      4.2   Until the Termination Date, the Company shall pay to the Executive
            (or as the Executive may otherwise direct) 20% of the amount due
            under Clause 4.1 annually, in lieu of all pension, social and other
            benefits whatsoever. Such amount shall be paid at the direction of
            the Executive in monthly installments.

      4.3   The salary payable to the Executive will:

            (a)   accrue from day to day and be payable by equal monthly
                  installments in arrears by not later than the last working day
                  of each month,

            (b)   notwithstanding anything to the contrary contained in the
                  Articles of Incorporation of the Company or equivalent
                  charter document of any other Group Company, be inclusive of
                  any other fees or remuneration of any description which the
                  Executive might be entitled to receive from the


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                  Company or any Group Company or any other company or
                  association in which the Executive holds office as a nominee
                  or representative of the Company or any Group Company (and the
                  Executive shall, at the discretion of the Board, either waive
                  his right to any such remuneration or account to the Company
                  for the same forthwith upon receipt);

            (c)   be paid by credit transfer to the account nominated by the
                  Executive from time to time; and

            (d)   be capable of set-off by the Company from time to time against
                  any liability of the Executive to the Company.

            All payments to the Executive shall be subject to applicable source
            deduction and withholding taxes.

      4.4   From time to time (but not less frequently than April 30 of each
            year of this Agreement) all compensation to the Executive (including
            without limitation salary, bonuses and equity compensation
            arrangements) shall be reviewed by the Compensation Committee.
            Increases or awards are not automatic but will be based on such
            factors as the Compensation Committee may consider relevant,
            provided it is acknowledged that increases or awards are solely in
            the discretion of such Committee and are not required under this
            Agreement. Increases or awards shall to the extent applicable be
            retroactive to the preceding January 1.

      4.5   The Executive hereby authorizes the Company to deduct from any
            remuneration accrued and due to him under the terms of this
            Agreement (whether or not actually paid during the Appointment) or
            from any pay in lieu of notice:

            (a)   any overpayment (whether of salary or expenses or otherwise)
                  or payment made to the Executive by mistake or through any
                  misrepresentation; and

            (b)   any debt owed by the Executive to the Company or any Group
                  Company.


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            Provided that in the case of a debt owed to any Group Company the
            Company shall obtain for the benefit of the Executive a release of
            such debt from such Group Company.

      4.6   The Company shall repay to the Executive or (at the option of the
            Executive) pay all reasonable travelling, hotel, accommodation and
            other expenses properly incurred by the Executive in or about the
            performance of the Executive's duties, subject to the Executive
            having delivered to the Company such form(s) and vouchers or other
            evidence of actual payment of such expenses as the Company may from
            time to time require.

5.    HOLIDAY

      5.1   In addition to the usual public and bank holidays, the Executive
            shall be entitled to 25 days' paid holiday in each holiday year (and
            pro rata for part of each holiday year worked) to be taken at such
            time or times as shall be agreed by the Chief Executive Officer of
            the Company.

      5.2   The holiday year runs from 1 January each year to the following 31
            December. No holiday entitlement may be carried forward from one
            holiday year to the next and no money will be paid in lieu of any
            such untaken holiday entitlement unless otherwise agreed by the
            Compensation Committee.

      5.3   Upon termination of the Appointment, other than pursuant to Clause
            9.1, the Executive's entitlement to holiday will be calculated on
            the basis of two days for each calendar month of service completed
            during the holiday year in which termination occurs and the Company
            shall make a payment in lieu of untaken holiday entitlement.

6.    CONFIDENTIALITY

      6.1   Neither during the continuance of the Appointment, other than in the
            proper course of the Executive's duties and for the benefit of the
            Company, nor after the Termination Date for any reason whatsoever,
            shall the Executive:


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            (a)   use, disclose or communicate to any person any Confidential
                  Information which he shall have come to know or have received
                  or obtained at any time (before or after the date of this
                  Agreement) by reason of or in connection with this
                  Appointment; or

            (b)   copy or reproduce in any form or by or on any media or device
                  or allow others access to or to copy or reproduce Documents
                  containing Confidential Information.

      6.2   The Executive acknowledges that all Documents containing
            Confidential Information at any time in his control or possession
            are and shall at all times remain the absolute property of the
            Company and the Executive undertakes, both during the Appointment
            and after the Termination Date:

            (a)   to exercise due care and diligence to avoid any unauthorized
                  publication, disclosure or use of Confidential Information and
                  any Documents containing or referring to it;

            (b)   at the direction of the Board, to deliver up any Confidential
                  Information (including all copies of all Documents whether or
                  not lawfully made or obtained) or to delete Confidential
                  Information from any re-usable medium; and

            (c)   to do such things and sign such documents at the expense of
                  the Company as shall be reasonably necessary to give effect to
                  this Clause and/or to provide evidence that it has been
                  complied with.

      6.3   The restrictions in Clause 6.1:

            (a)   will not restrict the Executive from disclosing (but only to
                  the proper recipient) any Confidential Information which the
                  Executive is required to disclose by law or any order of the
                  court or any relevant regulatory body (including any stock
                  exchange upon which the shares or other securities of the
                  Company are or are proposed to be traded), provided that the
                  Executive
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                  shall, unless obliged by law, have given prior written notice
                  to the Company of the requirement and of the information to be
                  disclosed and allowed the Company an opportunity to comment on
                  the requirement before making the disclosure, and

            (b)   will not apply to Confidential Information which is or which
                  comes into the public domain otherwise than as a result of an
                  unauthorized disclosure by the Executive or any other person
                  who owes the Company an obligation of confidentiality in
                  relation to the information disclosed.

      6.4   The Executive acknowledges that the restrictions set out in this
            Clause 6 are without prejudice to any other duties of
            confidentiality owed to the Company whether express or implied and
            are to survive the termination of the Appointment (howsoever
            arising).

7.    FURTHER RESTRICTIONS

      7.1   Unless agreed by the Board in advance, the Executive shall not (a)
            during the Appointment carry on or be concerned, engaged or
            interested directly or indirectly (whether as principal,
            shareholder, partner, employee, officer, agent or otherwise) in any
            trade or business other than that of the Company and shall not
            engage in any other activity which the Company reasonably considers
            may impair his ability to perform his duties under this Agreement;
            and (b) for a period of equal to the greater of (i) twelve months
            following the Termination Date and (ii) the period the Executive
            receives remuneration hereunder following the Termination Date,
            carry on or be concerned, engaged or interested directly or
            indirectly (whether as principal, shareholder, partner, employee,
            officer, agent or otherwise) in any trade or business which is in
            competition with the business of the Company or any Group Company
            carried on at the Termination Date in any country in which the
            Company (or any entity in which the Company has a greater than 25 %
            economic interest) operates; provided that the foregoing shall not
            apply to a Permitted Interest.


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      7.2   The Executive shall not during the Appointment and for a period of
            six months thereafter either on his own behalf or on behalf of any
            person, firm or company:

            (a)   solicit or endeavor to entice away from the Company an actual
                  employee, or discourage from being employed by the Company any
                  person who, to the knowledge of the Executive, is an employee
                  or a prospective employee of the Company; or

            (b)   employ or procure another person to employ any such person.

      7.3   The restrictions set out in this Clause 7 are without prejudice to
            any other fiduciary duties owed to the Company whether express or
            implied.

8.    ABSENCE, ILLNESS AND INCAPACITY

      8.1   If at any time the Executive is prevented by reason of ill-health,
            accident or other incapacity from properly performing his duties he
            shall promptly furnish to the Company, if required, evidence of such
            incapacity in a form reasonably satisfactory to the Board.

      8.2   The Company shall pay the Executive the amounts payable under
            Clauses 4.1 and 4.2 for the first 180 days in aggregate in any
            calendar year of absence due to illness or other incapacity of the
            Executive, but shall not be required to pay the Executive any salary
            or other remuneration for any further periods of such absence in any
            calendar year, although it may at its discretion do so.

9.    TERMINATION

      9.1   The Company may at any time terminate the Appointment with
            immediate effect (or any such longer period of notice as the
            Company shall see fit) by giving the Executive written notice
            if the Executive shall have:

            (a)   been guilty of gross default or gross misconduct in
                  respect of his duties hereunder or otherwise as a
                  director or officer of the Company or any Group Company;


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                  (b)   committed any material breach or non-observance or,
                        after having been given warning in writing, any
                        repeated or continued material breach or material
                        non-observance of any of his duties or any of his
                        express or implied obligations arising from the
                        Appointment or otherwise as a director or officer of
                        the Company or Group Company including refusing to
                        comply with any proper, reasonable and lawful
                        instructions given to him by the Board;

                  (c)   been guilty of conduct or permitted or suffered events
                        tending in the reasonable opinion of the Board to bring
                        themselves, the Company or any Group Company into
                        disrepute;

                  (d)   become prevented by any applicable law or regulation
                        from continuing as a director or officer of the Company
                        or performing any of his duties;

                  (e)   committed any act of fraud or dishonesty (whether or not
                        connected with the Appointment) or committed any act
                        which, in the reasonable opinion of the Board,
                        materially and adversely affects his ability properly to
                        carry out his duties and which is likely to bring the
                        Company into disrepute;

                  (f)   become bankrupt or claimed the benefit of any Act for
                        the time being in force for the relief of insolvent
                        debtors or proposed or made any arrangement or
                        composition with their creditors;

                  (g)   been convicted of a criminal offence (excluding an
                        offence under road traffic legislation in respect of
                        which he is not sentenced to a term of imprisonment,
                        whether immediate or suspended); or

                  (h)   become of unsound mind, as certified by a recognized
                        doctor of psychiatry.

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      9.2   Upon termination of the Appointment however arising:

            (a)   The Executive shall, without prejudice for any claim that
                  may arise out of the termination of this Appointment,
                  forthwith at the request of the Board resign as a director
                  of the Company and from all offices held by him in any Group
                  Company and from all other appointments or offices which he
                  holds as nominee or representative of the Company or any
                  Group Company and, if he fails so to do, the Company is
                  irrevocably authorized by the Executive to appoint some
                  person in his name and on his behalf to execute such
                  documents and to do such other things as are reasonably
                  necessary to give effect to such resignations; and

            (b)   The Executive (or, if he shall be dead, of unsound mind or
                  bankrupt), his personal representatives or such other
                  persons as shall be appointed to administer his estate and
                  affairs shall deliver up to the Company in accordance with
                  the directions of the Board all keys, security passes,
                  credit cards, Documents and other property belonging to or
                  relating to the businesses or affairs of the Company or any
                  Group Company, including all copies of all Documents
                  containing Confidential Information which may be in his
                  possession or under his control (or that of his personal
                  representatives or such other persons), and shall not retain
                  copies, extracts or notes of any of the same.

      9.3   The Executive shall have no claim against the Company in respect of
            the termination of the Appointment by reason of the merger,
            consolidation, continuation, dissolution or liquidation, or the sale
            of all or substantially all of the assets of the Company, provided
            that the Executive shall have first been offered in writing a new
            appointment with the successor or surviving company on terms no less
            favorable to him than under this Agreement.


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10.   CHANGE OF CONTROL

      10.1  If at any time there shall occur a "Change of Control" as that term
            is defined in the Company's 1997 Equity Compensation Plan, the
            Executive may at any time terminate this Agreement by giving to the
            Company not less than three months notice in writing to that effect.

      10.2  In the event of such termination, the Company shall pay the
            Executive upon the expiration of such notice, the Termination Amount
            but without any obligation to mitigate.

11.   NOTICES

      Notices by either party:

            (a)   must be in writing addressed:

                  (i)   to the Company at its registered office for the time
                        being; and

                  (ii)  to the Executive at the address set out in this
                        Agreement or such other address as may be notified to
                        the Company from time to time.

            (b)   will be effectively served:

                  (i)   on the day of receipt, where any hand-delivered letter
                        or facsimile transmission is received on a business day
                        before or during normal working hours;

                  (ii)  on the following business day, where any hand-delivered
                        letter or facsimile transmission is received either on a
                        business day after normal working hours or on any other
                        day; or

                  (iii) on the fifth business day following the day of posting
                        to an overseas address of any prepaid airmail letter.

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12.   INDEMNITY

      12.1  The Company agrees, for the avoidance of doubt, that in addition to
            the protection offered by the By-laws of the Company, insofar as it
            is lawfully able, to indemnify the Executive for all proper and
            reasonable costs and expenses of lawyers (including disbursements
            and applicable taxes) incurred by the Executive in connection with
            or in relation to any claim, action or proceedings brought by any
            person arising out of any allegation against the Executive in
            respect of any act or omission by him in the course of carrying out
            his duties under this Agreement and in which the Executive is a
            defendant.

      12.2  This indemnity will continue to apply for the period of the
            Appointment and for a further period of six years after the
            Executive's employment with the Company has come to an end provided
            that the Executive:

            (a)   instructs lawyers approved in writing by the Company;

            (b)   acts in accordance with their advice;

            (c)   instructs the lawyers to provide copies of correspondence and
                  other documentation to the Company and authorizes them to
                  provide any information to the Company on request;

            (d)   has not been guilty of gross misconduct or any breach of
                  contract, or has not been the subject of any of the other
                  conditions or circumstances set out in Clause 9.1, pursuant to
                  which the Company is entitled summarily to terminate this
                  Agreement; and

            (e)   has not (after the expiry of the Appointment) acted in breach
                  of any of his continuing obligations under this Agreement or
                  any other agreement entered into by him with the Company.


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13.   GENERAL

      13.1  This Agreement, which contains all the terms of the Appointment, is
            in substitution for all contracts between the Company and any Group
            Company and the Executive (whether written, oral or governed by a
            course of dealings) dated prior to the date hereof which shall be
            deemed to have terminated with effect from the Effective Date.

      13.2  The waiver, express or implied, by either Party of any right under
            this Agreement or any failure to perform or breach by the other
            shall not constitute or be deemed a waiver of any other right under
            this Agreement or of the same right on another occasion.

      13.3  No amendment, change or addition to the terms of this Agreement
            shall be effective or binding on either Party unless reduced to
            writing and executed by both Parties.

      13.4  The Executive represents and warrants that, other than as notified
            in writing to the Board, he is not a party to any agreement,
            contract (whether of employment or otherwise) or understanding which
            would in any way restrict or prohibit the Executive from undertaking
            or performing any of the duties of the Appointment in accordance
            with this Agreement.

      13.5  The Executive undertakes not to disclose or communicate any terms of
            the Appointment to any other employee of any Group Company or to any
            third party (other than for the purpose of obtaining professional
            advice or other than as required by applicable law, including the
            securities laws and regulations of the United States).

      13.6  Any provision of this Agreement which contemplates or is capable of
            operation after the termination of the Appointment shall apply
            notwithstanding termination of the Appointment howsoever arising.


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      13.7  This Agreement is governed by and is to be construed in accordance
            with the laws of the State of New York and the Parties hereby submit
            to the non-exclusive jurisdiction of the Courts of the State of New
            York with respect to all matters relating to this Agreement.

      13.8  The Executive hereby appoints CT Corporation System, 1633 Broadway,
            New York, NY 10019 for service of process in connection with legal
            proceedings in New York and arising under or in connection with this
            Agreement.

      IN WITNESS WHEREOF the Parties have executed this Amended and Restated
Agreement.



Attest:                                PLD TELEKOM INC.


s/s E. CLIVE ANDERSON                  By: s/s JAMES HATT
------------------------                  -----------------------------
Secretary                                 Chairman

s/s E. CLIVE ANDESON                      s/s CONOR CARROLL
------------------------                  -----------------------------
Witness                                   Conor Carroll