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                                                                EXHIBIT 10.8






                         DATED AS OF NOVEMBER 26, 1997





                               SERVICE AGREEMENT





            PLD TELEKOM INC.                                   (1)


            BORIS ANTONIUK                                     (2)


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DATED AS OF NOVEMBER 26, 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)      Boris Antoniuk of Prospect Mira, VVC, Moscow Russia ("the Employee").

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 Employee
                                           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             November 26, 1997;

         Compensation Committee            a committee of the Board which
                                           determines the annual sum (inclusive
                                           of any bonuses and other
                                           remuneration) payable to the
                                           Employee and other senior employees
                                           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;

         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,
                                           Teleport-TP and MTR-Sviaz;

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





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         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;

         Supervisor                        the Chief Executive Officer of the
                                           Company;

         Termination Amount                an amount equal to the amount
                                           arrived at by multiplying by 2.0 (or
                                           such other amount as may be agreed
                                           by the Board and the Employee) the
                                           aggregate total of the amount
                                           payable to the Employee 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 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.





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OPERATIVE PROVISIONS

1.       JOB TITLE

         The Company shall employ the Employee and the Employee shall serve the
         Company as Group Director - Russia and CIS.  The Company reserves the
         right to change the Employee's title to reflect any change in his
         responsibilities.

2.       PERIOD OF ENGAGEMENT

         2.1     The Appointment shall commence on the Commencement Date and
                 shall continue until earlier terminated (i) by either Party
                 giving to the other not less than six months' notice in
                 writing or (ii) pursuant to the provisions of Clause 11
                 hereof.

         2.2     The Company (and any relevant Group Company) shall not be
                 obliged to provide work to the Employee 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 Employee 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 Employee.

3.       DUTIES

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

                 (a)      to serve the Company as Group Director - Russia and
                          CIS and to carry out the proper duties assigned to
                          him from time to time by the Supervisor or the Board,
                          and reporting to the Supervisor;

                 (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





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                          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 Supervisor 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
                          Supervisor or the Board, or to such person(s) as
                          either 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 Supervisor or 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
                          Employee by or under the authority of the Supervisor
                          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 Employee shall
                 have such powers and do such acts in the ordinary course of
                 business carried on by the Company and any Group Company as
                 the Board and/or the Supervisor may from time to time delegate
                 to the Employee.

         3.3     The Employee acknowledges that the executive offices of the
                 Company are in New York, New York and that the Employee shall
                 attend and work at any of the Company's locations (whether
                 within or outside the Commonwealth of Independent States, the
                 United States or the United Kingdom) in the manner and on the
                 occasions reasonably required from time to time by the
                 Supervisor or the Board.





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         3.4     The Board may require the Employee 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 Employee 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.

         3.6     The Employee 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
                          Employee 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
                          Employee.

4.       PAY, BENEFITS AND EXPENSES

         4.1     The Company shall pay to the Employee for the proper
                 performance of his duties under this Agreement a salary at an
                 annual rate of US$50,000 which will be reviewed each year in
                 accordance with the provisions of Clause 4.5.

         4.2     The salary payable to the Employee 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 Certificate of Incorporation of the Company, be
                          inclusive of any other fees or





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                          remuneration of any description which the Employee
                          might be entitled to (or may in fact) receive from
                          the Company (and the Employee shall, at the
                          discretion of the Board, either waive his right to
                          any such remuneration, account to the Company for the
                          same forthwith upon receipt or credit such
                          remuneration against future salary payable to the
                          Employee by the Company);

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

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

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

         4.3     The Company may, in its discretion, pay the Employee in lieu
                 of all or any unexpired period of notice a sum equal to the
                 salary and benefits which the Employee would have received in
                 such period whereupon this Agreement shall terminate with
                 immediate effect.

         4.4     All payments to the Employee shall be subject to any
                 deductions or withholdings required by law to be made in any
                 country in respect of or on account of taxation, social
                 security or any other similar levies or charges; provided that
                 any social taxes which may be payable in Russia in respect of
                 the Employee's services hereunder shall be the responsibility
                 of the Company.

         4.5     From time to time (but not less frequently than April 30 of
                 each year of this Agreement) all compensation to the Employee
                 (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.





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         4.6     During the Appointment, the Employee shall be eligible to
                 participate in any equity compensation or bonus plans which
                 may be established by the Company from time to time.  It is
                 acknowledged that all grants or payments made under such plans
                 shall be at the sole discretion of the Compensation Committee.

         4.7     The Company shall include the Employee during the Appointment
                 in all employee benefit plans or programs established for the
                 same class of employees as the Employee.  Without limiting the
                 generality of the foregoing, the Company will pay for the cost
                 of private medical insurance with BUPA International at Scale
                 A rates and for private dental insurance for the Employee and
                 his immediate family.

         4.8     The Employee 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 Employee by mistake
                          or through any misrepresentation; and

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

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

         4.9     The Company shall repay to the Employee or (at the option of
                 the Employee) pay all reasonable traveling, hotel,
                 accommodation and other expenses properly incurred by the
                 Employee in or about the performance of the Employee's duties,
                 subject to the Employee 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.

         4.10    The Company will provide the Employee with a car to a maximum
                 value of





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                 US$50,000 (this to be inclusive of import and customs duties
                 or levies, VAT, road tax, licensing and insurance) and the
                 Company shall pay all reasonable maintenance, annual insurance
                 and other reasonable running costs (including fuel), including
                 the monthly salary of a driver not to exceed $1,000 per month.

         4.11    The Company will pay to the Employee all reasonable expenses
                 properly incurred by him in respect of his use of his private
                 domestic telephone for all calls and on receipt of any
                 documentation required by the Company.

         4.12    The Company will pay for the reasonable costs of five
                 professional subscriptions per annum for the Employee.

         4.13    During the Appointment the Company will provide the Employee
                 and his wife with one business class return air ticket per
                 annum from Russia.

         4.14    The Company will pay for all reasonable costs incurred by the
                 Employee in respect of professional advice given by third
                 parties concerning the Employee's personal liability to both
                 Russian and foreign country taxation.

         4.15    The Company will also pay on behalf of the Employee (or
                 reimburse the Employee for) the amount of any income taxes due
                 to any country other than Russia in respect of the salary and
                 other benefits which the Employee receives pursuant to this
                 Agreement, and in addition, if the Employee is required to
                 treat the amount paid or reimbursed by the Company as
                 additional income, shall pay (or reimburse the Employee for)
                 any additional income tax which the Employee may be required
                 to pay by reason of the receipt of such amount.

5.       HOLIDAY

         5.1     In addition to the usual public and bank holidays in the
                 Employee's country of residence, the Employee shall be
                 entitled to 25 business 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
                 Supervisor.

         5.2     The holiday year runs from 1 January each year to the
                 following 31 December.  The Employee shall be entitled to
                 carry forward any unused holiday entitlement which he has been
                 precluded from taking at the request of the Company up to a
                 maximum of 10 days per annum.





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         5.3     Upon termination of the Appointment, other than pursuant to
                 Clause 11.1, the Employee'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 Employee's duties and for the
                 benefit of the Company, nor after the Termination Date for any
                 reason whatsoever, shall the Employee:

                 (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 Employee 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 Employee 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.





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         6.3     The restrictions in Clause 6.1:

                 (a)      will not restrict the Employee from disclosing (but
                          only to the proper recipient) any Confidential
                          Information which the Employee 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 Employee 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
                          Employee or any other person who owes the Company an
                          obligation of confidentiality in relation to the
                          information disclosed.

         6.4     The Employee 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     The Employee 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
                 Employee 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





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                 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.

         7.2     The Employee shall not for a period of twelve months from the
                 Termination Date either on his own behalf or on behalf of any
                 person, firm or company in relation to the business activities
                 of the Company in which the Employee has been engaged or
                 involved directly or indirectly:

                 (a)      solicit, approach or offer goods or services to or
                 entice away from the Company any person, firm or company who
                 at the Termination Date (or at any time during six months
                 prior to the Termination Date) was a client or customer of the
                 Company and in each case with whom the Employee (or any other
                 employee on his behalf or under his direct instruction) has
                 been actively engaged or involved by virtue of his duties
                 hereunder; or

                 (a)      deal with or accept custom from any person, firm or
                          company who at the Termination Date (or at any time
                          during six months prior to the Termination Date) was
                          a client or customer of the company and in each case
                          with whom the Employee (or any other employee on his
                          behalf or under his direct instruction) has been
                          actively engaged or involved by virtue of his duties
                          hereunder; or

                 (b)      solicit or approach or offer goods or services to or
                          entice away from the Company any person, firm or
                          company who at the Termination Date (or at any time
                          during six months prior to the Termination Date) was
                          a supplier, agent or distributor of the Company and
                          in each case with whom the Employee (or any other
                          employee on his behalf or under his direct
                          instruction) has been actively engaged or involved by
                          virtue of his duties hereunder; or

                 (c)      deal with or interfere with any person, firm or
                          company who at the Termination Date (or at any time
                          during six months prior to the Termination Date) was
                          a supplier, agent or distributor of the Company and
                          in each case with whom the Employee (or any other
                          employee on





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                          his behalf or under his direct instruction) has been
                          actively engaged or involved by virtue of his duties
                          hereunder.

                 PROVIDED THAT nothing contained in these paragraphs (a) to (d)
                 shall prohibit the Employee from carrying out any activities
                 which are not in competition with any part of the business of
                 the Company with which the Employee was involved in six months
                 prior to the Termination Date.

         7.3     The Employee shall not during the Appointment and for a period
                 of twelve 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 Employee, is an employee or a prospective
                          employee of the Company; or

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

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





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8.       REMEDIES

         The Employee expressly acknowledges that the remedy at law for any
         breach of Clauses 6 and 7 will be inadequate and that upon any breach
         or threatened breach, the Company shall be entitled as a matter of
         right to injunctive relief in any court of competent jurisdiction, in
         equity or otherwise, and to enforce the specific performance of the
         Employee's obligations under those provisions without the necessity of
         proving the actual damage to the Company or the inadequacy of a legal
         remedy.  Subject to the remainder of this Clause 8, the rights
         conferred upon the Company by the preceding sentence shall not be
         exclusive of, but shall be in addition to, any other rights or
         remedies which the Company may have at law, in equity or otherwise.

9.       COMPANY POLICIES REGARDING EMPLOYEE STANDARDS OF CONDUCT AND
         SECURITIES TRADING

         9.1     The Employee acknowledges and agrees as follows:

         (a)     It is the policy of the Company to abide by the spirit as well
                 as the letter of the law applicable to the conduct of its
                 business and that of the Group Companies in every jurisdiction
                 where it and they operate.  Whenever in the course of his
                 employment the Employee has a question as the legality of or
                 propriety of any proposed action or course of conduct, he
                 shall obtain advice from the General Counsel of the Company
                 before proceeding.

         (b)     The Employee will not authorize, make or participate in a
                 payment of money or a gift of Company or Group Company
                 materials, equipment, services or facilities or anything else
                 of value to:

                 (i)      any governmental agency or official;

                 (ii)     any non-governmental customer or prospective
                          customer; or

                 (iii)    employees agents or associates of such persons,

                 for the purpose of promoting or retaining business for the
                 Company or any Group Company or inducing the recipient to
                 grant favorable treatment to, or forego any claim against, the
                 Company or any Group Company.

         (c)     The Employee will not make any contribution of Company or Group





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                 Company funds, materials, equipment, facilities or services or
                 anything else of value to any candidate for public office or
                 any political party or committee unless the making of such
                 contribution is legal in the jurisdiction in which it is
                 proposed to be made and has been specifically authorized by
                 the Board.

         (d)     All assets and liabilities and items of revenue and expense of
                 the Company and each Group Company must be recorded in its
                 regular books and records.  All payments (other that payments
                 covered by normal petty cash procedures) on behalf of the
                 Company or any Group Company of any amounts required by law or
                 contract to be made shall be made only by check drawn against
                 a regularly constituted account of the Company or the
                 appropriate Group Company or other commercially acceptable
                 means for transfer of funds which is supported by written
                 evidence.

         9.2     The Employee hereby confirms that he has received, read and
                 understands, and agrees to comply with, the June 1997 Policy
                 Statement on Securities Trading by PLD Telekom Inc. Personnel,
                 and has retained a copy of such policy for his reference.

10.      ABSENCE, ILLNESS AND INCAPACITY

         10.1    If at any time the Employee 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.

         10.2    The Company shall pay the Employee 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 Employee, but shall not be required to pay the Employee
                 any salary or other remuneration for any further periods of
                 such absence in any calendar year, although it may at its
                 discretion do so.

         10.3    The Company shall provide long-term disability coverage which
                 shall provide for disability payments in an amount not less
                 than 40% of basic salary commencing after the Employee has
                 been incapacitated from properly performing his duties for a
                 period of 180 days.





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11.      TERMINATION

         11.1    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 Employee written notice
                 in any of the following events:

                 (a)      If the Employee at the time the notice is given is
                          prevented by reason of ill health or accident or
                          other incapacity from properly performing his duties
                          and has been so prevented (whether by the same or
                          another reason) for at least a continuous period of
                          180 days or for an aggregate period of at least 180
                          days (whether or not, in either case, working days)
                          in the preceding twelve months:

                 (b)      If the Employee shall have:

                          (i)     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;

                          (ii)    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 and/or the Supervisor;

                          (iii)   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;

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

                          (v)     committed any act of fraud or dishonesty
                                  (whether or not connected with the
                                  Appointment) or committed any act which,





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<PAGE>   18
                                  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;

                          (vi)    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;

                          (vii)   been convicted of a felony or other crime
                                  involving moral turpitude; or

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

         11.2    Upon termination of the Appointment however arising:

                 (a)      The Employee 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 Employee 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 Employee (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.





                                       18

<PAGE>   19
         11.3    The Employee 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 Employee 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.

12.      CHANGE OF CONTROL

         12.1    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 Employee may at any time terminate this agreement by
                 giving to the Company not less than three months notice in
                 writing to that effect.

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

13.      NOTICES

         Notices by either party:

                 (a)      must be in writing addressed:

                          (i)     to the Company at the address set out in this
                                  Agreement; and

                          (ii)    to the Employee 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





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<PAGE>   20
                          (iii)   on the fifth business day following the day
                                  of posting to an overseas address of any
                                  prepaid airmail letter.

14.      INDEMNITY.

         14.1    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
                 Employee for all proper and reasonable costs and expenses of
                 lawyers (including disbursements and applicable taxes)
                 incurred by the Employee in connection with or in relation to
                 any claim, action or proceedings brought by any person arising
                 out of any allegation against the Employee in respect of any
                 act or omission by him in the course of carrying out his
                 duties under this Agreement and in which the Employee is a
                 defendant.

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

                 (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 authorize them to provide any information to the
                          Company on request;

                 (d)      has not been guilty of gross misconduct or any breach
                          of contract, or as not been the subject of any of the
                          other conditions or circumstances set out in Clause
                          11.1(b) 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.

15.      GENERAL

         15.1    This Agreement, which contains all the terms of the
                 Appointment, is in substitution for all contracts between the
                 Company and any Group Company





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<PAGE>   21
                 and the Employee (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 Commencement
                 Date.

         15.2    Unless the context of this Agreement clearly requires
                 otherwise, (a) references to the plural include the singular,
                 the singular the plural, the part the whole, and (b)
                 references to one gender include all genders.  The section and
                 other headings contained in this Agreement are for reference
                 purposes only and shall not control or affect the construction
                 of this Agreement or the interpretation thereof in any
                 respect.

         15.3    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.

         15.4    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.

         15.5    The Employee 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
                 Employee from undertaking or performing any of the duties of
                 the Appointment in accordance with this Agreement.

         15.6    The Employee 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).

         15.7    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.





                                       21

<PAGE>   22
         15.8    If any provision of this Agreement or application thereof to
                 anyone under any circumstances is adjudicated to be invalid or
                 unenforceable in any jurisdiction, such invalidity or
                 unenforceability shall not affect any other provisions or
                 applications of this Agreement which can be given effect
                 without the invalid or unenforceable provision or application
                 and shall not invalidate or render unenforceable such
                 provision in any jurisdiction.

         15.9    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.

         15.10   The Employee 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.





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<PAGE>   23
         IN WITNESS WHEREOF the Parties have executed this Agreement.


Attest:                                            PLD TELEKOM INC.





s/s DOROTHEA H. HATT                              By: s/s JAMES R.S. HATT
-----------------------------                         -----------------------





s/s DOROTHEA H. HATT                               s/s BORIS ANTONIUK
-----------------------------                      --------------------------
Witness                                            Boris Antoniuk







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