<PAGE>   1
                                                                EXHIBIT 10.48





                        DATED     26TH   NOVEMBER   1997





                               PLICOM LIMITED (1)

                             TECHNOCOM LIMITED (2)

                              PLD TELEKOM INC. (3)

                                MARK KLABIN (4)

                        ---------------------------------

                            SHARE PURCHASE AGREEMENT

                        ---------------------------------





<PAGE>   2





THIS AGREEMENT is dated  26th  November 1997

and made BETWEEN

(1)        PLICOM LIMITED (a company incorporated under the Irish Companies Act
           1963 to 1990 with registered number 214427) whose registered office
           is at First Floor, 14-15 Parliament Street, Dublin 2, Ireland ("the
           Vendor");

(2)        TECHNOCOM LIMITED (a company incorporated under the Irish Companies
           Acts 1963 to 1990 with registered number 183622) whose registered
           office is at 1 Earlsfort Centre, Hatch Street, Dublin 2, Ireland,
           and whose particulars are as set forth in Schedule I hereto
           ("Technocom");

(3)        PLD TELEKOM INC.  (previously named "Petersburg Long Distance Inc.")
           (a company incorporated in the State of Delaware, U.S.A.) whose
           registered office is at 1209 Orange Street, Wilmington, Delaware
           18901, U.S.A. ("the Purchaser"); and

(4)        MARK KLABIN of Rauhensteingasse 10, Vienna, AIO-10, Austria ("Mr.
           Klabin")

WHEREAS:

(A)        The Vendor owns Fifty-Nine (59) Ordinary Shares of Technocom which
           it holds subject to the Subscription and Shareholders Agreement
           relating to Technocom dated 28th December 1994, as heretofore
           amended or supplemented (the "Shareholder Agreement"); and

(B)        The Purchaser desires to acquire, and the Vendor desires to sell
           Thirty (30) of such Ordinary Shares, subject to all of the terms and
           conditions of this Agreement.

NOW IT IS HEREBY AGREED as follows:

1.1        INTERPRETATION

           In this Agreement (including the Introduction and Schedules), unless
           the context otherwise requires, the following words and expressions
           have the meanings shown:


<TABLE>
           <S>                                       <C>
           Board                                     the board of directors of Technocom

           Business Day                              a day, other than a Saturday or Sunday, on
                                                     which banks in each of the cities of Dublin,
                                                     New York and London generally are open for
                                                     normal banking business


           the Completion Date                       November 26, 1997
</TABLE>





                                       1
<PAGE>   3
<TABLE>
           <S>                                       <C>
           Elite                                     Elite International Limited

           a Member of the same Group                means, as regards any company, a company
                                                     which is for the time being a holding company
                                                     of that company or a subsidiary of that
                                                     company or any such holding company

           the Parties                               the parties to this Agreement

           the Shares                                the thirty (30) Ordinary Shares of Technocom
                                                     being purchased by the Purchaser
                                                     from the Vendor hereunder

           the Vendor's Solicitors                   Charles Russell of 8-10 New Fetter Lane,
                                                     London EC4A 1RS

           Warranties                                the warranties, representations and
                                                     undertakings given in Clause 5
</TABLE>

1.2        All references to statutory provisions or enactments shall include
           references to any amendment, modification or re-enactment of any
           such provision or enactment, and to any regulation or order made
           under such provision or enactment (in any case before the date of
           this Agreement).

1.3        The term "holding company" shall have the meaning attributed to it
           in sections 736 and 736A of the United Kingdom Companies Act 1985
           (as amended) and a company or other entity shall be a "subsidiary"
           for the purposes of this Agreement if it falls within any of the
           meanings attributed to a "subsidiary" in such sections or the
           meaning attributed to the term "subsidiary undertaking" in section
           258 of such Act, and a company shall be an "associate" if it falls
           within the meaning attributed to an "associated undertaking" in
           paragraph 20 of Schedule 4A to such Act and the terms
           "subsidiaries", "associates" and "holding companies" are to be
           construed accordingly.

1.4        References in this Agreement and the Schedules to the Parties, the
           Introduction, Schedules and Clauses are references respectively to
           the Parties, the Introduction and Schedules to and Clauses of this
           Agreement.

1.5        Save where the context specifically requires otherwise, words
           importing one gender shall be treated as importing any gender, words
           importing individuals shall be treated as importing corporations and
           vice versa, words importing the singular shall be treated as
           importing the plural and vice versa, and words importing the whole
           shall be treated as including a reference to any part thereof.

1.6        Clause and paragraph headings are inserted for ease of reference
           only and shall not





                                       2
<PAGE>   4
           affect construction.

1.7        For the avoidance of doubt, any references in this Agreement to a
           statutory and other regulatory provision in force in the United
           Kingdom or the Republic of Ireland (as the case may be) shall,
           unless the context otherwise requires, also include a reference to
           the equivalent or analogous provision under Irish, English or other
           law applicable to the relevant company.

1.8        Reference to a document "in the agreed form" shall be to a document
           in a form agreed between the Parties and initialled for purposes of
           identification only by the Vendor's Solicitors (on behalf of the
           Vendor and Mr Klabin) and E. Clive Anderson (on behalf of the
           Purchaser and Technocom).

2.         SALE AND PURCHASE OF THE SHARES

           The Vendor shall sell the Shares with effect from Completion and the
           Purchaser (relying on the representations, warranties and
           undertakings contained herein on the part of the Vendor and the
           fulfillment of all conditions to such purchase contained herein)
           shall purchase the Shares with any dividends, distributions and
           rights declared, created or arising on or after the Completion Date,
           and free from all claims, charges, liens, encumbrances, options,
           rights of pre-emption or equities.

3.         CONSIDERATION

           In consideration of the sale of the Shares in accordance with the
           terms of this Agreement, the Purchaser shall pay to the Vendor at
           Completion the sum of US$18,500,000 (eighteen million five hundred
           thousand US dollars) in cash by telegraphic transfer to an account
           or accounts nominated by the Vendor.

4.         COMPLETION

4.1        Completion shall take place at the offices of the Vendor's
           Solicitors (or any other location agreed upon by the Vendor and the
           Purchaser) on the Completion Date.

4.2        At Completion:

           (a)     the Vendor shall deliver (where appropriate as agent for
                   Technocom) to the Purchaser:

                   (i)      a transfer in respect of the Shares duly executed
                            by the Vendor in favour of the Purchaser or as it
                            may direct;

                   (ii)     a certificate for the Shares and any other
                            documents which may be required to give good title
                            to  the Shares and to enable the Purchaser to
                            procure registration of the same in its name or as
                            it may direct;





                                       3
<PAGE>   5
                   (iii)    the resignation in the agreed form of Mr Klabin as
                            Managing Director (but not as a director) of
                            Technocom, together  with documentation in the
                            agreed form  (A)  directing the banks in which
                            Technocom has accounts that his authority to
                            execute cheques, notes, payment orders and other
                            similar payment directions to such banks is
                            terminated, and  (B)  acknowledging that any and
                            all other authority that he may have or have had to
                            execute documents on behalf of, or to bind or
                            commit Technocom, is similarly terminated; and

                   (iv)     the approval in the agreed form of Mr Klabin of the
                            accounts of Rosh Telecom Limited for 1996 and the
                            termination of the US$ 6,000 monthly retainer
                            currently being paid to Professor Krotov (or to
                            Rosh Petersburg on his behalf);

           (b)     the Purchaser shall deliver the sum of US$ 18,500,000 by
                   telegraphic transfer to the account(s) nominated by the
                   Vendor;

           (c)     the Purchaser shall deliver to the Vendor a promissory note
                   in the form attached hereto as Schedule II;

           (d)     the Parties shall procure the passing of  resolutions of
                   the Board resolving:

                   (i)      to register the share transfer referred to in
                            subclause (a) (i) above, subject only to due
                            stamping;

                   (ii)     to approve a three year business plan for Technocom
                            and its subsidiaries, including capital and
                            operating budgets; and

                   (ii)     to approve the Technocom accounts for 1994, 1995
                            and 1996;

           (e)     the Parties shall (and shall procure, so far as they are so
                   able, that the other parties thereto) execute an amendment
                   to the Shareholder Agreement in the agreed form which shall
                   provide that:


                   (i)      the parties appointed by PLD pursuant to clause
                            12.14 thereof shall be E. Clive Anderson and Philip
                            R. Eager, c/o PLD Telekom Inc., 680 Fifth Avenue,
                            New York, NY 10019, U.S.A. in place of R. P.
                            Burrow and N.A.R. Williams  of SJBerwin & Co.;

                   (ii)     copies of the items referred to in clause 12.15
                            shall thereafter be sent to the persons named in
                            subclause (e) (i) above, and shall no longer be
                            sent to Mr Roger Blott or PLD's Solicitors;

                   (iii)    Clause 5 and Schedule II thereto shall be deleted
                            therefrom in their entirety;

                   (iv)     the following words shall be added to the
                            definition of the term "the Option Agreements" :





                                       4
<PAGE>   6
                                 ", each as may be amended from time to time by
                            the relevant parties thereto";

                   (v)      each of the Purchaser, on the one hand, and the
                            Vendor and Mr Klabin, on the other, shall waive any
                            claims it may have against the other in respect of
                            a breach thereunder occurring before the Completion
                            Date; and

                   (vi)     the proviso at the end of clause 12.13 shall be
                            deleted therefrom;

           (f)     the Vendor and the Purchaser shall execute an amendment in
                   the agreed form to the Put and Call Option Agreement dated
                   28th December 1994 ("the Put and Call Option Agreement")
                   which shall provide for:

                   (i)      the amendment of the definition of the term "Option
                            Period", so that such term thereafter shall be
                            defined as:

                                    "the period commencing on June 30, 1999 and
                            terminating on the earlier of June 30, 2119 or the
                            date that the Put Option or the Call Option, as the
                            case may be, is exercised";

                   (ii)     the amendment of the definition of the term "the
                            Grantee's Solicitors", so that such term thereafter
                            shall be defined as:

                                    "Morgan, Lewis & Bockius of 4 Carlton
                            Gardens, London SW1Y 5AA";

                   (iii)    the amendment of the definition of the term "the
                            Grantor's Solicitors", so that such term thereafter
                            shall be defined as:

                                    "Charles Russell of 8-10 New Fetter Lane,
                            London EC4A 1RS";


                   (iv)     the amendment of each of Clauses 2.2 and 3.2 as
                            follows:

                                    (A)  the deletion of the phrase "after
                                         determination of the Option Price";

                                    (B)  the addition of the words "at least"
                                         before "seven days' notice"; and

                                    (C)  the addition of the words "such notice
                                         to take effect on 30 June 1999 or such
                                         other date as is specified in such
                                         notice" after the words "served on the
                                         Grantee" or "served on the Grantor",
                                         as applicable;

                   (v)      the amendment of Clauses 4.1 and 5 so as to provide
                            that in either





                                       5
<PAGE>   7
                            case Completion shall take place at the offices of
                            the Grantee's Solicitors (or at such other place as
                            the parties shall mutually agree), and the further
                            amendment of Clause 4.1 so as to provide that the
                            words in the first paragraph "or, if later, seven
                            days following notification to the parties of the
                            Value (as hereinafter defined)" and the words in
                            Clause 4.1(a) "or shall deliver the Note (as
                            hereinafter defined) to the Grantor "are all
                            deleted;

                   (vi)     the deletion in its entirety of Article 9 and the
                            amendment of the definition of the term "Option
                            Price" so as to read thereafter as "the sum of US$
                            17,500,000";

                   (vii)    the deletion in its entirety of clause 10 thereof;

                   (viii)   the amendment of clause 11.5 thereof to provide
                            that the copies of notices served on the Grantee
                            shall henceforth be sent to E. Clive Anderson, c/o
                            PLD Telekom Inc., 680 Fifth Avenue, New York, NY
                            10019, U.S.A., in lieu of the parties named
                            therein, and of clause 11.8 thereof to provide that
                            the party appointed by the Grantee shall henceforth
                            be the party named in this subparagraph in lieu of
                            the parties named therein; and

                   (ix)     the deletion of the proviso at the end of clause
                            11.7 thereof;

           (g)     Technocom, the Vendor and Mr Klabin shall execute an
                   amendment in the agreed form to the Consultancy Agreement
                   between them dated 28th December 1994 ("the Consulting
                   Agreement") which shall provide for (1)  the  figure in
                   paragraph 2.1 thereof to be changed from "$100,000" to
                   "$200,000" effective as of the Completion Date,  (2)
                   the Consulting Agreement to terminate once the Purchaser
                   shall have acquired all of the shares in the capital of
                   Technocom held by the Vendor, and  (3)  Mr Klabin to
                   undertake, in addition to his existing duties, to:

                   (i)      analyze and make recommendations to the Board
                            regarding all proposed installations of antennae or
                            other facilities for the Technocom's and
                            Teleport-TP's "Satelink" network;

                   (ii)     use his reasonable endeavors (without incurring any
                            personal liability to make payment) to procure that
                            Technocom subsidiaries (which term as used herein
                            shall include Teleport-TP, MTR-Sviaz and JV
                            Technopark), become and remain current in respect of
                            their monetary obligations (of whatever kind) to
                            Technocom;

                   (iii)    if and when requested by the Board, use his
                            reasonable endeavors (without incurring any personal
                            liability to make payment) to procure the transfer
                            to such location(s), account(s) and/or personnel as
                            the





                                       6
<PAGE>   8

                            Board shall designate of such management, treasury,
                            accounting, banking or other functions then being
                            conducted by or on behalf of Technocom in Vienna,
                            Austria, and/or of such funds or other property of
                            Technocom or any of its subsidiaries, wherever
                            located, which are under his control;

                   (iv)     consent to the appointment of Mr Simon Edwards as an
                            additional signatory for all bank accounts of
                            Technocom, with authority to sign cheques and
                            authorize other payments;

                   (v)      assist the Purchaser in having those personnel
                            appointed by the Purchaser to act as Technocom's
                            Finance Director, Director of Sales and Marketing,
                            and Chief Operating Officer also appointed to act in
                            the same capacities for the Technocom subsidiaries,
                            with the proper  authority to perform those
                            functions, subject in all cases to the direction of
                            the boards of directors of such  Technocom
                            subsidiaries, and in recovering the cost to the
                            Purchaser of having such persons act in such
                            capacities for such Technocom subsidiaries;

                   (vi)     take whatever steps are necessary as a director of
                            Technocom, and procure that the Vendor takes
                            whatever steps are necessary as a shareholder of
                            Technocom, to ratify and confirm as obligations of
                            Technocom all advances heretofore made by the
                            Purchaser to Technocom, and authorize the borrowing
                            by Technocom of an additional US$ 9,000,000
                            simultaneously with or immediately following
                            Completion, and a further US$ 8,000,000 as promptly
                            as practicable following the Completion, to be used
                            in whole or in part by Technocom to repay advances
                            already made by the Purchaser to Technocom, and/or
                            to reimburse the Purchaser for payments already made
                            by the Purchaser on Technocom's behalf;

                   (vii)    carry out the other duties and responsibilities set
                            forth in Schedule III hereto;

                   provided that, in respect of all of the foregoing, Mr
                   Klabin shall not be obliged to take any action which is
                   contrary to ANY applicable law or any decision of the
                   board of directors, or any provision of the charter
                   documents, of the relevant company, and shall not be
                   involved with or responsible for the day to day operation
                   and/or management of Technocom or any Technocom
                   subsidiaries; and provided further that Mr Klabin shall
                   not be liable for any deficiency in performance in respect
                   of the foregoing additional duties except in the case of
                   wilful default or gross negligence.

4.3        If for any reason the provisions of  Clause 4.2 are not fully
           complied with by reason of default on the part of the Vendor or Mr
           Klabin, the Purchaser shall be entitled to elect, by giving written
           notice to the Vendor and/or Mr Klabin:





                                       7
<PAGE>   9
           (a)     to terminate this Agreement (other than Clause 7.2) in which
                   case the Purchaser shall not be obliged to purchase  the
                   Shares,  pay any of the Consideration or perform any of its
                   other obligations under Clause 4.2 (and the Vendor and Mr
                   Klabin shall be released from all further obligations
                   hereunder other than Clause 7.2); or

           (b)     to fix a new date for Completion within 28 days of the date
                   originally set for Completion; or

           (c)     to proceed to Completion so far as practicable, the Vendor
                   then being obliged to use its reasonable endeavours to
                   perform or procure the performance of any of the outstanding
                   provisions of Clause 4.2.

4.4        If for any reason the provisions of Clause 4.2 are not fully
           complied with by reason of default on the part of the Purchaser or
           Technocom, the Vendor shall be entitled to elect, by giving written
           notice to the Purchaser:

           (a)     to terminate this Agreement (other than Clauses 7.2 and 7.3)
                   in which case the Vendor shall not be obliged to sell the
                   Shares and the Vendor and Mr Klabin shall not be obligated
                   to perform any of their other obligations under Clause 4.2
                   (and the Purchaser and Technocom shall be released from all
                   further obligations hereunder other than Clauses 7.2 and
                   7.3); or

           (b)     to fix a new date for Completion within 28 days of the date
                   originally set for Completion; or

           (c)     to proceed to Completion as far as practicable, the
                   Purchaser then being obliged to use its reasonable
                   endeavours to perform or procure the performance of any of
                   the outstanding provisions of Clause 4.2.


4.5        The Purchaser shall, following Completion, promptly deliver to the
           Revenue Commissioners of Ireland the share transfer referred to in
           Clause 4.2(a)(i) for assessment of stamp duty, and shall promptly
           pay the duty thus assessed.  Prior to the registration of such duly
           stamped stock transfer form in the register of shareholders of
           Technocom, the Vendor shall, in respect of the Shares, cooperate in
           any manner required by the Purchaser for the convening, holding at
           short notice and conduct of general meetings of Technocom, execute
           on a timely basis all proxy forms, appointments of representatives,
           documents of consent to short notice and such like that the
           Purchaser may reasonably require and shall generally act in all
           respects as the nominee and at the directions of the Purchaser in
           respect of the Shares and all rights and interest attached thereto.

4.6        Upon the Completion Date the Vendor and Mr Klabin shall be deemed,
           without any further action on the part of either being required, to
           have waived the provisions of





                                       8
<PAGE>   10
           clause 7 of the Shareholder Agreement giving them the right to
           receive notice of the proposed sale of, to be offered and/or to
           purchase Ordinary Shares owned by Elite so as to permit the sale by
           Elite to the Purchaser at such time or times as may be mutually
           determined by such parties of the 39 Ordinary Shares of Technocom
           owned by Elite, free from any rights which either of them may have
           in respect thereof under such clause 7.

5.         WARRANTIES

5.1        The Vendor hereby covenants with the Purchaser that each and all of
           subclauses (a) and (b) to this Clause is and are true and correct
           and not misleading at the date of this Agreement and will at all
           times up to and including Completion remain so:

           (a)     the Shares constitute thirty out of a total of fifty-nine
                   Ordinary Shares of Technocom currently held by the Vendor
                   and are fully paid or credited as fully paid and the Vendor
                   is the legal and beneficial owner of and is entitled
                   (subject as stated in the Shareholder Agreement, the Put and
                   Call Option Agreement and the Articles of Association of
                   Technocom) to sell the Shares without the consent of any
                   third party; and

           (b)     other than as provided in or pursuant to this Agreement
                   there is no mortgage, charge, pledge, lien or other
                   encumbrance or interest on, over or affecting the Shares, no
                   agreement to create such mortgage, charge, pledge, lien or
                   other encumbrance or interest has been made and no claim has
                   been made that any person is entitled to any such mortgage,
                   charge, pledge, lien or other encumbrance or interest.

5.2        Claims against the Vendor or the Purchaser under or in connection
           with this Agreement shall be wholly barred and unenforceable unless
           written details thereof shall have been given to the party against
           which a claim is to be made by no later than a date three (3) months
           from the date hereof.

5.3        The aggregate amount of liabilities of the Vendor under or in
           connection with this Agreement shall not exceed the total amount of
           the Consideration that the Vendor has received under this Agreement.

6.         POSITION PENDING COMPLETION AND POST-COMPLETION OPERATION

6.1        The Vendor hereby covenants with and undertakes to the Purchaser
           that it shall not at any time prior to Completion dispose or attempt
           to dispose of any interest in the Shares or grant any option over,
           or mortgage, charge or otherwise encumber or dispose of the Shares.

6.2        The Vendor hereby covenants with and undertakes to the Purchaser
           that it will as soon as reasonably practicably notify to the
           Purchaser in writing any matter or thing  which may arise or become
           known to it after the date hereof and prior to





                                       9
<PAGE>   11
           Completion which constitutes (or would with the passage of time
           constitute) a breach of the Warranties or a breach of any of the
           covenants or undertakings or obligations of the Vendor under this
           Agreement.

6.3        If any material breach of the Warranties shall come to the notice of
           either of the Vendor or the Purchaser before Completion, or if any
           act or event shall occur which, had it occurred on or before the
           date hereof, would have constituted a material breach of the
           Warranties, then the Purchaser shall be at liberty without any
           liability whatsoever to the other to elect not to complete the sale
           and purchase of the Shares (and in such case all parties shall be
           released from their obligations under this Agreement, other than
           under Clause 7.2).

6.4        The Vendor hereby declares for the purpose of the Financial
           Transfers Act 1992 of the Republic of Ireland that it is not
           resident in any jurisdiction to which financial transfers (within
           the meaning of the said Act) are restricted by order of the Minister
           for Finance in accordance with the provisions of that Act and does
           not hold the Shares and will not receive any part of the
           Consideration hereunder as nominee for any person so resident, and
           the Purchaser declares for the purpose of the said Act that it is
           not so resident, it is not acquiring the Shares as nominee for any
           persons so resident and it is not to its knowledge controlled
           directly or indirectly by persons so resident.

7.         GENERAL PROVISIONS

7.1        The waiver by any party of any right arising under, or any breach,
           default or omission by any other party of any of the terms of this
           Agreement or any of the documents in the agreed form shall not take
           effect unless in writing and shall not constitute a continuing
           waiver of the right waived or apply to, or operate as a waiver of,
           any other breach, default or omission and any forbearance in
           enforcing any right shall not constitute a waiver.

7.2        No party shall divulge to any third party (other than their
           respective professional advisers or insurers) the fact that this
           Agreement or any of the documents in the agreed  form has been
           entered into or any information regarding its terms or any matters
           contemplated by this transaction or any information relating to any
           other party or make any announcement relating to it without the
           prior agreement (not to be unreasonably withheld or delayed) of the
           other parties unless such announcement is required by a taxing
           authority and/or a court of competent jurisdiction or by a
           recognised stock exchange or by any other similar regulatory
           authority in which event the other parties shall, so far as
           possible, be given prior written notice of such intended
           announcement.  Any announcement shall in any event be made or issued
           only in a form approved by the Purchaser and with the consent of the
           Vendor (not to be unreasonably withheld or delayed).  Nothing herein
           shall be deemed to prohibit any disclosure of the terms of this
           Agreement which is required in connection with the Purchaser's
           arranging financing for the transactions contemplated by this
           Agreement from The Travelers Insurance Company and The Travelers
           Indemnity





                                       10
<PAGE>   12
           Company.

7.3        The Purchaser shall pay its own legal, accountancy and other costs,
           charges and expenses incurred in connection with this Agreement, and
           shall pay (or reimburse the Vendor for) the Vendor's reasonable
           legal, accountancy and other costs, charges and expenses incurred in
           connection with this Agreement, including all prior negotiations
           relating to the sale of the Shares.

7.4        This Agreement, together with any document expressly referred to in
           any of its terms, contains the entire agreement between the parties
           relating to the subject-matter covered.  No oral explanation or oral
           information given by any party shall alter the interpretation of
           this Agreement.

7.5        The Vendor hereby undertakes with the Purchaser at the request of
           the Purchaser and at the expense of the Purchaser to do or procure
           to be done all such further acts and things and execute or procure
           to be executed all such further deeds and documents as may be
           necessary or desirable fully and effectively to vest in the
           Purchaser the legal and beneficial ownership of the Shares and the
           benefits of this Agreement and, pending such vesting, the Vendor
           shall hold such Shares and benefits in trust for the Purchaser and
           shall receive all monies in connection therewith as trustee of the
           Purchaser and shall account to the Purchaser forthwith on receipt.

7.6        Any notice:

           (a)     must be in writing and must be given to a company which is a
                   party at its registered office or to such other address as
                   may have been notified to the other party; and


           (b)     will be effectively served:

                   (i)      on the day of receipt, where any hand-delivered
                            letter or telefax message is received on a Business
                            Day before or during normal working hours; or

                   (ii)     on the following Business Day, where any
                            hand-delivered letter or telefax message 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 of any properly addressed letter sent by
                            air mail postage prepaid.


7.7        This Agreement and all documents supplemental thereto are governed
           by and are to be construed in accordance with English law excluding
           the English rules as to conflicts of law.





                                       11
<PAGE>   13
7.8        Each of the parties irrevocably submits to the non-exclusive
           jurisdiction of the appropriate court of law in England in relation
           to any matters, claims and disputes arising out of or in connection
           with this Agreement, any of the documents in the agreed form or any
           documents supplemental thereto and (subject as set out below) waives
           any objection to legal proceedings being made in such courts whether
           on the ground of venue or on the ground that such proceedings have
           been brought in an inconvenient forum.  These submissions shall not
           limit the rights of the parties to bring any action in any other
           court having or claiming jurisdiction (whether concurrently or not).

7.9        The Purchaser and Technocom hereby appoint Morgan, Lewis & Bockius
           of 4 Carlton Gardens, Pall Mall, London SW1Y 5AA, all communications
           to be marked for the attention of Mr. T. J. Benz, and the Vendor and
           Mr Klabin hereby appoint Messrs. Charles Russell of 8-10 New Fetter
           Lane, London EC4A 1RS, all communications to be marked for the
           attention of Mr. M. Moncreiffe and Mr. J. Holder, in each case for
           service of process in connection with legal proceedings in England
           and arising out of or in connection with this Agreement.  Copies of
           all notices pursuant to Clause 7.6 shall also be sent to the
           Purchaser at 680 Fifth Avenue, New York, NY 10019, U.S.A.,
           attention: E.  Clive Anderson.

7.10       In the event that any legal action in respect of this Agreement is
           started, the process by which it is started may be served on the
           defendant or, if specified in this Agreement, any other person on
           its behalf at the place at which and in the manner in which notices
           may be given to that party.

7.11       Any provisions of this Agreement shall, so far as they are capable
           of being performed or observed, continue in full force and effect
           notwithstanding Completion except in respect of those matters
           already performed.

7.12       This Agreement may be executed in several counterparts (whether
           original or facsimile counterparts) and upon the execution of all
           such counterparts by one or more parties, each counterpart shall be
           deemed to be an original hereof.





                                       12
<PAGE>   14

                                   SCHEDULE I

                           PARTICULARS OF THE COMPANY



<TABLE>
<CAPTION>
Name:                               Technocom Limited                          Number:      183622

<S>                                 <C>
Registered Office:                  1 Earlsfort Centre, Hatch Street, Dublin 2, Ireland

Authorised share capital:           IR Pound Sterling 1,000,000 and US$1,000 divided into 1,000,000 shares of
                                    IR Pound Sterling 1 each and 1,000 preferred shares of US$1 each

Issued share capital:               199 Ordinary Shares and 1,000 preferred shares have been issued and are fully paid as follows:

                                                              Ordinary Shares  Preferred Shares
                                                              ---------------  ----------------

                                    Plicom Limited                    59

                                    PLD Telekom Inc.                  101         1,000

                                    Elite International
                                    Limited                           39

Directors:                          Mark Klabin

                                    Boris Antoniuk

                                    James R. S. Hatt

                                    Joe Crouch

                                    Alan G. Brooks

Secretary:                          Tatiana Saltanova
</TABLE>





                                       13
<PAGE>   15
                                  Schedule II

                            FORM OF PROMISSORY NOTE


  US$ 17,500,000                                              November 26, 1997

  FOR VALUE RECEIVED, the undersigned, PLD Telekom Inc., a Delaware corporation
  (the "Payor"), promises to pay to Plicom Limited, a company incorporated
  under the Irish Companies Act  1963 to 1990 with registered number 214427
  (the "Payee"), the sum of US$ 17,500,000 (seventeen million, five hundred
  thousand US dollars) (the "Sum").

  The Sum shall be paid on June 30, 1999, subject to the Payee's fulfillment of
  all conditions required by Clause 4.1(b) of the Put and Call Option Agreement
  dated December 28, 1994 between the Payor and the Payee, as heretofore
  amended pursuant to the terms of an Amendment to Put and Call Option
  Agreement dated as of the date hereof between the Payor and the Payee
  (collectively, the "Amended Option Agreement"), to be fulfilled by the Payee
  with respect to the sale of the Option Shares (as defined in the Amended
  Option Agreement).

  The Sum shall not bear interest.

  Upon payment of the Sum this promissory note shall cease to have any further
  force or effect and, upon the request of the Payor, shall be marked
  "cancelled" by the Payee and returned to the Payor.

  This promissory note and the rights hereunder may be assigned by the Payee in
  accordance with Clause 11.2 of the Amended Option Agreement, but otherwise
  only with the prior written agreement of the Payor (such agreement not to be
  unreasonably withheld or delayed)..

  In case of any event of default, the Payor shall pay all costs of collection,
  including all reasonable legal fees.

  This promissory note is governed by and is to be construed in accordance with
  English law, including its rules as to the conflicts of laws.


  ATTESTATIONS


  Executed as a deed by     )
  PLD TELEKOM INC.          )
  acting by:                )





                                       14
<PAGE>   16
                                  SCHEDULE III

                           LIST OF ADDITIONAL DUTIES


  1.       Where necessary, assist with obtaining full and unequivocal
           certification from regional and/or local branches of Gosvaznadzor
           for the use of earth stations within the Satelink system.

  2.       Where required and when called upon by the Purchaser, assist with
           negotiations to obtain supplier credit on terms favourable to
           Technocom and other Members of the same Group (the "Technocom
           Group").

  3.       Where required and where possible, provide introductions to key
           people and logistical and other support for directors and staff of
           the Technocom Group and associated companies in regions outside of
           Moscow and St. Petersburg.

  4.       Support the sales activities of Rosh Telecom Limited, as a member of
           the Technocom Group, with specific reference to their role as sales
           agent for ECI Telecom Limited ("ECI"), so that ECI increases market
           share within the CIS for the benefit of the Technocom Group; and
           also help facilitate the establishment of direct communications and
           commercial relationships between the Purchaser and Rosh Telecom
           Limited, on the one hand, and ECI, on the other.

  5.       Provide additional management support, if requested, to the new
           Technocom sales and marketing group, such that they are able to
           function as the sales and marketing divisions of all the companies
           in the Technocom Group.  For this purpose the Technocom Group
           includes, but is not limited to,Technocom, Teleport-TP, MTR-Sviaz,
           Satelink and its associated joint ventures and partners, Portal,
           Cardlink and SCS.

  6.       Without assuming any payment obligation, facilitate or assist both
           in the control of credit to and collection of debt from partners and
           associated operators using the Satelink service.

  7.       Promote the continued support of Rostelecom for both the Teleport-TP
           and the Satelink operations and, in this context, encourage
           Rostelecom to issue letters and other communications as appropriate,
           to ensure that the key executives in distant electrosviazes
           understand that Satelink is the first choice carrier for both
           digital services and improved quality direct dialed calls, where
           Rostelecom has invited Teleport-TP to provide such services.

  8.       Assist in increasing the acceptable level of incoming traffic via
           the Purchaser and other Members of the Group (the "PLD Group"),
           which by-passes local carriers, noting that PLD does not wish to
           provide routes for any of the principal national carriers, but






                                       15
<PAGE>   17
           would like to be able to accept overflow, provide access for second
           level carriers, and terminate and transit the PLD Group's own
           traffic.

  9.       Propose the use of PLD Group facilities to companies and
           organisations based in oblasts outside of Moscow and St.  Petersburg
           where Mr. Klabin or his associates are active.

  10.      Provide support or assistance, as required and as possible, to
           Technocom's efforts to ensure that the provision of Satelink service
           to particular regions and cities results in the system being the
           first choice routing for long distance calls.

  11.      Introduce Technocom and Teleport-TP to new telecom business
           opportunities, as Mr. Klabin's first choice, where he is approached
           as the first contact.

  12.      Provide support and assistance in respect of the security of the
           businesses, if and when required.

  13.      Advise when required on the implications of changes in the law, with
           particular reference to those laws involving taxes and specifically
           to advise on the best means of tax avoidance for the Technocom Group
           companies, given the laws prevailing at the time.

  14.      Permit representatives of Technocom and the Purchaser (including
           their outside auditors) to have access during normal business hours
           and upon reasonable notice to the books and records of any of the
           following companies, to the extent maintained or kept at any
           premises to which Mr Klabin has access:  SCS, Rosh Telecom, Roscomm,
           Portal and Teleport-TP, with particular reference to dealings
           between such companies and other companies owned or controlled by Mr
           Klabin, and, in the case of Rosh Telecom, ECI Telecom.






                                       16
<PAGE>   18





  ATTESTATIONS


  Signed by Mark Moncreiffe         )  s/s MARK MONCREIFFE
  for and on behalf of (Alternate   )
  PLICOM LIMITED        Director)   )  s/s VINCENZO JANNI
  in the presence of:               )





  Signed by James Hatt              )  s/s JAMES R.S. HATT
  for and on behalf of              )
  TECHNOCOM LIMITED                 )
  in the presence of:               )
  s/s DOROTHEA H. HATT




  Signed by James Hatt              )  s/s JAMES R.S. HATT
  for and on behalf of              )
  PLD TELEKOM INC.                  )
  in the presence of:               )
  s/s DOROTHEA H. HATT



  Signed by Sue Cozens              )  s/s SUE COZENS
  MARK KLABIN   (As Attorney for)   )
  in the presence of:               )  s/s VINCENZO JANNI






                                       17