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                                                                EXHIBIT 10.5







                            DATED AS OF JULY 1, 1997



                              AMENDED AND RESTATED
                               SERVICE AGREEMENT



                 PLD TELEKOM INC.                          (1)

                 SIMON EDWARDS                             (2)
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DATED AS OF July 1, 1997


PARTIES

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

(2)      SIMON EDWARDS of 45 West 67th Street, New York, New York ("the
         Executive").

RECITALS

         The Company and the Executive were parties to a Service Agreement
dated as of October 1, 1995 (the "First Agreement") and the Executive and PLD
Management Services Limited, an English company and a wholly-owned subsidiary
of the Company ("PLDMS"), were parties to a second Service Agreement also dated
as of October 1, 1995 (the "Second Agreement").

         As a result of the Company's continuance to Delaware and the
Executive's transfer to the United States, the Second Agreement is being
concluded by agreement of the parties thereto effective as of the close of
business on June 30, 1997 and the Company and the Executive are entering into
this Amended and Restated Service Agreement with a view to amending and
restating the terms of the First Agreement in their entirety, inter alia, to
incorporate the salary and other compensation and benefits previously being
provided under the Second Agreement, and to make various other changes to
reflect the fact that the Company is now a Delaware corporation.

INTERPRETATION

(3)      In this Agreement, unless the context otherwise requires, the
         following expressions have the meanings set out below:
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         the Appointment                   the employment of the Executive
                                           pursuant to this Agreement;

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

         the Commencement Date             October 1, 1995;

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

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

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

         the Effective Date                July 1, 1997
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                                      -3-

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

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

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

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

         Termination Amount                an amount equal to the amount
                                           arrived at by multiplying by 2.0 (or
                                           such other amount as may be agreed
                                           by the Board and the Executive) the
                                           aggregate total of the amount
                                           payable to the Executive under
                                           Clause 4.1 hereof at the rate in
                                           force at the date that the
                                           calculation falls to be made and
                                           deducting
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                                      -4-

                                           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.

OPERATIVE PROVISIONS

1.       JOB TITLE

         The Company shall employ the Executive and the Executive shall serve
         the Company as Chief Financial Officer.

2.       PERIOD OF ENGAGEMENT

         2.1     The Appointment commenced on the Commencement Date and the
                 amendments made hereby shall be effective as of the Effective
                 Date.  Unless terminated earlier under Clause 9, the
                 Appointment will continue until terminated by either Party
                 giving to the other not less than six (6) months' notice in
                 writing.
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                                      -5-

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


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

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

         2.3     Should the Company give notice of termination of the
                 Appointment other than pursuant to Clause 9.1 (and whether or
                 not in accordance with Clause 2.1), the Company shall
                 forthwith upon giving such notice pay to the Executive the
                 Termination Amount.  The Executive shall have no obligation to
                 mitigate in respect of such payment.

         2.4     The Company reserves the right at its sole discretion, should
                 the Executive give notice of termination of the Appointment in
                 accordance with Clause 2.1, to terminate the Appointment with
                 immediate effect upon payment to the Executive of a lump sum
                 by way of six months' gross salary (defined as the amount
                 payable under Sections 4.1 and 4.2) in lieu of notice, which
                 sum shall be deemed to be accepted for all purposes by the
                 Executive as satisfaction in full of all claims in relation to
                 the Appointment or otherwise.

3.       DUTIES

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

                 (a)      to serve the Company as Chief Financial Officer; and
                          to carry out such other duties and responsibilities
                          as may reasonably and lawfully be
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                                      -6-

                          delegated to him by the Chief Executive Officer or
                          the Board from time to time during the Appointment;

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

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

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

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

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

         3.2     Subject to the provisions of Clause 3.1, the Executive shall
                 have such powers and do such acts in the ordinary course of
                 business carried on by the Company as the
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                                      -7-

                 Chief Executive Officer or the Board may from time to time
                 delegate to the Executive.

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

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

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

         3.6     The Executive shall:

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

                 (b)      authorize such medical practitioner to disclose to or
                          discuss with the Company's medical advisor any
                          matters arising from such examination; and the
                          Company's medical advisor may notify the Board of any
                          serious matter if, in his opinion, it might
                          materially and adversely affect the health of the
                          Executive or the proper discharge of his duties,
                          provided that the Company shall not disclose to any
                          third party any matters arising from such examination
                          without the previous consent in writing of the
                          Executive.
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                                      -8-

4.       PAY AND EXPENSES

         4.1     The Company shall pay to the Executive for the proper
                 performance of his duties under this Agreement for the balance
                 of 1997 and thereafter a salary at an annual rate of $325,000
                 (or such higher rate as the Company may from time to time
                 notify in writing to the Executive).

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

         4.3     The salary payable to the Executive will:

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

                 (b)      notwithstanding anything to the contrary contained in
                          the Articles of Incorporation of the Company or
                          equivalent charter document of any other Group
                          Company, be inclusive of any other fees or
                          remuneration of any description which the Executive
                          might be entitled to receive from the Company or any
                          Group Company or any other company or association in
                          which the Executive holds office as a nominee or
                          representative of the Company or any Group Company
                          (and the Executive shall, at the discretion of the
                          Board, either waive his right to any such
                          remuneration or account to the Company for the same
                          forthwith upon receipt);

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

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

                 All payments to the Executive shall be subject to applicable
                 source deduction and withholding taxes.
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                                      -9-

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

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

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

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

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

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

5.       HOLIDAY

         5.1     In addition to the usual public and bank holidays, the
                 Executive shall be entitled to 25 days' paid holiday in each
                 holiday year (and pro rata for part of each holiday year
                 worked) to be taken at such time or times as shall be agreed
                 by the Board.
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                                      -10-

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

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

6.       CONFIDENTIALITY

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

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

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

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

                 (a)      to exercise due care and diligence to avoid any
                          unauthorized publication, disclosure or use of
                          Confidential Information and any Documents containing
                          or referring to it;
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                                      -11-

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

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

         6.3     The restrictions in Clause 6.1:

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

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

         6.4     The Executive acknowledges that the restrictions set out in
                 this Clause 6 are without prejudice to any other duties of
                 confidentiality owed to the Company whether express or implied
                 and are to survive the termination of the Appointment
                 (howsoever arising).
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                                      -12-

7.       FURTHER RESTRICTIONS

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

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

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

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

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

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

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

         8.3     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 Executive has
                 been incapacitated from properly performing his duties for a
                 period of 180 days.

9.       TERMINATION

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

                 (a)      If the Executive 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 Executive shall have:
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                                      -14-

                          (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;

                          (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, 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
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                                      -15-

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

         9.2     Upon termination of the Appointment however arising:

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

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

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

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

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

11.      NOTICES

         Notices by either party:

                 (a)      must be in writing addressed:

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

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

                 (b)      will be effectively served:

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

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

                          (iii)   on the fifth business day following the day
                                  of posting to an overseas address of any
                                  prepaid airmail letter.
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                                      -17-

12.      INDEMNITY

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

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

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

                 (b)      acts in accordance with their advice;

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

                 (d)      has not been guilty of gross misconduct or any breach
                          of contract, or has not been the subject of any of
                          the other conditions or circumstances set out in
                          Clause 9.1(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.
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                                      -18-


13.      GENERAL

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

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

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

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

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

         13.6    Any provision of this Agreement which contemplates or is
                 capable of operation after the termination of the Appointment
                 shall apply notwithstanding termination of the Appointment
                 howsoever arising.
<PAGE>   20
                                      -19-

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

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

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

Attest:                           PLD TELEKOM INC.


s/s E. CLIVE ANDERSON             By: s/s DAVID HEAVENRIDGE
------------------------             ------------------------------

s/s E. CLIEVE ANDERSON                s/s SIMON EDWARDS
------------------------             ------------------------------
Witness                              Simon Edwards