CALL OPTION AGREEMENT

BY AND BETWEEN

OAO UKRTELECOM

AS ?SELLER?

AND

CETEL B.V.

AS ?PURCHASER?

DATED AS OF NOVEMBER 5, 2002

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CALL OPTION AGREEMENT

This CALL OPTION AGREEMENT, dated as of November 5, 2002, (the ?Agreement?), is made by and between OAO Ukrtelecom, a joint stock company organized under the laws of Ukraine (the ?Seller?), and Cetel B.V., a limited liability company established and acting under the laws of the Netherlands (the ?Purchaser?).  The Seller and the Purchaser are referred to collectively herein as the ?Parties.?

RECITALS

WHEREAS, the Seller is currently holding a participation interest of 51.0% of the registered charter capital of the Ukrainian-German-Dutch-Danish Joint Venture ?Ukrainian Mobile Communications in Ukraine? (the ?Company?), a company organized under the laws of Ukraine in the form of a limited liability company, with its registered address at 21, Moskovska Street, Kyiv, Ukraine, identification code #14333937 according to the Uniform State Register of Enterprises and Organizations of Ukraine, whose business includes, without limitation, the establishment and operation of public cellular communications networks in Ukraine, as well as provision of interregional and international communications services (the ?Business?);

WHEREAS, the other participants of the Company and their respective participation interests therein are as follows: the Seller (51%), the Purchaser (16.33%), TDC Mobile International A/S (16.33%), KPN Telecom B.V. (15.33%), and PTT Telecom Kyiv (1.0%);