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                                                                   Exhibit 10.22

         Amendment No. 3 dated as of June 19, 1997, by and between Russian
Wireless Telephone Company, Inc. f/k/a TelCom Group USA, Inc. ("TelCom") and
Xxxxxxx Xxxxxxxx (the "Payee") to that certain Promissory Note dated November 3,
1994 of TelCom to the Payee in the aggregate principal amount of $98,000 (the
"Note").

                                    RECITALS

         WHEREAS, TelCom has issued that certain Note to the Payee pursuant to
TelCom's private placement securities offering (the "Offering") (capitalized
terms used herein without definition shall have the respective meanings ascribed
to them in the Note); and

         WHEREAS, the Note provides that the Maturity Date of the note shall be
the earlier of (i) TelCom's consummation of a public or private financing of its
equity securities raising net proceeds equal to or greater than the gross
proceeds raised in the Offering or (ii) sixteen (16) months from the First
Closing Date; and

         WHEREAS, the parties hereto heretofore extended the Maturity Date
pursuant to Amendments No. 1 and 2 to the Note; and

         WHEREAS, the parties hereto desire to further extend the Maturity Date;
and

         WHEREAS, the execution of this Amendment has been duly authorized by
the Board of Directors of TelCom and all things necessary to make this Amendment
a valid, binding and legal instrument according to its terms have been done and
performed,

         NOW, THEREFORE, in consideration of the above premises, TelCom and the
Payee agree as follows:

         1. The definition of "Maturity Date" in the Note is hereby amended and
restated in its entirety as follows:

"... the earlier of (i) the Company's consummation of a public or private
financing of its equity securities raising net proceeds equal to or greater than
the gross proceeds raised in this Offering; or (ii) October 31, 1997 (the
earlier of such dates is referred to herein as the 'Maturity Date')..."

         2. This Amendment shall be effective as of the date first above
written.

         3. This Amendment may be executed in any number of counterparts, each
of which shall be an original, but such counterparts shall together constitute
one and the same instrument.

         4. This Amendment shall be construed and enforced in accordance with
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the laws of the State of Delaware. The parties hereto consent to the
jurisdiction of the Courts of the State of New York and the United States
District Courts situated therein in connection with any action concerning the
provisions of this Amendment.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, all as of the date first written above.

                                      Russian Wireless Telephone Company, Inc.



                                      By:______________________________________
                                               Xxxxxx Xxxxxx, President


                                      _________________________________________
                                                   Xxxxxxx Xxxxxxxx

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