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                                                                    Exhibit 10.4

                  AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") made as
of February 1, 1997, by and between Russian Wireless Telephone Company, Inc.
(f/k/a Telcom Group USA, Inc.), a corporation organized and existing under the
laws of the state of Delaware (the "Corporation"), and Ronald G. Nathan (the
"Executive").

         WHEREAS, the Executive is employed by the Corporation pursuant to that
certain employment agreement between the parties dated as of January 1, 1995
(the "Employment Agreement"); and

         WHEREAS, the parties desire to extend the term of the Employment
Agreement through December 31, 1999,

         NOW, THEREFORE, in consideration of the foregoing, and the mutual terms
and conditions hereinbelow set forth, it is agreed as follows:

         1. Extension of Employment Agreement. Paragrpah A of Article I of the
Employment Agreement is hereby deemed to have been deleted, and replaced in its
entirety by the following new Paragraph A:

                  Article I: Employment. A. The Corporation hereby employes the
         Executive as an executive of the Corporation (as his duties are more
         particularly described in Paragraph B of this Article I) for a period
         commencing on January 1, 1995 and terminating on December 31, 1999,
         unless Executive's employment is terminated earlier pursuant to Article
         III of this Agreement (the 'Employment Period')."

         5. Continuation of Employment Agreement in Full Force and Effect. The
Employment Agreement, as modified by the provisions of this Amendment thereto,
shall continue, from and after the date hereof, in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                                     RUSSIAN WIRELESS
                                      TELEPHONE COMPANY, INC.


                                     By: ________________________________
                                         Jack W. Buechner, Chairman


                                         ________________________________
                                         Ronald G. Nathan