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                    STARTEC GLOBAL COMMUNICATIONS CORPORATION
                                  COMMON STOCK
                          REGISTRATION RIGHTS AGREEMENT


         This Registration Rights Agreement (the "Agreement") is made and
entered into as of December , 1999 by and among Startec Global Communications
Corporation, a Delaware corporation (the "Company"), and the holders of
Registrable Securities (the "Holders") signatory to this Agreement.

         This Agreement is made pursuant to the Subscription Agreements (the
"Subscription Agreements") of even date herewith by and among the Company and
certain Purchasers (including the Holders) relating to a private placement (the
"Private Placement") pursuant to which such Purchasers have agreed to purchase
from the Company certain shares of its Common Stock. In order to induce the
Holders to enter into the Subscription Agreements, the Company has agreed to
provide the registration rights set forth in this Agreement for the benefit of
the Holders.

         The parties hereby agree as follows:

         1. CERTAIN DEFINITIONS. As used in this Agreement, certain terms not
otherwise defined herein shall have the meanings set forth in the Subscription
Agreements, and the following terms shall have the following respective
meanings:

         "Affiliate" of a specified Person means any other Person that directly,
or indirectly through one or more intermediaries, controls, is controlled by or
is under common control with the Person specified, or who holds or beneficially
owns 50% or more of the equity interest in the Person specified or 50% or more
of the voting securities of the Person specified.

         "Commission" means the Securities and Exchange Commission.

         "Company" means Startec Global Communications Corporation, a Delaware
corporation or any successor to it or to its business.

         "Common Stock" means the Common Stock of the Company, par value $.01
per share.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any successor statute thereto, and the rules and regulations of the
Commission promulgated thereunder.

         "Expiration Date" means the earlier of (i) the second (2nd) anniversary
of the final closing date for the purchase and sale of the Shares under the
Private Placement or (ii) the date on which no Holder or his permitted
transferee or assignee (other than a person who purchases

<PAGE>

shares pursuant to a registration statement filed pursuant to this
Agreement)holds any Registrable Securities.

         "Holders" shall have the meaning set forth in the first paragraph of
this Agreement, and shall include their respective successors and assigns;
PROVIDED, HOWEVER, that the registration rights hereunder shall only be
available to the initial holders and transferees or assignees who are Affiliates
of such Initial Holders who agree to be bound by the provisions of this
Agreement.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, limited liability company, trust,
unincorporated organization or governmental or other agency or political
subdivision thereof.

         "Register," "registered" or "registration" refer to a registration
effected by preparing and filing a registration statement or similar document
with the Commission in compliance with the Securities Act and pursuant to Rule
415 under the Securities Act or any successor rule providing for offering of
securities on a continuous basis ("Rule 415"), and the declaration or ordering
of effectiveness of such Registration Statement by the Securities and Exchange
Commission.

         "Registrable Securities" means the shares of Common Stock of the
Company initially issued and sold by the Company pursuant to the Purchase
Agreement and owned by a Holder (or a transferee or assignee who is an affiliate
of such Holder), and any shares of Common Stock issued or issuable pursuant to a
stock split, stock dividend, recapitalization or similar event with respect to
the Shares, or any shares of Common Stock otherwise issuable with respect to the
Shares. As to any particular Registrable Securities, such securities shall cease
to be Registrable Securities when such securities shall have been disposed of
pursuant to an effective registration statement, or such securities shall have
been transferred to any Person other than the Holders pursuant to Rule 144 (or
any successor provision) under the Securities Act or they shall have ceased to
be held by the Holders or any transferee or assignee who is an Affiliate of such
Holders.

         "Registration Expenses" means all expenses incident to the performance
of or compliance with the registration rights granted herein, including, without
limitation, all registration, filing, listing and NASD fees, all fees and
expenses of complying with securities or blue sky laws, all printing expenses,
accounting fees and the fees and expenses of the Company's counsel; PROVIDED,
HOWEVER, that Registration Expenses shall not include underwriting discounts,
broker or similar selling commissions or fees and transfer taxes, if any,
applicable to the Registrable Securities, all of which shall be borne by the
Selling Holders.

         "Securities Act" means the Securities Act of 1933, as amended, or any
successor statute thereto, and the rules and regulations of the Commission
promulgated thereunder.

         "Selling Holders" means those Holders (or permitted transferees or
assignees of such Holders) who are participating in a registration pursuant to
Section 2 hereof and who are selling

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Registrable Securities thereunder.

         "Shares" means the Company's Common Stock issued and sold in the
Private Placement pursuant to the Subscription Agreements.


<PAGE>


         "Subscription Agreements" shall have the meaning set forth in the
second paragraph of this Agreement.


         "Violation" shall have the meaning set forth in Section 4(a).

         2.       REGISTRATION RIGHTS.

                  (a)      MANDATORY REGISTRATION. Subject to paragraph 2(b)
         below, within sixty (60) days from the final closing of the Private
         Placement, the Company agrees to file a registration statement on Form
         S-3 with the Commission registering for sale under the Securities Act
         the Shares. If the Company is unable to use Form S-3, another form of
         registration statement for which the Company is eligible will be used.
         If the Company does not file a registration statement for the Shares on
         the appropriate form, within sixty (60) days of the completion of the
         final closing of the Private Placement (subject to (b) below), the
         Company will issue to each Purchaser in the Private Placement, for no
         additional consideration, an additional 10% of the Shares sold to each
         such Investor in the Private Placement. Any Holder who does not wish to
         include Registrable Shares in the registration statement to be filed by
         the Company pursuant to this Section 2(a) shall provide written notice
         to the Company prior to the date upon which such filing is made with
         the Commission.

                  (b)      If the Company shall furnish to the Holders a
         certificate signed by its President stating that in the good faith
         judgment of the Board of Directors of the Company it would be seriously
         detrimental to the Company and its shareholders for such registration
         statement to be filed by reason solely of a material activity or
         pending transaction (such as a material acquisition, joint venture,
         merger, consolidation or financing transaction) and it is therefore
         advisable to defer the filing of such registration statement, the
         Company shall have a one-time right to defer such filing for a period
         of not more than sixty (60) days after the date upon which the Company
         would otherwise have been required to file a registration statement
         pursuant to Section 2(a). The Company hereby confirms that it is not
         aware of any event, development, fact or state of affairs that exists
         as of the date hereof that constitutes, or that would reasonably be
         expected to lead to, a material activity or pending transaction within
         the meaning of the preceding sentence.

                  (c)      By executing this Agreement, each Holder acknowledges
         that the Company's obligation to register is limited to one
         registration statement which becomes effective under the Securities
         Act, and, provided that the Company complies with its obligations under
         this Agreement, no further registration statements (other than required
         amendments or supplements to the original registration statement) will
         be filed for the benefit of the Holders.

                  (d)      EFFECTIVENESS OF REGISTRATION STATEMENT. The Company
         shall use best

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         efforts to obtain effectiveness of the registration statement as soon
         as practicable and shall continue to use its best efforts to maintain
         such effectiveness for the registration until the Expiration Date. Any
         registration pursuant to this Agreement shall not be deemed to have
         been effected unless it has become effective with the Commission.
         Notwithstanding the foregoing, a registration statement will not be
         deemed to have been effected if after it has become effective under the
         Securities Act, such registration is interfered with by any stop order,
         injunction or other order or requirement of the Commission or other
         governmental agency or any court proceeding for any reason. The Company
         shall use its best efforts to prevent the issuance of any stop order or
         other suspension of effectiveness of a registration statement, and, if
         such an order is issued, to obtain the withdrawal of such order at the
         earliest possible moment and to notify each Holder who holds
         Registrable Securities being sold (or, in the event of an underwritten
         offering, the managing underwriters) of the issuance of such order and
         the resolution thereof.

                  (e)      The Company may rely and shall be protected in
         relying upon any resolution, certificate, opinion, request,
         communication, demand, receipt or other paper or document in good faith
         believed by it to be genuine and to have been signed or presented by
         the proper party or parties. The Company may act in reliance upon the
         advice of its counsel in reference to any matter in connection with
         this Agreement and shall not incur any liability for any action taken
         in good faith in accordance with such advice. In the event the Company
         receives conflicting instructions regarding any action to be taken or
         withheld hereunder, the Company may suspend further action relating to
         such action until such time as the conflicting instructions are
         resolved by the parties giving the same or until the Company is
         instructed to take or withhold the requested action by a final order
         from which no appeal may be taken issued by a court of competent
         jurisdiction.

                  (f)      REGISTRATION EXPENSES. The Company shall pay all
         Registration Expenses incurred in connection with the registration of
         Registrable Securities pursuant to Section 2(a).

                  (g)      ELIGIBILITY FOR FORM S-3. The Company represents and
         warrants that it meets as of the date hereof the requirements for the
         use of Form S-3 for registration of the resale by a Holder of the
         Registrable Securities.

         3.       REGISTRATION PROCEDURES.

                  (a)      In connection with the Company's obligation to effect
         the registration of any Registrable Securities under the Securities Act
         as provided in Section 2, the Company, as expeditiously as possible and
         subject to the terms and conditions herein, will use its best efforts
         to:

                           (i) to effect the registration of the registration
                  statement prepared and filed with the Commission pursuant to
                  Section 2(a) above and to cause such

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                  registration to become effective as soon as practicable;

                           (ii) prepare and file with the Commission such
                  amendments and supplements to such registration statement and
                  the prospectus used in connection therewith as may be
                  necessary to keep such registration statement effective and to
                  comply with the provisions of the Securities Act with respect
                  to the disposition of all securities covered by such
                  registration statement until such time as all of such
                  securities have been disposed of in accordance with the
                  intended methods of disposition by the Selling Holders thereof
                  set forth in such registration statement or, if earlier, until
                  the Expiration Date;

                           (iii) furnish to the Selling Holders such number of
                  conformed copies of such registration statement and of each
                  such amendment and supplement thereto (in each case including
                  all exhibits), such number of copies of the prospectus
                  contained in such registration statement (including each
                  preliminary prospectus and any summary prospectus) and any
                  other prospectus filed under the Securities Act, in conformity
                  with the requirements of the Securities Act, and such other
                  documents, in each case, as the Selling Holders may reasonably
                  request;

                           (iv) register or qualify all Registrable Securities
                  covered by such registration statement under such other United
                  States state securities or blue sky laws of such jurisdictions
                  as the Selling Holders shall reasonably request, to keep such
                  registration or qualification in effect for so long as such
                  registration remains in effect, and take any other action
                  which may be reasonably necessary or advisable to enable the
                  Selling Holders to consummate the disposition of the
                  Registrable Securities owned by the Selling Holders in such
                  jurisdictions, except that the Company shall not for any such
                  purpose be required to qualify generally to do business as a
                  foreign corporation in any jurisdiction wherein it would not
                  but for the requirements of this Section 3(a)(iv) be obligated
                  to be so qualified, subject itself to taxation in any such
                  jurisdiction, or consent to general service of process in any
                  such jurisdiction;

                           (v) immediately notify the Selling Holders at any
                  time when a prospectus relating thereto is required to be
                  delivered under the Securities Act, of the happening of any
                  event as a result of which the prospectus included in such
                  registration statement, as then in effect, includes an untrue
                  statement of a material fact or omits to state any material
                  fact required to be stated therein or necessary to make the
                  statements therein not misleading in the light of the
                  circumstances under which they were made, and promptly prepare
                  and furnish to the Selling Holders a reasonable number of
                  copies of a supplement to or an amendment of such prospectus
                  as may be necessary so that, as thereafter delivered to the
                  purchasers of such securities, such prospectus shall not
                  include an untrue statement of a material fact or omit to
                  state a material fact required to be stated therein or
                  necessary to

<PAGE>

                  make the statements therein not misleading in the light of the
                  circumstances under which they were made;

                           (vi) comply with all applicable rules and regulations
                  of the Commission, and not file (or withdraw or correct) any
                  amendment or supplement to such registration statement or
                  prospectus to which the Selling Holders shall have reasonably
                  objected in writing on the grounds that such amendment or
                  supplement does not comply in all material respects with the
                  requirements of the Securities Act or of the rules or
                  regulations thereunder;

                           (vii) provide a transfer agent and registrar for all
                  Registrable Securities covered by such registration statement
                  not later than the effective date of such registration
                  statement; and

                           (viii) promptly list all Registrable Securities
                  covered by such registration statement on any securities
                  exchange or automated inter-dealer quotation system on which
                  any of the Registrable Securities are then listed or traded.

                  (b)      The Selling Holders agree that upon receipt of any
         notice from the Company of the happening of any event of the kind
         described in Section 3(a)(v), the Selling Holders will forthwith
         discontinue their disposition of Registrable Securities pursuant to the
         registration statement relating to such Registrable Securities until
         the Selling Holders' receipt of the copies of the supplemented or
         amended prospectus contemplated by Section 3(a)(v) and, if so directed
         by the Company, will deliver to the Company all copies, other than
         permanent file copies, then in the Selling Holders' possession of the
         prospectus relating to such Registrable Securities current at the time
         of receipt of such notice and that they will immediately notify the
         Company, at any time when a prospectus relating to the registration of
         such Registrable Securities is required to be delivered under the
         Securities Act, of the happening of any event as a result of which
         information previously furnished by the Selling Holders to the Company
         for inclusion in such prospectus contains an untrue statement of a
         material fact or omits to state any material fact required to be stated
         therein or necessary to make the statements therein not misleading in
         the light of the circumstances under which they were made.

                  (c)      As a condition of the fulfillment of its obligations
         under this Agreement, the Company may require the Selling Holders, at
         their own expense, to furnish the Company with such information and
         undertakings regarding such Holders and the distribution of such
         securities as the Company may from time to time reasonably request in
         writing to the extent necessary in order to cause the registration
         statement to comply with the Securities Act, and the Holders, by their
         execution hereof, agree to provide such information and make such
         undertakings as are requested.

                  (d)      In connection with the preparation and filing of each
         registration statement

<PAGE>

         under the Securities Act, the Company will give the Selling Holders,
         and their respective counsel and accountants, the reasonable
         opportunity to participate in the preparation of such registration
         statement, each prospectus included therein or filed with the
         Commission and each amendment thereof or supplement thereto, and will
         give each of them such reasonable access to its books and records and
         such reasonable opportunities to discuss the business of the Company
         with its officers and the independent public accountants who have
         certified its financial statements as shall be necessary to conduct a
         reasonable investigation within the meaning of the Securities Act.

                  (e)      Notwithstanding anything in this Agreement to the
         contrary, the Company will not be required to file any registration
         statement hereunder if an opinion of counsel reasonable acceptable to
         the Selling Holders is rendered to the Company and the Selling Holders,
         to the effect that the sale of the Registrable Securities in the manner
         contemplated by the Selling Holders may be effected without
         registration regardless of the identity or status of the buyer(s) of
         such Registrable Securities. Also, the Company will not be required to
         file any registration statement to cover Registrable Securities that
         are already registered pursuant to a previous registration statement
         that is effective and available for use by the Holders of such
         Registrable Securities to effect sales thereof at such time.

                  (f)      Promptly after a sale of Registrable Securities
         pursuant to the Registration Statement (assuming that no stop order is
         in effect with respect to the Registration Statement at the time of
         such sale), the Company shall cooperate with the Holders and provide
         the transfer agent for the Common Stock with such instructions and
         legal opinions as may be required in order to facilitate the issuance
         to the purchaser (or the Holder's broker) of new unlegended
         certificates for such Registrable Securities.

         4.       INDEMNIFICATION; CONTRIBUTION. If any Registrable Securities
are included in a registration statement under this Agreement:

                  (a)      To the extent permitted by applicable law, the
         Company shall indemnify and hold harmless each Selling Holder, each
         Person, if any, who controls such Selling Holder within the meaning of
         the Securities Act, and each officer, director, partner, and employee
         of such Selling Holder and such controlling Person, against any and all
         losses, claims, damages, liabilities and expenses (joint or several),
         including reasonable attorneys' fees and disbursements and expenses of
         investigation, incurred by such party pursuant to any actual or
         threatened action, suit, proceeding or investigation, or to which any
         of the foregoing Persons may become subject under the Securities Act,
         the Exchange Act or any other federal or state laws, insofar as such
         losses, claims, damages, liabilities and expenses arise out of or are
         based upon any of the following statements, omissions or violations
         (collectively a "Violation"):

                           (i) Any untrue statement or alleged untrue statement
                  of a material fact

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                  contained in such registration statement, including any
                  preliminary prospectus or final prospectus contained therein,
                  or any amendments or supplements thereto;

                           (ii) The omission or alleged omission to state
                  therein a material fact required to be stated therein, or
                  necessary to make the statements therein not misleading; or

                           (iii) Any violation or alleged violation by the
                  Company of the Securities Act, the Exchange Act, any
                  applicable state securities law or any rule or regulation
                  promulgated under the Securities Act, the Exchange Act or any
                  applicable state securities law; provided, however, that the
                  indemnification required by this Section 4(a) shall not apply
                  to amounts paid in settlement of any such loss, claim, damage,
                  liability or expense if such settlement is effected without
                  the consent of the Company (which consent shall not be
                  unreasonably withheld), nor shall the Company be liable in any
                  such case for any such loss, claim, damage, liability or
                  expense to the extent (and only to the extent) that it arises
                  out of or is based upon a Violation which occurs in reliance
                  upon and in conformity with written information furnished to
                  the Company by the indemnified party expressly for use in
                  connection with such registration.

                  (b)      To the extent permitted by applicable law, each
         Selling Holder shall indemnify and hold harmless the Company, each of
         its directors, each of its officers who shall have signed the
         registration statement, each Person, if any, who controls the Company
         within the meaning of the Securities Act, any other Selling Holder, any
         controlling Person of any such other Selling Holder and each officer,
         director, partner, and employee of such other Selling Holder and such
         controlling Person, against any and all losses, claims, damages,
         liabilities and expenses (joint and several), including reasonable
         attorneys' fees and disbursements and expenses of investigation,
         incurred by such party pursuant to any actual or threatened action,
         suit, proceeding or investigation, or to which any of the foregoing
         Persons may otherwise become subject under the Securities Act, the
         Exchange Act or any other federal or state laws, insofar as such
         losses, claims, damages, liabilities and expenses arise out of or are
         based upon any Violation, in each case to the extent (and only to the
         extent) that such Violation occurs in reliance upon and in conformity
         with written information furnished by such Selling Holder expressly for
         use in connection with such registration; PROVIDED, HOWEVER, that the
         indemnification required by this Section 4(b) shall not apply to
         amounts paid in settlement of any such loss, claim, damage, liability
         or expense if settlement is effected without the consent of the
         relevant Selling Holder (which consent shall not be unreasonably
         withheld); and, PROVIDED FURTHER that in no event shall the amount of
         any indemnity under this Section 4(b) exceed the gross proceeds from
         the applicable offering received by such Selling Holder.

                  (c)      Promptly after receipt by an indemnified party under
         this Section 4 of

<PAGE>


         notice of the commencement of any action, suit, proceeding,
         investigation or threat thereof made in writing for which such
         indemnified party may make a claim under this Section 4, such
         indemnified party shall deliver to the indemnifying party a written
         notice of the commencement thereof and the indemnifying party shall
         have the right to participate in, and, to the extent the indemnifying
         party so desires, jointly with any other indemnifying party similarly
         noticed, to assume the defense thereof with counsel reasonably
         satisfactory to the indemnified party; provided, however, that an
         indemnified party shall have the right to retain its own counsel at its
         own expense (except as specifically provided below). The failure to
         deliver written notice to the indemnifying party within a reasonable
         time following the commencement of any such action shall not relieve
         such indemnifying party of any liability to the indemnified party under
         this Section 4 except, if and to the extent that the indemnifying party
         is actually prejudiced thereby, but in no event shall it relieve the
         indemnifying party of any liability that it may have to any indemnified
         party otherwise than pursuant to this Section 4. Any fees and expenses
         incurred by the indemnified party (including any fees and expenses
         incurred in connection with investigating or preparing to defend such
         action or proceeding) shall be paid to the indemnified party, as
         incurred, within sixty (60) days of written notice thereof to the
         indemnifying party (regardless of whether it is ultimately determined
         that an indemnified party is not entitled to indemnification hereunder,
         but in such event such amounts shall be immediately refunded). Any such
         indemnified party shall have the right to employ separate counsel in
         any such action, claim or proceeding and to participate in the defense
         thereof, but the fees and expenses of such counsel shall be the
         expenses of such indemnified party unless (i) the indemnifying party
         has agreed to pay such fees and expenses or (ii) the indemnifying party
         shall have failed to promptly assume the defense of such action, claim
         or proceeding or (iii) the named parties to any such action, claim or
         proceeding (including any impleaded parties) include both such
         indemnified party and the indemnifying party, and such indemnified
         party shall have been advised by counsel that there may be one or more
         legal defenses available to it which are different from or in addition
         to those available to the indemnifying party and that the assertion of
         such defenses would create a conflict of interest such that counsel
         employed by the indemnifying party could not faithfully represent the
         indemnified party, it being understood, however, that the indemnifying
         party shall not, in connection with any one such action, claim or
         proceeding or separate but substantially similar or related actions,
         claims or proceedings in the same jurisdiction arising out of the same
         general allegations or circumstances, be liable for the reasonable fees
         and expenses of more than one separate firm of attorneys (together with
         appropriate local counsel) at any time for all such indemnified
         parties. No indemnifying party shall be liable to an indemnified party
         for any settlement of any action, proceeding or claim without the
         written consent of the indemnifying party, which consent shall not be
         unreasonably withheld.

                  (d)      If the indemnification required by this Section 4
         from the indemnifying party is unavailable to an indemnified party
         hereunder in respect of any losses, claims, damages, liabilities or
         expenses referred to in this Section 4:

<PAGE>

                           (i) The indemnifying party, in lieu of indemnifying
                  such indemnified party, shall contribute to the amount paid or
                  payable by such indemnified party as a result of such losses,
                  claims, damages, liabilities or expenses (x) in such
                  proportion as is appropriate to reflect the relative benefits
                  received by the indemnifying party on the one hand and the
                  indemnified party or parties on the other or (y) if the
                  allocation provided by clause (x) is not permitted by
                  applicable law , in such proportion as to reflect not only the
                  relative benefits received by the indemnifying party on the
                  one hand and the indemnified party or parties on the other,
                  but also the relative fault of the indemnifying party and
                  indemnified parties in connection with the actions which
                  resulted in such losses, claims, damages, liabilities or
                  expenses, as well as any other relevant equitable
                  considerations. The relative fault of such indemnifying party
                  and indemnified parties shall be determined by reference to,
                  among other things, whether any Violation has been committed
                  by, or relates to information supplied by, such indemnifying
                  party or indemnified parties, and the parties' relative
                  intent, knowledge, access to information and opportunity to
                  correct or prevent such Violation. The amount paid or payable
                  by a party as a result of the losses, claims, damages,
                  liabilities and expenses referred to above shall be deemed to
                  include, subject to the limitations set forth in Section 4(a)
                  and (b), any legal or other fees or expenses reasonably
                  incurred by such party in connection with any investigation or
                  proceeding.

                           (ii) The parties hereto agree that it would not be
                  just and equitable if contribution pursuant to this Section
                  4(d) were determined by pro rata allocation or by any other
                  method of allocation which does not take into account the
                  equitable considerations referred to in Section 4(d)(i). No
                  Person guilty of fraudulent misrepresentation within the
                  meaning of Section 11(f) of the Securities Act shall be
                  entitled to contribution from any Person who was not guilty of
                  such fraudulent misrepresentation.

                  (e)      The obligations of the Company and the Selling
         Holders of Registrable Securities under this Section 4 shall survive
         the completion of any offering of Registrable Securities pursuant to a
         registration statement under this Agreement, and otherwise.

         5.       RULE144; EXCHANGE ACT FILINGS. The Company covenants and
agrees that it will file as and when applicable, on a timely basis, all reports
required to be filed by it under the Exchange Act. If, for any reason the
Company is not required to file reports pursuant to the Exchange Act, thereupon
the request of any Holder of Registrable Securities, the Company shall make
publicly available the information specified in subparagraph (c)(2) of Rule 144
of the Securities Act, and take such further action as may be reasonably
required from time to time and as may be within the reasonable control of the
Company, to enable the Holders to transfer Registrable Securities to a
transferee without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 under the Securities Act or any similar
rule or

<PAGE>


regulation hereafter adopted by the Commission. The Company further covenants
and agrees that it will furnish to each Holder so long as such Holder owns
Registrable Securities, promptly upon request, (i) a written statement by the
Company as to the status of its compliance with the reporting requirements of
Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual
or quarterly report of the Company and such other reports and documents so filed
by the Company, and (iii) such other information as may be reasonably requested
to permit the Holders to sell such securities pursuant to Rule 144 without
registration.

         6.       TRANSFER OR ASSIGNMENT OF REGISTRATION RIGHTS. This Agreement
shall be binding upon and inure to the benefit of the respective successors and
assigns of the parties hereto PROVIDED, HOWEVER, that the rights of a Holder
under this Agreement to cause the Company to register the Registrable Shares may
be transferred or assigned only with respect to Shares transferred to an
Affiliate of such Holder.

         7.       CHANGES IN COMMON STOCK. If, and as often as, there are any
changes in the Common Stock by way of stock split, stock dividend, combination,
reclassification, or through merger, consolidation, reorganization or
recapitalization or by any similar means, appropriate adjustment shall be made
in the provisions hereof, as may be required, so that the rights and privileges
granted in this Agreement shall continue with respect to the Common Stock as so
changed.

         8.       MISCELLANEOUS PROVISIONS.

                  (a)      SPECIFIC PERFORMANCE. The parties hereto acknowledge
         that there may be no adequate remedy at law if any party fails to
         perform any of its obligations hereunder and that each party may be
         irreparably harmed by any such failure, and accordingly agree that each
         party, in addition to any other remedy to which it may be entitled at
         law or in equity, may be entitled to compel specific performance of the
         obligations of any other party under this Agreement in accordance with
         the terms and conditions of this Agreement.

                  (b)      NOTICES. All notices, requests, claims, demands,
         waivers and other communications required or permitted hereunder shall
         be in writing and shall be deemed to have been duly given when
         delivered by hand, if delivered personally by courier, or three days
         after being deposited in the mail (registered or certified mail,
         postage prepaid, return receipt requested) as follows:

                           (i)      The Holders at the addresses indicated on
                  the signature page hereof.

                           (ii)     The Company at:

                                    Startec Global Communications Corporation


<PAGE>

                                    10411 Motor City Drive
                                    Bethesda, MD 20817
                                    Attention:  Yolanda S. Faerber, Esq.

                           (iii)    With a copy to:

                                    Piper Marbury Rudnick & Wolfe LLP
                                    1200 Nineteenth Street, NW
                                    Washington, DC 20036
                                    Attention:  Thomas L. Hanley, Esq.

or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.

                  (c)      LAW GOVERNING. THIS AGREEMENT SHALL BE GOVERNED BY
         AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND,
         WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICT OF LAWS.

                  (d)      HEADINGS. The descriptive headings of the several
         Sections and paragraphs of this Agreement are inserted for convenience
         only, and do not constitute a part of this Agreement and shall not
         affect in any way the meaning or interpretation of this Agreement.

                  (e)      ENTIRE AGREEMENT; AMENDMENTS. This Agreement and the
         other writings referred to herein or delivered pursuant hereto which
         form a part hereof contain the entire understanding of the parties with
         respect to its subject matter. This Agreement supersedes all prior
         agreements and understandings between the parties with respect to its
         subject matter. This Agreement may be amended and the observance of any
         term of this Agreement may be waived (either generally or in a
         particular instance and either retroactively or prospectively) only by
         a written instrument duly executed by the Company and the Holder or
         Holders concerned. Each holder of any Registrable Securities at the
         time or thereafter outstanding shall be bound by an amendment or waiver
         authorized by this Section 8(e), whether or not any such Registrable
         Securities shall have been marked to indicate such consent.

                  (f)      COUNTERPARTS. This Agreement may be executed in two
         or more counterparts, each of which shall be deemed an original, but
         all of which together, including those counterparts executed by all
         other Holders who execute counterparts as of the date of this Agreement
         and thereafter, shall constitute one and the same instrument.

                  (g)      VALIDITY, DUE AUTHORIZATION. By its execution hereof,
         the Company represents and warrants that it has the corporate power to
         execute, deliver and perform the

<PAGE>


         terms and provisions of this Agreement and that it has taken all
         appropriate and necessary corporate action to authorize the
         transactions contemplated hereby and the execution, delivery and
         performance of this Agreement.


                            [Signature Page Follows]

<PAGE>


                [Registration Rights Agreement - Signature Page]

By signing and return to the Company a counterpart hereof, this Agreement, along
with all counterparts executed as of the date of this Agreement and thereafter
by additional Holders, will become a binding agreement among the Company and the
Holders signatory to this Agreement.


HOLDER:

By:
   ----------------------------------
Name:
     --------------------------------
Title:
      --------------------------------




The foregoing Registration Rights Agreement is hereby confirmed and accepted as
of the date first written above.


STARTEC GLOBAL COMMUNICATIONS CORPORATION

By:
   ----------------------------------
Name:
     --------------------------------
Title:
      -------------------------------