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                                                                   EXHIBIT 10.59


                                 PROMISSORY NOTE


$ 10,000,000                                                   Washington, D.C.
                                                                 April 13, 2001


              FOR VALUE RECEIVED, STARTEC GLOBAL OPERATING COMPANY, a Delaware
corporation (collectively with successors and assigns, "Startec") and STARTEC
GLOBAL LICENSING COMPANY, a Delaware corporation (collectively with successors
and assigns, "Startec Licensing; Startec and Startec Licensing being
collectively referred to herein as "Maker"), promise to pay to the order of
ALLIED CAPITAL CORPORATION, a Maryland corporation (collectively with successors
and assigns, "Holder"), the principal sum of Ten Million Dollars ($10,000,000),
together with interest as set out herein at its offices in the District of
Columbia or such other place as Holder may designate in writing, or by wire
transfer to Holder's designated bank account.

              1. LOAN AGREEMENT. This Promissory Note (this "Note") has been
issued under the terms of a Loan Agreement (Unsecured) between the Maker and the
Holder dated the date hereof (collectively with all modifications, renewals,
extensions and replacements thereof and therefor, the "Agreement"). This Note
evidences the obligation of the Maker to repay a loan in the aggregate principal
amount of Ten Million Dollars ($10,000,000) made pursuant to the Agreement. The
Holder is entitled to the benefits of the Agreement and all of the exhibits
thereto, and reference is made thereto for a description of all rights and
remedies thereunder. Neither reference to the Agreement, nor any provision
thereof shall affect or impair the absolute and unconditional obligation of the
Maker to pay, when due, the principal amount hereof, together with all interest
accrued thereon. Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Agreement.

              2. INTEREST RATE; PAYMENT; DEFAULT RATE.

                 (a) ACCRUAL, PAYMENT AND DEFAULT RATES. Commencing on the date
hereof and continuing until payment of the indebtedness hereunder in full,
interest shall (subject to the immediately following sentence) accrue on the
unpaid balance hereof at the fixed rate of fifteen percent (15%) per annum (the
"Accrual Rate") and shall be payable quarterly, in arrears, at the fixed rate of
ten percent (10%) per annum (the "Payment Rate") as set out in subparagraph (b)
below. The Accrual Rate shall increase to 18% per annum when and if an Event of
Default shall occur, and such rate shall remain in effect until the relevant
payment is made or such Event of Default is otherwise cured, whereupon the
Accrual Rate shall decline to the rate previously in effect.

                 (b) PAYMENTS. On the fifteen (15th) day of each May and
November of the term hereof commencing May 15, 2001, payments of interest
accrued at the Interest Rate through the end of the immediately preceding
three-month period (or in the case of the payment due on May 15, 2001, through
the end of the period beginning at Closing and ending on May 14, 2001) shall be
due and payable.

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                 (c) DEFERRAL AND COMPOUNDING. On the fourteenth (14th) day of
each May and November of the term hereof, the then outstanding principal balance
of this Note shall be increased by an amount (the "PIK Amount") equal to the
difference between (i) interest accruing at the Accrual Rate on the principal
balance of this Note outstanding from time to time during the immediately
preceding three month period (or in the case of such increase occurring on May
14, 2001, during the period beginning at Closing and ending on May 14, 2001),
and (ii) interest calculated at the Payment Rate on the principal balance of
this Note outstanding from time to time during such three month period (or in
the case of such increased occurring on May 14, 2001, during the period
beginning at Closing and ending on May 14, 2001). After the end of each such
period, interest shall be calculated on the then outstanding principal balance
of this Note, as increased by the PIK Amount for such period and decreased by
any principal repayments during such period, with the end result that unpaid
interest under this Note shall be compounded quarterly.

                 (d) OPTIONAL PAYMENT OF PIK AMOUNT. Maker may pay the PIK
Amount for any period in whole or in part at any time, either before or after it
is added to the principal balance hereof.

              3. RIGHT TO REPAYMENT UPON CHANGE IN CONTROL. If a Change of
Control shall occur, Holder shall have the right to require the unpaid principal
balance of the Note, and all accrued and unpaid interest thereon, to become due
and payable in accordance with the terms of Article 8 of the Agreement.

              4. MATURITY. The entire indebtedness hereunder shall become due
and payable July 1, 2005, if not previously paid in full or brought to maturity
by the provisions herein for acceleration.

              5. PREPAYMENT. Payment of any installment of principal may be made
in whole or in part prior to the date when payment thereof shall become due
without penalty or premium.

              6. COMPUTATION OF INTEREST. Interest due hereunder shall be
computed on the per annum basis of a year of three hundred sixty (360) days for
the actual number of days (including the first day but excluding the last day),
elapsed.

              7. INTEREST RATE LIMIT. Notwithstanding any other provision herein
or in any related document, Holder shall not be entitled to contract for,
charge, take, reserve, receive or apply as interest on the indebtedness any
amount in excess of the sum corresponding to the highest rate of interest
allowable under applicable law (hereinafter, "the Highest Lawful Rate"); and in
the event that Holder contracts for, charges, takes, reserves, receives or
applies as interest any such amount, it shall be deemed a partial prepayment of
principal and treated hereunder as such; and, if the indebtedness is paid and
performed in full, any remaining excess shall forthwith be paid to the Maker. In
determining whether or not the interest paid or payable, under any specific
contingency, exceeds the Highest Lawful Rate, Holder and the Maker shall, to the
maximum extent permitted under applicable law, (i) treat all loans by Holder to
Maker as but a single extension of credit, (ii) characterize any nonprincipal
payment as an expense or fee rather than as interest, (iii) exclude voluntary
prepayments and the effects thereof and (iv) "spread" the


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total amount of interest throughout the entire contemplated term of the
indebtedness, PROVIDED, THAT if the indebtedness is paid and performed in full
prior to the end of the full contemplated term thereof, and if the interest
received for the actual period of existence thereof exceeds the Highest Lawful
Rate, Holder shall refund such excess and, in such event, Holder shall not be
subject to any penalties provided by any laws limiting rates of interest.

              8. OTHER PAYMENT PROVISIONS. The Maker shall make each payment
hereunder not later than 4:00 P.M. (Eastern time) on the day when due, without
offset, in lawful money of the United States of America to the Holder in same
day funds. All payments will be applied first to costs and fees owing hereunder,
second to the payment of interest accrued through the date of payment and third
to the payment of principal. If the date for any payment or prepayment hereunder
falls on a day which is not a business day, then for all purposes of this Note
the same shall be deemed to have fallen on the next business day, and such
extension of time shall be included in the computation of interest.

              9. DEFAULT AND ACCELERATION. If payments are not made within
thirty (30) days of the due date of any principal or interest installment as and
when provided herein, or if any other Event of Default, as defined in the
Agreement, should occur then by written notice to Maker a default may be
declared at the option of the Holder without presentment, demand, protest, or
further notice of any kind (all of which are hereby expressly waived). In such
event and upon such declaration having been made, the full balance of the
indebtedness hereunder may, at Holder's option, become due and payable,
including all unpaid principal amounts, accrued interest and any costs
(including reasonable attorneys' fees), and the Holder shall be entitled to any
other remedies which may be available hereunder, under the Agreement, the other
Loan Documents, or any applicable law.

              10. NO IMPLIED WAIVER. No course of dealing between the Holder and
any other party hereto or any failure or delay on the part of the Holder in
exercising any rights or remedies hereunder shall operate as a waiver of any
rights or remedies of the Holder under this or any other applicable instrument.
No single or partial exercise of any rights or remedies hereunder shall operate
as a waiver or preclude the exercise of any other rights or remedies hereunder.

              11. CHOICE OF LAW; NON-EXCLUSIVE VENUE AND JURISDICTION; SERVICE
OF PROCESS. This Note shall be interpreted, and the rights and liabilities of
the parties hereto determined, in accordance with the laws of the District of
Columbia, without regard to its principles of conflicts of law. Venue for any
adjudication hereof may be in the courts of the District of Columbia or the
Federal courts in the District of Columbia, to the jurisdiction of which courts
the Maker hereby submits, as the agreement of such party, as not inconvenient
and as not subject to review by any court other than such courts in the District
of Columbia. The Maker intends and agrees that the courts of the jurisdictions
in which the Maker is incorporated and conducts business shall afford full faith
and credit to any judgment rendered by a court of the District of Columbia
against the Maker hereunder, and that such District of Columbia and federal
courts shall have IN PERSONAM jurisdiction to enter a valid judgment against the
Maker. Service of any summons and/or complaint hereunder and any other process
which may be served on the Maker in any action in respect hereto, may be made by
mailing via registered mail or delivering a copy of such process to the address
specified for the Maker in the Agreement. The Maker agrees that this submission

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to jurisdiction and consent to service of process are reasonable and made for
the express benefit of the Holder.

              12. WAIVER OF JURY TRIAL. THE MAKER WAIVES ALL RIGHT TO TRIAL BY
JURY OF ALL CLAIMS, DEFENSES, COUNTERCLAIMS AND SUITS OF ANY KIND DIRECTLY OR
INDIRECTLY ARISING FROM OR RELATING TO THIS INSTRUMENT OR THE DEALINGS OF THE
PARTIES IN RESPECT HERETO. THE MAKER ACKNOWLEDGES AND AGREES THAT THIS PROVISION
IS A MATERIAL TERM OF THIS INSTRUMENT AND THAT THE HOLDER WOULD NOT EXTEND ANY
FUNDS HEREUNDER IF THIS WAIVER OF JURY TRIAL WERE NOT A PART OF THIS INSTRUMENT.
THE MAKER ACKNOWLEDGES THAT THIS IS A WAIVER OF A LEGAL RIGHT AND THAT IT MAKES
THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH, OR THE
OPPORTUNITY TO CONSULT WITH, COUNSEL OF ITS CHOICE. THE MAKER AGREES THAT ALL
SUCH CLAIMS, DEFENSES, COUNTERCLAIMS AND SUITS SHALL BE TRIED BEFORE A JUDGE OF
A COURT OF COMPETENT JURISDICTION, WITHOUT A JURY.

              13. EXPENSES. The Maker shall pay all of Holder's reasonable
expenses of any nature actually incurred, which may be necessary, either before
or after a Default or an Event of Default, for the enforcement or preservation
of Holder's rights under this Note, including but not limited to reasonable
attorneys' fees, appellate costs and fees, and costs incurred by Holder as a
participant in any bankruptcy proceeding, workout, debt restructuring, extension
of maturity or document amendment, involving the Maker or any other obligor
under the Note. Holder is authorized to pay at any time and from time to time
any or all of such expenses, add the amount of such payment to the amount of
principal outstanding and charge interest thereon at the rate specified herein.

              14. DEFINITIONS. The term INDEBTEDNESS shall mean the debts
evidenced by this Note, including principal, interest and expenses whether
contingent, now due or hereafter to become due, and any amendments or
modifications hereto. Whenever used, the singular number shall include the
plural, the plural the singular, and the use of any gender shall include all
genders.

              15. INTERCREDITOR AND SUBORDINATION AGREEMENT. This Note is
subject to the terms of that certain Intercreditor and Subordination Agreement
among NTFC Capital Corporation, Holder and Startec.


      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]



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              IN WITNESS WHEREOF, the Maker affixes its hand and seal as of the
date first above written.


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<CAPTION>

SEAL:                                       STARTEC GLOBAL OPERATING COMPANY

<S>                                        <C>


Attest:  /s/ YOLANDA STEFANOU FAERBER        By:  /s/ PRABHAV V. MANIYAR
        --------------------------------         -----------------------------
         Yolanda Stefanou Faerber,                Prabhav V. Maniyar
         Assistant Secretary                      Vice President and Secretary


SEAL:                                       STARTEC GLOBAL LICENSING COMPANY



Attest:  /s/ YOLANDA STEFANOU FAERBER        By: /s/ PRABHAV V. MANIYAR
        --------------------------------         -----------------------------
         Yolanda Stefanou Faerber,               Prabhav V. Maniyar
         Assistant Secretary                     Vice President and Secretary


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                            CORPORATE ACKNOWLEDGEMENT

State of Maryland                   )
                                    )
County of Montgomery                )

              On the 13th day of April, 2001, before me came Ram Mukunda, who
being by me duly sworn, did depose and say that he is the President of Startec
Global Operating Company and Startec Global Licensing Company, the corporations
described above and which executed the note hereof; that he knows the seals of
such corporations; that the seals affixed to such note are such corporate seals;
that each was so affixed by order of the respective Boards of Directors of such
corporations; and that he signed his name thereto by like order.

                                   /s/ PATRICIA E. MITCHELL
                                  ------------------------------------------
                                               Notary Public

My commission expires:

 Patricia E. Mitchell
   Notary Public
My Commission Expires
   March 1, 2002