EXHIBIT 10.44



                                 IRU AGREEMENT



                                    BETWEEN


                    COMPANHIA PORTUGUESA RADIO MARCONI, SA


                                      AND



                   STARTEC GLOBAL COMMUNICATIONS CORPORATION
                                        


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                     TAT-12/13 CABLE NETWORK IRU AGREEMENT


THIS AGREEMENT, made and entered into this 15 day of December, 1998, between:

COMPANHIA PORTUGUESA RADIO MARCONI,  S.A., a corporation  organized and existing
under the laws of  Portugal,  with the capital  stock of PTE  15,600,000,000$00,
corporate body 500069131,  registered in the Commercial Registry of Lisbon under
the number 10844 and having its main office at Av.  Alvaro Pais,  2, 1699 Lisboa
Codex, Portugal (hereinafter called "MARCONI" which expression shall include its
successors and assigns), and

STARTEC GLOBAL  COMMUNICATIONS  CORPORATION,  a Maryland  corporation having its
principal  office at 10411  Motor City  Drive,  Suite 301,  Bethesda,  MD 20817,
U.S.A.,  (hereinafter  called  "STARTEC",  which  expression  shall  include its
successors and assigns).


WITNESSETH

WHEREAS,  an Agreement  (hereinafter  called  "TAT-12/13 C&MA") was entered into
effective  16 December  1992 and  amended on 28  September  1993,  amended on 27
September 1994, amended on 17 October 1995, amended on 12 April 1996, amended on
31 August 1996 and amended 21 April 1997,  to provide,  construct,  maintain and
operate the TAT-12/13  Cable Network  (hereinafter  called  "TAT-12/13"  or "the
Cable Network"),  connecting the United States Mainland, on the west, and points
in or reached via the United Kingdom and France on the east; and

WHEREAS, MARCONI is a Party to the TAT-12/13 C&MA; and

WHEREAS, TAT-12/13 shall be regarded as consisting of the following Segments:
Segment A: a cable station in Greenhill, Rhode Island, United States.
Segment B: a cable station in Lands End, the United Kingdom.
Segment C: a cable station in Penmarch, France.
Segment D: a cable station in Shirley, New York, United States.
Segments  E,  F, G and H: a submarine cable network linking Segments A, B, C and
D.


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Segments A, B, C and D shall each  consist of an  appropriate  share of land and
buildings at the  specified  locations  for the cable  landing and for the cable
right-of-way  and ducts between a cable station and its respective Cable Landing
Point,  and an appropriate  share of common  services and equipment  (other than
services  and  equipment  associated  solely with the Cable  Network) at each of
those  locations  together with equipment in each of those cable stations solely
associated with the TAT-12/13, but which is not part of Segments E, F, G and H.

Segments  E, F, G and H:  The  whole of the  Submarine  cable  network  provided
between and among and including the System  Interfaces at the cable  stations in
the United States,  the United Kingdom and France, and shall be comprised of two
fiber pairs between each of the cable stations.  Unless  otherwise agreed by the
TAT-12/13 General Committee,  each fiber pair in Segments E, F, G and H shall be
capable of operating at 4.8 Gigabits per second (Gb/s),  and shall consist of 32
Basic System Modules.

Segment E, F, G and H shall also include:

(i)   all  transmission,  power  feeding and  special  test  equipment  directly
      associated with the submersible plant;
(ii)  the power equipment  provided wholly for use with the equipment  listed in
      (i) above;
(iii) the  transmission  cable equipped with  appropriate  repeaters,  and joint
      housings between the cable stations; and
(iv)  the sea earth cable and electrode system and/or the land earth system,  or
      an appropriate  share thereof,  associated with the terminal power feeding
      equipment, including that of Segment H; and


WHEREAS,  a MIU is defined in the  TAT-12/13  C&MA as a unit  designated  as the
minimum unit of investment  in the Cable  Network  allowing the use of 2,048,000
bits per  second  and the  additional  162,539  bits  per  second  required  for
multiplexing in each direction.

WHEREAS,  MARCONI and STARTEC  have agreed that a portion of the capacity in the
Cable Network  currently  wholly assigned to MARCONI shall be offered to STARTEC
for purchase on an Indefeasible  Right of Use basis  (hereinafter  called "IRU")
for the use of STARTEC; and

WHEREAS,  STARTEC,  as an IRU interest  holder,  will  possess an exclusive  and
irrevocable right to use, but not the right to control the facility; and


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WHEREAS,  it  is  now  desired  to  define  the  terms and conditions upon which
STARTEC will be granted the IRU in that capacity.


NOW,  THEREFORE,  the Parties hereto,  in  consideration of the mutual covenants
herein expressed, covenant and agree with each other as follows:


1.   MARCONI grants to STARTEC, on an IRU basis, for the term of this Agreement,
     an interest in one (1) Minimum Investment Unit (hereinafter  called "MIU"),
     in Segments between Greenhill (U.S.) and Penmarch (France).

2.   For the IRU  interest  in one  MIU  granted  to  STARTEC  pursuant  to this
     Agreement, STARTEC shall pay to MARCONI the following:

     (i)  A lump sum amount of one hundred seventy thousand  ($170,000)  Dollars
          equal to its share of the capital costs incurred for Segments  between
          Greenhill  (U.S.)  and  Penmarch  (France),  on the date in which this
          Agreement becomes effective.

     (ii) A quarterly  amount  equal to the  portion of the costs of  operating,
          maintaining  and  repairing  the Cable  Network  allocable  to the MIU
          granted to STARTEC hereunder on a pro-rata basis.

     (iii)STARTEC  shall pay all bills  rendered  to it by MARCONI  pursuant  to
          this  Agreement by the end of the month  following  the month in which
          the bills are  rendered.  All bills will be  payable in United  States
          dollars.

     (iv) Bills  not  paid by the due date  will  incur a  quarterly  compounded
          financing charge at a rate ten (10) percent per year, effective during
          the period that the payment is overdue.

     (v)  If STARTEC is unable to make payments when required by this  Agreement
          on the day it is due, or otherwise is in breach of this Agreement, and
          such default continues for a period of at least one (1) month, MARCONI
          may  notify  STARTEC  in  writing  of its  intent  to  terminate  this
          Agreement.  Upon receipt of such  notification  from MARCONI,  STARTEC
          will have thirty (30) calendar days to remedy such breach or make such
          payment. If at the end of the thirty (30) day period,  STARTEC has not
          paid in full the  amounts  due  hereunder  or  remedied  such  breach,
          MARCONI may proceed to  terminate  this  Agreement  by giving  STARTEC
          written  notice  thereof  effective  upon the date of  mailing or such
          later date as may be  specified  in the notice,  and


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          MARCONI shall be relieved of any  liability to STARTEC  arising out of
          such  termination.  The rights and  obligations  of STARTEC under this
          Agreement shall  terminate as of the date of termination,  except that
          the  termination  shall not relieve  STARTEC of its obligation to make
          full payment of all amounts  incurred  under this  Agreement up to and
          including the day of termination.

3.   In the event  that the  total  number of  equivalent  MIUs  which the Cable
     Network involved is capable of providing is reduced as a result of physical
     deterioration,  or for other  reasons  beyond the control of Parties to the
     TAT-12/13  C&MA, and if such  reduction  shall extend to fractions of MIUs,
     the number of circuits sold to STARTEC hereunder may be reduced in the same
     proportion as the total number of circuits is reduced.

4.   Neither Party shall be liable to the other for any loss or damage sustained
     by  reason  of  any  failure  in or  breakdown  of,  or of  the  facilities
     associated  with the Cable  Network,  or for any  interruption  of  service
     whatsoever  shall be the cause of such failure,  breakdown or  interruption
     and however long it shall last.

5.   The  operation by STARTEC of the IRU interest  granted to it hereunder  and
     any  equipment  associated  herewith with the previous  written  consent of
     MARCONI shall be such as not to interrupt, interfere with or impair service
     over any of the facilities comprising the Cable Network, any other circuits
     of  MARCONI  or  any  circuits  of  MARCONI's  associated,   affiliated  or
     connecting companies or of other right of user grantees,  impair privacy of
     any communications over such facilities or circuits, cause damage to plant,
     or create hazards to the employees of any of the aforementioned  companies,
     or of any owner of the  aforementioned  facilities  or  circuits  or to the
     publlc.  STARTEC  shall  hold  harmless  MARCONI  and  bear the cost of any
     additional protective apparatus reasonably required to be installed because
     of the use of facilities by STARTEC, any lessee of STARTEC, or any customer
     or customers of STARTEC or of any such lessee, and the cost of any possible
     damage thereto related.

     A consent granted under this clause may be revoked at anytime by MARCONI if
     the provisions of the clause are not fulfilled.  Such  equipment,  if used,
     shall not  constitute  a part of  TAT-12/13.  Similar  obligations  will be
     included in any such agreements made with users of TAT-12/13.


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6.   The capacity in the Cable Network made available to STARTEC hereunder shall
     be maintained,  or caused to be maintained,  in efficient  working order in
     accordance with the TAT-12/13 C&MA.

     In this regard,  at a time  agreeable  to MARCONI,  the MIU sold to STARTEC
     hereunder  shall be made  available  to  MARCONI  to make  such  tests  and
     adjustments  as may be  necessary  for such  circuits to be  maintained  in
     efficient working order.

7.   In the event of liquidation of the Cable Network,  or any part thereof,  by
     sale or other  disposition,  during the term in which this  Agreement is in
     force,  MARCONI  shall share with  STARTEC the net Proceeds or cost of such
     sale or  disposition,  STARTEC's  share  of  such  proceeds  or cost  being
     proportionate  to its  contribution  to the capital  cost of the subject of
     said liquidation or disposition.

8.   No license under patents is granted by MARCONI or shall be implied or arise
     by estoppel in STARTEC's  favour with respect to any  apparatus,  system or
     method  used by  STARTEC in  connection  with the use of the MIU sold to it
     hereunder.  With  respect  to claims of patent  infringement  made by third
     persons,  (i) MARCONI will save STARTEC harmless against claims arising out
     of the  use by  STARTEC  of such  half  circuits  in  accordance  with  the
     provision of this  Agreement,  and (ii) STARTEC will save MARCONI  harmless
     against  claims  arising out of combining  such half circuits or using such
     half circuits in connection  with any apparatus,  system or method provided
     by STARTEC.

9.   MARCONI  shall  keep and  maintain  for a period of not less than three (3)
     years such  books,  records,  vouchers  and  accounts of all its costs with
     respect to the  provision  and  maintenance  of the Cable Network as may be
     appropriate  to support  the billing of any such costs to STARTEC and shall
     at all reasonable times make them available for inspection by STARTEC.

10.  The performance of this Agreement by the Parties is contingent upon:

     (i)  The provision and continued operation of the Cable Network; and

     (ii) the   obtaining  and   continuance   of  such   approvals,   consents,
          governmental  authorizations,  licenses and permits as may be required
          or be deemed  necessary by the Parties  hereto.  The Parties shall use
          their best efforts to

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          obtain and continue such approvals, consents, authorizations, licenses
          and permits.

11.  Unless otherwise  stipulated,  no transfer of the rights granted under this
     Agreement  or of any right  resulting  from it by either of the  Parties to
     this Agreement shall be considered valid without the written consent of the
     other  Party  to  this  Agreement,  except  to a  successor  or  assign  or
     subsidiary of such Party,  or  corporation  controlling,  or under the same
     control as such Party,  in which case  written  notice  shall be given in a
     timely manner by the Party making said transfer.

12.  This Agreement and any of the provisions  hereof may be altered or added to
     by any  other  agreement  in  writing  signed  by  both  Parties  by a duly
     authorized person on behalf of each Party.

13.  The relationship  between the Parties hereto shall not be that of partners,
     and nothing  contained  herein shall be deemed to  constitute a partnership
     between them.

14.  This  Agreement  shall be binding  upon,  and inure to the  benefit of, the
     Parties, their successors, administrators and permitted assigns.

15.  This  Agreement  shall  become  effective  on the date and year first above
     written  and shall  continue in effect for the  duration  of the  TAT-12/13
     C&MA.  MARCONI shall give STARTEC  notice in writing of the  termination of
     the  TAT-12/13  C&MA  by  not  less  than  three  (3)  months  before  such
     termination.

16.  For all purposes,  the addresses of the Par-ties to this Agreement shall be
     as  follows,  unless  otherwise  designated  in writing  by the  respective
     Parties:

     Vendor
     ------
     COMPANHIA PORTUGUESA RADIO MARCONI, SA
     Av. Alvaro Pais, no 2
     1699 LISBOA CODEX
     PORTUGAL


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     Purchaser
     ---------
     STARTEC GLOBAL COMMUNICATIONS CORPORATION
     10411 Motor City Drive
     Suite 301, Bethesda
     MD 20817, U.S.A.

17.  All information,  except such  information in the public domain,  exchanged
     between  the  Parties  under  this  Agreement  or during  the  negotiations
     preceding this Agreement and relating  either to the existence or terms and
     conditions  of  this  Agreement  or any  activities  contemplated  by  this
     Agreement is  confidential  to them,  their  employees,  legal advisers and
     other   consultants   and  may  not  be   disclosed  to  any  third  Party.
     Notwithstanding anything to the contrary or contained herein, a Party shall
     be allowed to  disclose  confidential  information  pursuant to judicial or
     governmental order or if otherwise required to do so by law.

18.  a)   All disputes arising in connection with the present Agreement shall be
          finally settled under the rules of Conciliation and Arbitration of the
          International Chamber of Commerce by one or more arbitrators appointed
          in accordance of said rules.

     b)   The  arbitrator  or  arbitrators  are  authorized  to act  as  amiable
          mediators (ex aequo et bono) in reaching a conclusion as to the rights
          and obligations of the parties in dispute, under the English Law.

     c)   The arbitration  shall take place in London, at a venue to be fixed by
          arbitrator or  arbitrators,  and the Language of arbitration  shall be
          the English.

19.  This  Agreement  shall  be  executed  in two  counterparts  in the  English
     language.  Each  counterpart,  when  executed  and  delivered,  shall be an
     original,  and such  counterparts  shall  together (as well as  separately)
     constitute one and the same instrument.

IN  WITNESS WHEREOF, the Parties hereto have severally subscribed these presents
or  caused  them  to be subscribed in their names and behalf by their respective
officers thereunto duly authorized.


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COMPANHIA PORTUGUESA RADIO MARCONI, SA
By:

Lisbon, 23 November 1998

(SEAL) (SEAL) (SEAL) (SEAL)

STARTEC GLOBAL COMMUNICATIONS CORPORATION
By:

Bethesda, /s/ RY 1998
 



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