EXHIBIT 10.41



                           LOAN AND SECURITY AGREEMENT

                                 By and Between

                               PRABHAV V. MANIYAR

                                  ("Borrower")

                    STARTEC GLOBAL COMMUNICATIONS CORPORATION

                                   ("Lender")

                                December 31, 1998



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                           LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY  AGREEMENT (the  "Agreement")  is made as of December 31,
1998  by and  between  Prabhav  V.  Maniyar  ("Borrower"),  and  Startec  Global
Communications Corporation, a Maryland corporation ("Lender").


                                    RECITALS

A.   WHEREAS, Borrower desires to borrow funds from Lender and Lender is willing
     to establish such arrangements for and make loans to Borrower, on the terms
     and conditions set forth below.

B.   WHEREAS,   the  parties  to  define  the  terms  and  conditions  of  their
     relationship and to reduce their agreements to writing.

NOW, THEREFORE,  in consideration of the promises and convents contained in this
Agreement,  and for other  good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

As used in  this  Agreement,  the  following  terms  shall  have  the  following
meanings:

Section 1.1. Agreement.  "Agreement" means this Loan and Security Agreement,  as
it may be amended or supplemented from time to time.

Section 1.2.  Applicable  Interest  Rate.  "Applicable  Interest  Rate" means an
interest rate of 7.87% per annum.

Section 1.3.  Borrowed  Money.  "Borrowed  Money" means any  obligation to repay
money, any indebtedness evidenced by this Loan and Security Agreement.

Section 1.4. Borrower. "Borrower" has the meaning set forth in the Preamble.

Section  1.5.  Business  Day.  "Business  Day" means any day on which  financial
institutions are open for business in the State of Maryland, excluding Saturdays
and Sundays.

Section 1.6.  Closing Date.  "Closing" and "Closing Date" mean the date on which
this Agreement is executed by and between and Borrower and the Lender.

Section 1.7. Lender. "Lender" has the meaning set forth in the Preamble.

Section 1.8. Loan. "Loan" has the meaning set forth in Section 2.1 (a).


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Section 1.9. Loan Documents.  "Loan Documents" means and includes this Agreement
and each and every other  document  now or  hereafter  delivered  in  connection
therewith, as any of them may be amended, modified, or supplemented from time to
time.

Section 1.10. Person.  "Person" means an individual,  partnership,  corporation,
trust,   joint  venture,   joint  stock  company,   limited  liability  company,
association,  unincorporated organization,  Governmental Authority, or any other
entity.

Section 1.11 Term. "Term" has the meaning set forth in Section 2.3.


                                   ARTICLE II

                                      LOAN

Section 2.1.      Terms.

     (a)  Borrower and Lender agree that the aggregate principal amount given by
          Lender to Borrower  hereunder  (the  "Loan")  will be Five Hundred and
          Fifty Thousand Dollars ($550,000.00).

     (b)  Borrower  hereby  agrees to repay Lender the  principal  amount of the
          Loan pursuant to the terms and conditions  set forth herein.  Borrower
          further  agrees to pay the Lender  interest  on the Loan from the date
          hereof until  repaid,  at a rate per annum in arrears (on the basis of
          the actual  number of days  elapsed  over a year of 360 days) equal to
          the Applicable Interest Rate.

Section 2.2.  Payments.  Principal  payable on account of this Loan shall be due
and payable by Borrower to Lender  December 31, 1999.  Interest shall be due and
payable on the last Business Day of each calendar  quarter and upon the maturity
of this Loan.

Section 2.3. Term.

     (a)  This Agreement shall be in effect from the Closing Date until June 30,
          1999 ("the Term").

Section 2.4. Security

     (a)  Borrower  and  Lender  agree  that  this  Loan  and  accrued  interest
          thereunder  shall be  secured  by,  and  Lender  shall have full legal
          recourse to, all of Borrower's  personal  estate,  including,  but not
          limited to all  now-owned  and  hereafter  acquired  real or  personal
          property, deposit accounts, money, insurance proceeds,  securities and
          rights to payment of every kind and description, and all of Borrower's
          contract rights,  and all of Borrower's  rights,  remedies,  interest,
          security and liens, in any real or personal  property.  Lender's right
          of recourses to the  security  described  herein shall be secondary to
          any pre-existing security interests in such property held by any other
          Persons.  Borrower and Lender further agree that all accrued  interest
          is non-refundable.


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                                   ARTICLE III

                                  MISCELLANEOUS

Section 3.1. Entire Agreement;  Amendments.  This Agreement constitutes the full
and entire  understanding  and agreement  among the parties with regard to their
subject  matter  and   supersedes   all  priors  written  or  oral   agreements,
understandings,  representations  and warranties made with respect  thereto.  No
amendment,  supplement or  modification  of this Agreement nor any waiver of any
provision  thereof shall be made except in writing executed by the party against
whom enforcement is sought.

Section 3.2. Notices.  Any notice or other  communication  required or permitted
hereunder shall be in writing and personally delivered,  mailed by registered or
certified  mail  (return  receipt  requested  and  postage  prepaid),   sent  by
telecopier  (with a confirming  copy sent by regular  mail),  or sent by prepaid
overnight  courier  service,  and addressed to the relevant party at its address
set forth below,  or at such other address as such party may, by written notice,
designate as its address for purposes of notice hereunder:

               (a)  If to Lender, at:
                    Startec Global Communications Corporation
                    10411 Motor City Drive
                    Bethesda, MD  20817
                    Attention:  Subhash Pai, Vice President and Controller
                    Telephone:  (301) 365-8969

               (b)  If to Borrower , at:
                    Prabhav V. Maniyar
                    303 Ainstree Court
                    Vienna, VA  22180
                    Attention:  Prabhav V. Maniyar
                    Telephone:  (703) 242-6562

If mailed, notice shall be deemed to be given five (5) days after being sent, if
sent by personal delivery or telecopier, notice shall be deemed to be given when
delivered, and if sent by prepaid courier, notice shall be deemed to be given on
the next Business Day following deposit with the courier.

Section 3.3. Severability. If any term, covenant or condition of this Agreement,
or the  application  of  such  term,  covenant  or  condition  to any  party  or
circumstance  shall be found by a court of competent  jurisdiction to be, to any
extent,  invalid or  unenforceable,  the remainder of  circumstances  other than
those as to which it is held  invalid or  unenforceable,  shall not be  affected
thereby, and each term, covenant or condition shall be valid and enforced to the
fullest  extent  permitted  by law.  Upon  determination  that  any  such  term,
convenant or condition is invalid, illegal or unenforceable,  the parties


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hereto shall amend this  Agreement  so as to effect the  original  intent of the
parties as closely as possible in an acceptable manner.

Section  3.4.  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute but one instrument.

Section 3.5.  Interpretation.  No provision of this  Agreement or any other Loan
Document shall be interpreted or construed  against any party because that party
or its legal representative drafted that provision. The titles of the paragraphs
of this Agreement. Any pronoun used in this Agreement shall be deemed to include
singular and plural and  masculine,  feminine and neuter  gender as the case may
be. The words "herein,"  "hereof," and  "hereunder"  shall be deemed to refer to
this entire Agreement, except as the context otherwise requires.

Section 3.6. Third Parties.  No rights are intended to be created  hereunder for
the benefit of any third party donee,  creditor,  or incidental  beneficiary  of
Borrower. Nothing contained in this Agreement shall be construed as a delegation
to Lender of Borrower's  duty of  performance,  including,  without  limitation,
Borrower's  duties  under any account or contract in which Lender has a security
interest.

Section 3.7.  Construction.  The validity and construction of this Agreement and
all matters pertaining hereto shall be determined in accordance with the laws of
the State of Maryland.


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

                                              LENDER:

ATTEST:                                       STARTEC GLOBAL
                                              COMMUNICATIONS CORPORATION
                                              A Maryland corporation

By:                                           By:
   ------------------------------------          -------------------------------
   Name:  Subhash Pai                            Name:  Ram Mukunda
   Title: Vice President and Controller          Title: President and CEO


                                              BORROWER:

ATTEST:                                       PRABHAV V. MANIYAR

By:                                           By:
   ------------------------------------          -------------------------------
   Name:  Subhash Pai                            Name:  Prabhav V. Maniyar
   Title:    Vice President and Controller