EXHIBIT 10.42



                                 IRU AGREEMENT


                                    BETWEEN



                     COMPANHIA PORTUGUESA RADIO MARCONI, SA



                                      AND



                   STARTEC GLOBAL COMMUNICATIONS CORPORATION







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                       TPC-5 CABLE NETWORK IRU AGREEMENT


THIS  AGREEMENT,  made  and  entered  into  this Dec 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,
corporte  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  "TPC-5  C&MA")  was  entered into
effective  29  October  1992  and  amended on 16 May 1995, amended on 31 October
1995,  amended  on  17  June,  1996  and  amended  3  December 1996, to provide,
construct,  maintain  and  operate  the  TPC-5 Cable Network (hereinafter called
"TPC-5"  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 TPC-5 C&MA; and

WHEREAS, TPC-5 shall be regarded as consisting of the following Segments:
Segment A: a cable station at Coos Bay, Oregon, U.S.A.
Segment B: a cable station at San Luis Obispo, California, U.S.A.
Segment C: a cable station at Keawaula, Hawaii, U.S.A.
Segment D: a cable station at Tumon Bay, Guam.
Segment E: a cable station at Miyazaki, Japan.
Segment F: a cable station at Ninomiya, Japan.

Segments A, B, C, D, E and F shall consist of:

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(i)  an appropriate  share of land and buildings at the specified  locations for
     the cable landing and for the cable route including cable rights-of-way and
     ducts or  conduits  between  the cable  station  and its  respective  Cable
     Landing Point, and an appropriate share of common services and equipment at
     each of the locations; and

(ii) cable station equipment  including  multiplex equipment down to the primary
     level,  as required,  in each of the cable stations  associated  solely and
     directly with the TPC-5.


Segment G: The whole of the submarine  cable provided  between and including the
Network  Interface at the cable station at San Luis Obispo,  California,  on the
U.S.  Mainland,  and the Network  Interface  at the cable  station at  Keawaula,
Hawaii,  and containing two optical fiber pairs, each such fiber pair capable of
operating at 4.8 Gigabits per second (Gbit/s), one of which is the Service Fiber
Pair and the other of which is the Restoration Fiber Pair.

Segment H: The whole of the submarine  cable provided  between and including the
Network  Interface  at the cable  station at Keawaula,  Hawaii,  and the Network
Interface at the cable station at Tumon Bay,  Guam,  and  containing two optical
fiber  pairs,  each such fiber pair  capable of  operating  at 4.8  Gigabits per
second  (Gbit/s),  one of which is the Service Fiber Pair and the other of which
is the Restoration Fiber Pair.

Segment I: The whole of the submarine  cable provided  between and including the
Network  Interface  at the cable  station at Tumon Bay,  Guam,  and the  Network
Interface at the cable station at Miyazaki,  Japan,  and  containing two optical
fiber  pairs,  each such fiber pair  capable of  operating  at 4.8  Gigabits per
second  (Gbit/s),  one of which is the Service Fiber Pair and the other of which
is the Restoration Fiber Pair.

Segment J: The whole of the submarine  cable provided  between and including the
Network  Interface  at the cable  station at  Miyazaki,  Japan,  and the Network
Interface at the cable station at Coos Bay, Oregon,  on the U.S.  Mainland,  and
containing two optical fiber pairs, each such fiber pair capable of operating at
4.8 Gigabits per second (Gbit/s), one of which is the Service Fiber Pair and the
other of which is the Restoration Fiber Pair.

Segment T1: The whole of the submarine cable provided  between and including the
Network  Interface  at the  cable  station  at Coos  Bay,  Oregon,  on the  U.S.
Mainland,  and the Network  Interface  at the cable  station at San Luis Obispo,
also on the U.S.  Mainland,  and containing  two optical fiber pairs,  each such
fiber pair capable of operating  at 4.8  Gigabits  per second  (Gbit/s),  one of
which is the Service Fiber Pair and the other of which is the Restoration  Fiber
Pair.

Segment T2: The whole of the submarine cable provided  between and including the
Network  Interface  at the cable  station at  Miyazaki,  Japan,  and the Network
Interface at the cable station at Ninomyia,  also in Japan,  and  containing two
optical  fiber pairs,  each such fiber pair capable of operating at 4.8 Gigabits
per second  (Gbit/s),  one of which is the  Service  Fiber Pair and the other of
which is the Restoration Fiber Pair.

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Segment G, H, I, J, T1 and T2 shall include:

(i)   all  transmission,  power feeding and special test equipment  specifically
      associated  with,  and required to operate and  maintain  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
(iii) 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.

In  this  Agreement,  references  to  any  Segment,  however expressed, shall be
deemed  to  include,  unless the context otherwise requires, additional property
incorporated  therein  by  agreement  of  the  Parties.  Each  Segment  shall be
regarded  as  including  its  related  spare  and  standby units and components,
including,  but  not  limited  to,  submersible  repeaters,  cable  lengths  and
terminal equipment; and

WHEREAS,  a MIU is defined in the TPC-5 C&MA as a unit designated as the minimum
unit  of  investment  in the Cable Network allowing the use of 2.048 Mbits/s and
the  additional  420,571.43  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

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  TPC-5,  between  Japan  and  U.S.  Mainland.  This MIU will be used for
     supplying communications services between points in or reached via Ninomiya
     (Japan) and points in or reached via San Luis Obispo (U.S. Mainland).

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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 two hundred thousand  ($200,000) Dollars equal to
          its share of the capital costs incurred for Segments between Japan and
          U.S. Mainland, 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 (as defined in the TPC-5
          C&MA) 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 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
     TPC-5 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.


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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 TPC-5.  Similar obligations will be included
     in any such agreements made with users of TPC-5.

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 TPC-5 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)

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     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 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.

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15.  This  Agreement  shall  become  effective  on the date and year first above
     written and shall  continue  in effect for the  duration of the TPC-5 C&MA.
     MARCONI  shall give  STARTEC  notice in writing of the  termination  of the
     TPC-5 C&MA by not less than three (3) months before such termination.

16.  For all purposes,  the addresses of the Parties 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


     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,  Not
     withstanding 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.

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     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.

COMPANHIA PORTUGUESA RADIO MARCONI, SA
by:

Lisbon, 23 November 1998

STARTEC GLOBAL COMMUNICATIONS CORPORATION
by:

Bethesda, /s/ RY     1998
         ------------


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