EXHIBIT 10.43


                              TPC-5 CABLE NETWORK
                       INDEFEASIBLE RIGHT OF USE AGREEMENT
                                    BETWEEN
                                KDD CORPORATION
                                      AND
                   STARTEC GLOBAL COMMUNICATIONS CORPORATION


THIS  AGREEMENT,  made and entered into the last day of December,  1998,  by and
between KDD Corporation,  a corporation organized and existing under the laws of
Japan and  having its  principal  office at  No.3-2,  Nishi-Shinjuku  2-Chorric,
Shinjuku-ku,  in the city of Tokyo 163-8003,  Japan (hereinafter  referred to as
"KDD" which  expression  shall include its  successors  and assigns) and Startec
Global  Communications  Corporation,  a corporation organized and existing under
the laws of State of  Maryland  and having its  principal  office at 10411 Motor
City Drive, Bethesda MD 20817, United States of America (hereinafter referred to
as "Startec" which expression shall include its successors and assigns) and;


WITNESSETH:

WHEREAS, pursuant to an agreement entitled "TPC-5 Cable Network Construction and
Maintenance   Agreement"  dated  October  29.  1992  and  "TPC-5  Cable  Network
Amendatory  Agreement No.1" dated May 16. 199,  "TPC-5 Cable Network  Amendatory
Agreement  No.2"  dated  October  31,  1995,  "TPC-5  Cable  Network  Amendatory
Agreement No-3" dated June 17, 1996, "TPC-5 Cable Network  Amendatory  Agreement
No.4"  dated  December  3, 1996,  (hereinafter  collectively  referred to as the
"C&MA" inclusive of any future Amendatory Agreements), KDD and other signatories
thereto  agreed,  on the terms and  conditions  contained  therein,  to provide,
construct,  maintain and operate a submarine cable network linking North America
and Japan,  known as the "TPC-5 Cable Network"  (hereinafter  referred to as the
"TPC-5 CN"); and

WHEREAS,  referring the C&MA,  hereinafter the Path between the Nodes of Japan -
U.S.  Mainland shall be referred to as the "JA-US Path",  which shall consist of
Segment A,  Segment B,  Segment C,  Segment D,  Segment E, Segment F, Segment G,
Segment H, Segment I, Segment, J, Segment T1 and Segment T2; and


WHEREAS,  pursuant to the current  C&MA,  the TPC-5 CN  consisting  of two fiber
pairs,


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one Service Fiber Pair and one  Restoration  Fiber Pair, each providing 64 Basic
System  Modules has a total  design  capacity of four  thousand  and  thirty-two
(4032) Minimum  Investment Units  (hereinafter  referred to as "MIUs"),  each of
which allows the use of 2.048 Mbits per second and an additional 420,571.43 bits
per second required for multiplexing purposes, in each direction; and

WHEREAS, pursuant to the C&MA, KDD have been wholly assigned a certain number of
MIUs in the number JA-US Path; and

WHEREAS,  KDD, pursuant to the C&MA as wholly assigned MIUs of a Path Assignment
shall be considered as consisting of two half-interests in a MIU assigned to one
Party,  may make half  interests in the said MIUs  available to other Parties to
the C&MA or telecommunications entities not Parties to the C&MA; and

WHEREAS,  Startec  desires to use KDD's half  interests,  in a certain number of
MIUs assigned to KDD in the JA-US Path; and

WHEREAS,  KDD and Startec desire to define the terms and conditions  under which
the said interest in the JA-US Path will be granted to Startec:

NOW THEREFORE, KDD and Startec, in consideration of the natural covenants herein
cxpressed, covenant and agree with each other as follows:


1.   (a)  KDD  hereby  grants  to  Startec  on  an  indefeasible  right  of  use
(hereinafter  referred to as "IRU") basis,  one (1) half MIU wholly  assigned to
KDD in the JA-US Path owned by KDD. Actual route  assignment for the granted IRU
half interest(s) shall be subject to the C&MA.

     (b) The IRU half  interest(s)  shall he utilized  by Startec in  furnishing
jointly with KDD communication  services between points in the United States and
points in Japan.

2.   For the IRU half interest(s), Startec shall pay a lump sum amount of twenty
million (20,000,000) Japanese Yen.

3.   Even if any kind of  adjustment  in the portion of capital cost  (excluding
the


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incremental  cost on the relevant  cubic  stations)  incurrcd by KDD is made, as
changes  occur in the capital cost of the JA-US Path for any reason,  including.
but not limited to the replacement,  addition or removal of property,  or change
in the  capacity  of the  JA-US  Path,  no  financial  adjustment  shall be made
regarding the lump sum payment described in Clause 2.

4.   For the IRU half interest(s), Startec shall also pay the following costs to
KDD on the MIU proportionate share of the half intcrest(s) granted to Startec in
the KDD's MIU in the JA-US Path at the time of such cost occurrence.

     (i) the  operating  and  maintenance  costs  which KDD incurs and  receives
     bills, on JA-US Path and the relevant cable stations,

     (ii) the costs associated with restoration  incurred by KDD, if restoration
     is  required  by  Startec  on the  granted  half  interest(s),  in  case of
     restoration not via  self-healing  function of the TPC-5 CN,  including the
     bills of the terrestrial link charges in Japan,  based on the certain terms
     and conditions established by KDD.

5.   Even if any kind of  increase  or  decrease  on the design  capacity of the
TPC-5 CN beyond its initial  capacity in the Service Fiber Pair should occur, no
adjustment in the capacity of the IRU half  interest(s)  shall be made hereunder
nor shall financial adjustment be made.

6.   (a) KDD shall  render  bills due under  this  Agreement  in  Japanese  yen.
Startec  shall make  payments of such amounts in Japanese yen to the  designated
office of KDD within one (1) calendar  month after the end of the calendar month
in which such bill was rendered.

     (b) Regarding the operation  and  maintenance  costs  described in Clause 4
(i), KDD shall render bills quarterly to Startec. Regarding the costs associated
with restoration, KDD shall render bills on cost occurrence.

     (c) All bills  rendered  by KDD  hereunder  may include  financial  charges
computed  at a rate  equal  to the  lowest  publicly  announced  prime  rate  or
commercial  lending rate,  however  described;  for ninety (90)-day loans in the
currency of Japan by the Industrial  Bank of Japan,  Limited.  Tokvo;  The Dai -
Ichi Kangyo Bank,  Limited,  Tokyo; and The Bank of  Tokyo-Mitsubishi,  Limited,
Tokyo, on the fifteenth (15th) day of the middle


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month of the  quarter in which the costs were  incurred by KDD from such date to
the due date of the  bills.  If the  fifteenth  (15th) day of the month is not a
business day, the interest rate prevailing, on the succeeding business day shall
be used.

     (d)  Bills  not  fully  paid when due shall accrue late payment interest on
the  unpaid  portion  at  the per annum simple interest rate equal to the lowest
standard  penalty interest rate of the Industrial Bank of Japan, Limited, Tokyo;
The  Dai  -  Ichi Kangyo Bank, Limited, Tokyo; and The Bank of Tokyo-Mitsubishi,
Limited,  Tokyo,  applicable  on  the day following the date payment of the bill
was  due. In the event that applicable law does not allow the imposition of late
payment  interest  at  the rate provided in this sub-clause, interest rate shall
be  at  the  highest rate permitted by applicable law. The late payment interest
shall  accrue  on  a daily basis from and including the day following the day on
which payment is due until payment is received by KDD.

7.   KDD shall keep and maintain or caused to be kept and maintained such books,
records,  vouchers,  and accounts as may be  appropriate  to support its billing
under  this  Agreement  as  referred  in  Clause  2, 4 and 6,  and  shall at all
reasonable times make them available for the inspection of Startec, for a period
of not less than three (3) years from the date the applicable bill is rendered.

8.   The half  interest(s)  granted to Startec  hereunder shall be maintained or
caused to be maintained by KDD in efficient working order in accordance with the
C&MA.

9.   The  operation  by  Startec  of the  IRU  half  interest(s)  granted  to it
hereunder  and  any  equipment  associated  therewith  shall  be  such as not to
interfere with or impair service over any of the facilities comprising the TPC-5
CN; nor cause damage to plant; nor create hazards to the employees of any of the
owners of the  aforementioned  facilities  or the publc.  Startec shall bear the
costs of any additional protective apparatus reasonably required to be installed
because of the use of such half  interest(s)  in MIUs by Startec,  any lessee of
Startec, or any customer or customers of Startec or of any such lessee.

10.  Neither KDD nor Startec  shall be liable to any other party for any loss or
damage  sustained  by  reason  of any  failure  in or  breakdown  of  facilities
associated  with the TPC-5 CN or any  interruption  or  degradation  of service,
whatsoever  shall  be the  cause of such  failure,  breakdown,  interruption  or
degradation and however long it shall last.

11.  This  Agreement  shall  become  effective  on the day and year first  above
written


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and shall continue in effect for the duration of the C&MA,  subject to the right
of either KDD or Startec to terminate  this  Agreement at the end of the initial
period  of the C&MA or at any time  thereafter  upon one (1)  year's  notice  in
writing to the other party.  KDD shall give Startec  prompt notice in writing of
termination of the C&MA.

12.  (a) This Agreement may be terminated forthwith by KDD and KDD shall reclaim
the IRU half interest(s) granted hereunder if:

     (i) Startec fails to make any payment required by this Agreement on the day
     it is due or otherwise is in breach of this  Agreement  and fails to remedy
     such beach within  thirty (30) days  (except in case of emergency  when KDD
     may specify in that notice such shorter period as may be reasonable)  after
     receipt of a notice  specifying the breach and requiring it to be remedied,
     or;

     (ii)  Startec  shall become  insolvent  or have a receiver,  administrative
     receiver, or manager, appointed over the whole or any part of its assets or
     go into liquidation  (whether  compulsorily or voluntarily)  otherwise than
     for the purpose of amalgamation or  reconstruction  or make any arrangement
     with its  creditors or have any form of  execution or distress  levied upon
     its assets or cease to carry on business.

     (b) The  rights and  obligations  of Startec  under  this  Agreement  shall
terminate  as of the date of  reclamation,  except  the  reclamation  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.

13.  (a) In the event of lquidation of the JA-US Path or any portion thereof, by
sale or other  disposition,  KDD shall share with  Startec  any net  proceeds or
costs of such  liquidation,  sale or  disposition  received  or incurred by KDD.
Startec's share of such proceeds or costs shall be  proportionate  as making the
payments of the operation and maintenance costs, as referred in Clause 4.

     (b) Liquidation of the JA-US Path or any portion thereof, or termination of
the CM&A shall not  relieve  Startec  from any  liability  arising on account of
claims  made by third  parties in respect of the JA-US Path or any part  thereof
and damages or  compensation  payable on account of such claims,  or obligations
which  may  arise in  relation  to the  JA-US  Path,  due to any  law,  order or
regulation made by any government


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or  supranational  legal  authority  pursuant to any  international  convention,
treaty or agreement.  Startec's share of any such  liabilities or costs incurred
or benefits  accruing in satisfying such  obligations  shall he proportionate as
referred in Sub-Clause 13(a).

14.  KDD shall exercise its rights  pertaining to the half interest(s) which are
the subject of this  Agrreement in a manner which will not diminish the IRU half
interest(s) grantcd to Startec under this Agreement.

15.  (a) KDD and Startec shall treat as  confidential  and shall not disclose to
any third  party nor use for any  purpose  other  than the  performance  of this
Agreement  any  information  in this  Agreement  including,  but not limited to,
terms,  conditions,  prices,  forms and format with  regard to KDD and  Startec,
excluding;

     (i) what is allowed to disclose to any third parties with written  approval
     of the other party;

     (ii) what is  generally  available  to the public other than by reason of a
     breach of this Agreement; and

     (iii) what is  subsequently  acquired  by KDD and/or  Startec  from a third
     party who is lawfully entitled to disclose.

     (b) Notwithstanding Sub-Clause 15 (a), KDD and/or Startec may disclose such
information to its  contractors or  sub-contractors  or to any of its respective
employees or agents only in the case of necessity  of such  information  for the
purpose of enabling KDD and/or  Startec to perform any of its  obligations or to
exercise any of its rights under this Agreement.

16.  The  relationship between KDD and Startec under this Agreement shall not be
that  of  partners  and nothing herein contained shall be deemed to constitute a
partnership between them.

17.  No license  under patents is granted by KDD or shall be implied or arise by
estoppel in Startec's  favor in respect to any apparatus,  svstem or method used
by Startec in connection with the use of the IRU half interest(s).

18.  Startec  shall not,  without  the  written  consent of KDD,  sell,  assign,
transfer or


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dispose of its rights or  obligations  under  this  Agreement  except to a legal
successor of Startec.

19.  (a) This Agreement  contains the entire  agreement  between KDD and Startec
relating  to  the  subject  matter  of  this  Agreement  and  merges  all  prior
discussions, agreements and understandings of written or oral express or implied
between them.

     (b) Any oral attempt to modify and/or add to this  Agreement not reduced to
writing and signed by KDD and Startec and each  successor and permitted  assigns
shall be totally without effect and will not be binding upon them.

20.  For all purposes (e.g.  billing and making  payments) under this Agreement,
the contacts and addresses of KDD and Startec respectively shall be confirmed as
set forth in Attachment 1. KDD and Startec shall provide and receive the revised
information to the other, whenever necessary, accompanied with this Agreement.

21.  (a) All  disputes,  controversies,  claims or  differences  which may arise
between KDD and Startec  hereto,  out of or in relation to or in connection with
this Agreement,  KDD and Startec shall make every  reasonable  effort to resolve
such disputes in reference with the C&MA.

     (b) In the  event  that  such  disputes  shall  not be  resolved  under the
interpretation of the C&MA, this Agreement shall be governed by and construed in
accordance with Japanese law.

     (c) The place of arbitration shall be Tokyo. Japan.

22.  This  Agreement  shall  be executed in two (2) counterparts in English, and
each  such  counterpart when so executed and delivered shall be an original, and
such  counterparts shall together (as well as separately) constitute one and the
same instrument.


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IN  WITNESS WHEREOF, KDD and Startec have severally subscribed these presents or
caused  them  to  be  subscribed  in  their names and behalf by their respective
representatives thereunto duly authorized.



KDD CORPORATION


By /s/ Y. Shimatani
  ----------------------------
Yoshiharu Shimatani
Director
Network Planning Department



STARTEC GLOBAL COMMUNICATIONS CORPORATION


By /s/
  ----------------------------



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