Exhibit 10-42

EMPLOYMENT AGREEMENT
Alexander Benningfield

This Employment Agreement, made this 1st day of June, 2000 by and between
Federation of Associated Health Systems, me, a Texas Corporation with its
offices and principal place of business at .314 E. Commerce Street Suite 400,
San Antonio, Texas 78205 (hereinafter referred to as the "Corporation"), and
Alexander Benningfield (hereinafter referred to as the `Employee".

Whereas, Corporation desires to employ Employee as Chairman and CEO of the
Corporation under the terms and conditions set forth herein and Employee desires
to be so employed.

NOW THEREFORE, the Parties agree as follows:

1.   EMPLOYMENT:

Corporation agrees to employ Employee, and Employee agrees to be so employed in
the capacity and with the title of Chairman and CEO during the term of this
Employment Agreement ("Agreement").

a. Employment shall be for a term of three (3) years commencing on June 1, 2000.

b. Unless the Employee shall have received written notification from the Board
of Directors of the Corporation that this Employment Agreement will not be
renewed at least one hundred twenty (120) days prior to its expiration, then
this Agreement shall be extended for additional terms of one (1) year each,
without further formalities on the same terms and conditions and as if this
Agreement, adjusted for increased salary levels, had just become effective.

2.   DUTIES:

a. Employee shall serve as the Chairman & CEO. In that capacity, Employee shall
do and perform all services, acts, or things necessary or advisable to fulfill
the duties of a Chairman and CEO.
b. Employee agrees that to the best of his ability and experience, he will at
all times loyally and conscientiously perform all of the duties and obligations
required of him either expressly or implicitly by the terms of this Agreement.
c. During the term of this Agreement, the Employee shall have full day-to-day
operational control of the business. Paramount shall provide all accounting and
banking functions. The Employee shall report to the President of Paramount and
the Board of Directors of the Company. The President of Paramount and with the
vote of the Board of the Company, may remove the employee only in the event of
the following: "Poor performance of the Company based on projections prepared by
the Corporation and budget as well as items listed under section II, a, b and c.

3.   EXTENT OF SERVICE:

The Employee shall devote substantially his entire working time, attention and
energies to the Employer's business and shall not during the term of this
Agreement be engaged in any employment activities, undertake to work for
compensation or accept employment with another entity for gain, profit, or other
pecuniary advantage. However, the Employee may invest his assets in such form or
manner as will not require his service in the operation of the affairs of the
companies in which such investments are made.

4.   COMPENSATION:

Base Salary on the date hereof, Corporation shall pay to Employee as base salary
for his services, the sum of one thousand dollars ($1,000) per year Base salary
due to the Employee shall be paid monthly.

5.   ADDITIONAL COMPENSATION:

A performance bonus shall also be paid quarterly to the Employee. The bonus will
be determined by the President and Board of the Company. The bonus will be based
on the Company's performance.

6.   STOCK OPTION:

The Employee shall participate in future stock option plans as approved by the
Board of Carnegie which plans shall be consistent with those of similarly
situated officers of subsidiaries of Carnegie.

7.   BENEFITS:


                              EMPLOYMENT AGREEMENT

a. The Employee shall be entitled to benefits as provided by the Carnegie senior
executives of subsidiaries of Carnegie both as of the date of this Agreement as
well as any additional employee benefits which may be awarded or offered during
the term of this Agreement.
b. The Corporation shall pay premiums on health insurance (medical and dental)
for the Employee and his spouse, consistent with the policies provided to other
Executives of subsidiaries of Carnegie.
c. Employee shall be entitled to such paid vacation and sick days as approved by
the Board of Directors

8.   EXPENSES:

Reimbursement: The Corporation shall reimburse Employee for all reasonable and
necessary expenses incurred in carrying out his duties under this Agreement
except for expenses relating to the maintenance of an automobile as those
expenses are encompassed in Paragraph 10 of this Agreement. In any event,
Employee shall present to the Corporation from time to time an itemized account
of such expenses in any form required by the Corporation.

9.   AUTOMOBILE:

     The Corporation shall provide the Employee with an automobile allowance of
____ per month, from which employee is to pay any purchase or lease payment,
maintenance, insurance, gas, oil and repairs.

10.  TERMINATION BY THE CORPORATION:

This Agreement may be terminated by the Corporation for the following reasons:

a.   For Cause: Corporation may terminate this Agreement for cause because of
Employee's gross negligence or intentional failure to perform the Employee's
duties.
b.   Disability: Corporation shall have, the right to terminate this Agreement
on thirty (30) days notice to Employee if, because of mental or physical
disability Employee shall be determined by competent medical authority to be
incapable for a period of ninety (90) days from frilly performing substantially
all his obligations of his position within the Corporation. In this event
Corporations obligations under this Agreement shall terminate fifty-two (52)
weeks after the onset of such disability.

11.  TERMINATION BY THE EMPLOYEE:

This Agreement may be terminated for cause at any time by the Employee, or
terminated without cause by the Employee at any time after either renewal of
this Agreement as provided in Section 2 of this Agreement upon at least sixty
(60) days written notice to the Employer. The Employee's exercise of this
termination rights hereunder shall not affect the Employees entitlement to all
salary and other benefits of employment or of this Agreement up to the effective
date of such termination.

12.  INDEMNITY:

Corporation shall indemnify Employee and hold him harmless for all acts or
decisions made by him in good faith while performing services for the
Corporation. Corporation shall use its best efforts to obtain insurance coverage
for the Employee covering his acts or decisions during the term of his
employment against lawsuits; but the Corporations failure to obtain such
insurance shall not limit its obligations to the Employee under this paragraph.
Corporation shall pay all expenses including reasonable fees and related
disbursements of attorneys and of other professionals actually and necessarily
incurred by Employee in connection with the defense of such actor decision in
any threatened or actual suit or proceeding and/or in connection with any
related appeal including the cost of settlement and/or in connection with the
Employee's involvement as an actual or prospective witness in any
company-related litigation and/or enforcing the Employee's rights under this
Agreement in the face of actual or threatened breach or default by the
Corporation.

13.  DISCLOSURE OF CONFIDENTIAL INFORMATION:

The employee acknowledges that he will have access to significant amounts of
confidential information of Employer and its Parent Company, Carnegie
International Corporation and affiliates of Carnegie, including such information
as lists of customers, sources of supply, production information, product
information, service information, formulas, computer programs and development
ideas related thereto, work in progress, trade secrets technical information
acquired by Employee from Employer or Carnegie from the inspection of Employers
or Carnegie's property, confidential information disclosed to Employee by third
parties, and all documents, things and record bearing media disclosing or
containing the aforegoing information, including any confidential materials
prepared by the parties hereto which contain or otherwise relate to such
information concerning the Employer's and/or Carnegie's (including affiliates of
Carnegie) financial, intellectual, technical and commercial information
(collectively hereafter


                              EMPLOYMENT AGREEMENT

referred to as `Confidential Information") shall be and remain confidential. The
Employee will not during or after the term of this employment, disclose the
Confidential Information or any part thereto to any person, firm, corporation,
association, or other entity for any reason or purpose whatsoever. In the event
of a breach or threatened breach by the Employee of the provisions of this
paragraph, the Employer shall be entitled to an injunction restraining the
Employee from disclosing, in whole or in part, the Confidential Information, or
from rendering any services in connection with the telecommunications industry
to any person, corporation, association, or other entity to whom such
Confidential Information, in whole or in part, has been disclosed or is
threatened to be disclosed. Nothing herein shall be construed as prohibiting the
Employer or Carnegie from pursuing any of the remedies available to the Employer
for such breach or threatened breach, including the recovery of damages from the
Employee. The Employee shall be responsible to Employer and Carnegie for
reasonable attorneys fees and costs incurred in connection with the enforcement
of this provision should a Court of competent jurisdiction rule in favor of
Employer or Carnegie in connection with a cause of action brought for
enforcement of said provision.

14.  RESTRICTIVE COVENANTS:

In consideration of the compensation reflected herein as well as the
consideration securities to be received by the Employee for a period of three
(3) years, after the termination or expiration of this Agreement and any
extension thereof, the Employee will not within the, geographical customer
market of North America, including Canada; Latin America, and Mexico; and/or any
other country in which the Company is doing business or activity pursuing
business leads at the time of Employee's termination or expiration of the
Agreement, directly or indirectly, own manage, operate, control, be employed by
or participate in any business that competes with and or sells similar products
and or services, as the business conducted by the Employer at the time of the
termination of this Agreement. In the event of the Employee's actual or
threatened breach of the provisions of this paragraph, the Employer shall be
entitled to an injunction restraining the Employee therefrom. Nothing shall be
construed as prohibiting the Employer from pursuing any other available remedy
for such breach or threatened breach, including the recovery of damages from the
Employee. The Employee acknowledges that the restrictions set forth in this
Agreement are reasonable as to territory and scope in light of the technological
nature of the Company's business.

I5.  UNIQUENESS OF EMPLOYEE'S SERVICES:

Employee hereby represents and agrees that the services to be performed under
the terms of this Agreement are of a special, unique, unusual, extraordinary,
and intellectual character that gives them a peculiar value, the loss of which
cannot be reasonably or adequately compensated in damages in an action at law.
Employee therefore, expressly agrees that Employer, in addition to any other
rights or remedies which Employer may possess, shall be entitled to injunctive,
and other equitable relief to prevent or remedy a breach of this agreement by
Employee.

16.  NOTICES:

All notices required or permitted to be given under this Agreement shall be
given by certified mail, return, receipt requested, to the parties at the
following addresses or to such other addresses as either may from time to time
designate in writing to the other party:

If to the
Corporation:      Federation of Associated Health Systems, Inc.
c/o Paramount International Telecommunications, Inc. 2540 Fortune Way
Vista, California 92083

With a Copy to its Parent Corporation: Carnegie International Corp,.
Executive Plaza III, Suite 1001
11350 McCormick Road
Hunt Valley, Maryland 21031 and

If to Employee:   Alexander Benningfield
314 E. Commerce, Suite 400
San Antonio, Texas 78205

17.  GOVERNING LAW: This Agreement shall be construed and enforced in accordance
with the laws of the State of Maryland.

18.  JURISDICTION: SERVICE OF PROCESS:

Any action or proceeding seeking to enforce any provision of, or based on any
right arising out of, this Agreement may be brought against any of the parties
in the courts of the State of Maryland, County of Baltimore, or if it has or can
acquire jurisdiction, in the United States District Court for the District of
Maryland (Northern Division), and each of the parties consents to the
jurisdiction of


                              EMPLOYMENT AGREEMENT

such courts (and of the appropriate appellate courts) in any such action or
proceedings and waivers any objection to venue laid therein. Process in any
action or proceeding referred to in the preceding sentence may be served on any
party anywhere in the world. THE PARTIES WAIVE THE RIGHT TO TRIAL BY JURY IN ANY
SUCH ACTION OR PROCEEDING.

19.  ENTIRE CONTRACT:

This Agreement constitutes the entire understanding and agreement between the
Corporation and Employee with regard to all matters herein. There are no other
agreements, conditions or an original representations, oral or written, express
or implied with regard thereto. This Agreement supersedes any prior executed
Employment Agreement between the Company.

20.  AMENDMENT OR MODIFICATION:

This Agreement may be amended or modified only in writing, signed by both
parties.

21.  HEADINGS:

     Headings in this Agreement are for convenience only and shall not be used
to interpret or construe its provisions.

22.  COUNTERPARTS:

This Agreement may be executed in two or more counterparts, each of which shall
be deemed

23.  BINDING EFFECT:

     The provisions of this Agreement shall be binding upon and inure to the
benefit of both parties and their respective successors an assigns.

IN WITNESS WHEREOF, Corporation has by its appropriate Officer, signed and
affixed its seal and Employee has signed and sealed this Agreement as of the
date first above written.

BY:                                                            CORPORATION:
/s/ Alexander Benningfield
Federation of Associated Health Systems, Inc.                  /s/ Lowell Farkas