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                                                                   EXHIBIT 10.19

                              EMPLOYMENT AGREEMENT



THIS EMPLOYMENT AGREEMENT, is made and entered into as of the third day of
January, 1995, by and between SFMT, Inc., a Delaware corporation (the
"Corporation"), and Gerard J. Caccappolo (the "Employer").

                              W I T N E S S E T H:

         WHEREAS, the Employee has substantial experience in the
telecommunications industry in soles and marketing; and

         WHEREAS, the Corporation desires to employ the Employee, and the
Employee desires to be employed by the Corporation, in accordance with the terms
and provisions herein contained;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein set forth, the parties hereto, intending to be legally bound,
hereby agree as follows:

1.       Employment

         (a)      The Corporation hereby employs the Employee, and the Employee
                  hereby accepts such employment, on the terms, and subject to
                  the conditions herein contained.

         (b)      The Employee shall be secondment agreement be assigned to work
                  at SFMT-Hermes ("SFMT-Hermes"), a subsidiary of the
                  Corporation, or Hermes Europe Railtel B.V. ("Hermes Europe"),
                  a subsidiary of SFMT-Hermes, as the Vice President and
                  Director of Sales and Marketing of Hermes Europe. In his
                  capacity as Vice President and Director of Sales and Marketing
                  of Hermes Europe, the Employee shall report to and shall
                  perform such duties and exercise such power and authority as
                  may from time to time be delegated to him by Managing Director
                  of Hermes Europe.

         (c)      The Employee shall devote all of his business time and
                  attention and his best efforts to the performance of his
                  duties pursuant to this Employment Agreement.

         (d)      Initially, the Employee shall be required to reside in
                  Brussels and work from the Corporation's or Hermes' offices in
                  Brussels. The Corporation reserves the right to require that
                  the Employee will move to and reside in and operate from the
                  offices of the Corporation's or Hermes Europe in another city
                  within the region in which Hermes Europe operates.

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2.       Term. The initial term of the employment of the Employee under this
         Employment Agreement shall be two (2) years, commencing on January 3,
         1995, and continuing, unless sooner terminated pursuant to Section 9 to
         and including January 2, 1997. Thereafter this Agreement shall be
         automatically renewed annually for successive one year periods, unless
         either party hereto shall deliver written notice in accordance with
         Section 9 to the other party at least three (3) months prior to the
         date of termination of the initial term or any extension or renewal
         thereof (the "Term") of its desire to terminate such employment (a
         "Notice of Termination").

3.       Compensation.

         (a)      During the initial Term, the Employee shall be paid a salary
                  at the rate of One Hundred Sixty Thousand Dollars ($160,000)
                  per annum, payable in accordance with the Corporation's
                  customary payroll practices for employees.

         (b)      Thereafter, at the end of each year Chief Executive Officer of
                  the Corporation shall review the salary of the Employee, and
                  shall make such adjustments to such salary as the Chief
                  Executive Officer shall, in its sole and absolute discretion,
                  deem appropriate.

         (c)      For the purposes of this Agreement, "Salary" shall mean any
                  payment by the corporation to the Employee pursuant to this
                  Section 3.

4.       Bonus.

         (a)      After the Employee has been employed by the Corporation for a
                  period of eighteen (18) months, and as additional compensation
                  to the Employee hereunder, the Employee will be assessed for
                  eligibility to receive a discretionary bonus (the "Bonus) in
                  respect of the initial employment period. Subject to the
                  provisions of Section 4(b), the initial target for such Bonus,
                  based on the achievement by Hermes Europe of the objectives
                  shall be thirty percent (30%) of the Salary of the Employee
                  earned during the initial employment period. The first bonus
                  shall be in respect of two years (the "Initial Bonus"),
                  payable in accordance with Section 4(c). The potential Initial
                  Bonus shall be subject to the achievement of the performance
                  objectives set forth in the approved Hermes Europe Business
                  Plan.

         (b)      The formula or other method for determining the Bonus for the
                  Employee in each subsequent fiscal year shall be determined by
                  the Corporation and shall be based upon the performance of
                  Hermes Europe in such fiscal year

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                  as compared with the Hermes Europe approved business plan for
                  such fiscal years. The amount of the Bonus paid to the
                  Employee in respect of any fiscal year of the Corporation
                  shall be subject to the sole and absolute discretion of Chief
                  Executive Officer of the Corporation. The objectives for each
                  fiscal year and the amount of bonus for successful completion
                  of objectives (as a percentage of base salary or other formula
                  declared for the period) shall be established during the
                  period between twelve (12) and fifteen (15) months period to
                  the fiscal year for which such objectives apply (e.g., October
                  1 - December 31, 1994 for fiscal year 1996).

         (c)      All Bonuses in respect of any fiscal year of the Hermes Europe
                  shall be paid within thirty (30) days after the issuance of
                  the audited financial statements of Hermes Europe for such
                  fiscal year.

5.       Equity Participation.

         (a)      SFMT-Hermes has adopted a Stock Option Plan (the "Option
                  Plan") for its senior executives. Subject to the provisions of
                  the Plan, SFMT-Hermes shall grant to the Employee options to
                  purchase shares of Capital Stock of SFMT-Hermes ("Capital
                  Stock"). The number of shares of Capital Stock which shall be
                  subject to the option shall be an amount equal to one and
                  one-half percent (1.5%) of the outstanding shares of
                  SFMT-Hermes to be determined at January 2, 1996. The options
                  granted to the Employee shall be granted and vest as follows:

                  (i)      options to purchase 33.33% (one-third) of the shares
                           of Capital Stock shall be granted on January 3, 1996
                           and vest as at the close of business on January 2,
                           1997;

                  (ii)     options to purchase 33.33% (one-third) of the shares
                           of Capital Stock shall be granted on January 3, 1997
                           and vest as at the close of business of January 2,
                           1998; and

                  (iii)    options to purchase 33.33% (one-third) of the shares
                           of Capital Stock shall be granted on January 3, 1998
                           and vest as at the close of business on January 2,
                           1999.

6.       Benefits.

         (a)      During the Term, the Employee shall be entitled to receive
                  such benefits and to participate in such employee group
                  benefit plans as are generally provided by the Corporation, or
                  made available by the Corporation, to its executive officers,
                  including without limitation, but subject to the



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                  conditions imposed by the carriers, any medical, health,
                  disability and life insurance policies.

         (b)      During the Term, the Corporation or Hermes Europe shall
                  provide to the Employee, at the Corporation's expense, use of
                  a late model automobile appropriate in the geographic location
                  of Employee's residence, and acceptable to the Corporation.

         (c)      During the Term, the Corporation or Hermes Europe shall
                  provide business class transportation to and from the United
                  States for one trip per annum for Employee and Employee's
                  immediate family living with Employee in Brussels.

         (d)      During the initial first two (2) years of the Term, the
                  Corporation or Hermes Europe shall provide to the Employee a
                  furnished residence in Brussels. The Corporation or Hermes
                  Europe shall provide for the relocation of Employee's
                  household goods to Brussels from their location in either
                  Paris or New Jersey; provided, Employee notifies the
                  Corporation in writing prior to January 2, 1996 of Employee's
                  election to have such household goods moved; provided,
                  further, that neither the Corporation nor Hermes Europe shall
                  provide for the relocation of Employee's household goods if
                  either the Corporation or Employee provides a Notice of
                  Termination in accordance with Section 2 of this Agreement on
                  or before July 2, 1996, or the employment of the Employee is
                  otherwise terminated. In the event that Employee elects to
                  have his household goods moved, the Corporation or Hermes
                  Europe shall provide an unfurnished apartment in the city in
                  which Employee is required to reside. Any relocation costs and
                  expenses shall be in accordance with the Corporation's
                  policies for relocation expenses; provided, however, that such
                  costs and expenses shall not exceed Employee's Salary for one
                  month.

         (e)      The Corporation or Hermes Europe shall pay to the Employee
                  during the Term an amount per annum as shall compensate the
                  Employee for tax equalization in connection with the
                  requirement that the Employee reside outside the United States
                  for so long as the Employee is required to live outside the
                  United States. Such tax equalization shall apply to Salary and
                  Bonus and any other payments made to Employee deemed taxable
                  in the foreign jurisdiction where Employee is required to
                  reside. SFMT will also be responsible for the preparation and
                  filing of your domestic and international income taxes.

         (f)      The Employee shall be paid an amount equal to Seven percent
                  (7%) of the Employee's Salary as a cost of living adjustment
                  in connection with

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                  requirement that the Employee reside in Brussels for so long
                  as the Employee is required to live in Brussels.

7.       Expense Reimbursement.

         (a)      During the Term, the Corporation shall reimburse the Employee
                  for all reasonable expenditures actually and necessarily paid
                  or incurred by the Employee in the course of and pursuant to
                  the business of the Corporation. Such reimbursement shall be
                  subject to the submission to the Corporation by the Employee
                  of appropriate documentation and/or vouchers, and shall be
                  made in accordance with the customary procedures of the
                  Corporation for expense reimbursement, as may from time to
                  time be established.

         (b)      Should the Corporation provide Employee with a credit card,
                  Employee acknowledges complete personal responsibility for all
                  charges made on such credit card. Any charges received by the
                  Corporation for expenses not documented on a approved expense
                  report may be deducted by the Corporation from the Executives
                  payroll check. Upon termination of this Agreement, non
                  approved charges shall be deducted from the last payroll check
                  issued to the Employee.

8.       Vacation. In each fiscal year of the Corporation during the Term, the
         Employee shall be entitled to Four (4) weeks vacation time, which shall
         not be cumulative from year to year without the prior written consent
         of the Corporation or unless the Employee shall be unable to take such
         vacation due to Employee's duties under this Agreement; provided,
         however, that to the extent the Employee cannot take vacation time
         during the Term due to his responsibilities under this Agreement, upon
         termination, Employee shall be entitled to be compensated for accrued
         but unused vacation time.

9.       Termination.

         (a)      Notwithstanding anything to the contrary contained in this
                  Agreement, the Corporation shall at all time have the right to
                  terminate this Agreement and the employment of the Employee
                  hereunder for "Cause" by written notice to the Employee in
                  accordance with Section 15. For the purpose of this Agreement,
                  the term "Cause" shall mean any action of the Employee or any
                  failure to act by the Employee which constitutes:

                  (i)      fraud, embezzlement or any felony in connection with
                           the Employee's duties as an executive officer of the
                           Corporation or any subsidiary or affiliate of the
                           Corporation, or willful misconduct or the commission
                           of any other act which causes or may reasonably be
                           expected to cause substantial economic or

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                           reputational injury to the Corporation or any such
                           subsidiary or affiliate of the Corporation, including
                           any violation of the Foreign Corrupt Practices Act,
                           as described in Section 13 of this Agreement;

                  (ii)     continuing conflict of interest or continuing failure
                           to follow reasonable directions or instructions of
                           the Board of Directors or Chief Executive Officer of
                           the Corporation. A conflict of interest or a failure
                           to follow directions of the Board of Directors or the
                           Chief Employee Officer of the Corporation shall be
                           deemed to be continuing if the Employee shall have
                           received written notice thereof and shall have not
                           terminated the conflict of interest or failure to
                           follow directions within Thirty (30) days after
                           receipt of such notice; or

                  (iii)    an extended period of absence by the Employee from
                           the performance of the obligations of the Employee
                           provided hereunder; which absence shall be for a
                           reason other than a disability, and which has not
                           been approved in writing advance by the Board of
                           Directors or the Chief Employee Officer of the
                           Corporation.

         (b)      Notwithstanding anything to the contrary contained in this
                  Agreement, the Corporation, by written notice to the Employee,
                  shall at all times have the right to terminate this Agreement
                  and the employment of the Employee hereunder if the Employee
                  shall experience a "Total Disability." For the purpose of this
                  Agreement, the term "Total Disability" shall mean any mental
                  or physical illness, condition, disability or incapacity as
                  shall:

                  (i)      prevent the Employee form reasonably discharging his
                           services and employment duties hereunder;

                  (ii)     be attested to in writing by a physician acceptable
                           to the Corporation; and

                  (iii)    continue during any period of Three (3) consecutive
                           months or for periods aggregating three months in any
                           twelve-month period.

         A Total Disability shall be deemed to have occurred on the last day of
         such applicable three-month period.

         (c)      This Agreement shall terminate automatically upon the date of
                  the death of the Employee.

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10.      Payments upon Termination.

         (a)      If the Corporation shall terminate the employment of the
                  Employee under this Agreement pursuant to Section 9(a) hereof,
                  or if the employment of the Employee hereunder shall be
                  terminated by the Employee other than in accordance with
                  Section 2 hereof, then, in any such event, the Corporation
                  shall have no obligation to pay to the Employee his Salary or
                  any other compensation or benefits provided under this
                  Agreement for any period after the date of such termination
                  and the reimbursement of all expenses incurred by the Employee
                  prior to the date of such termination in accordance with
                  Section 7 hereof. Upon a termination pursuant to Section 9(a)
                  or by the Employee, all options and restricted shares granted
                  to Employee pursuant to Section 5 shall immediately be
                  canceled and no further options shall vest.

         (b)      If the employment of the Employee hereunder shall terminate
                  pursuant to Sections 9(b) or (c) hereof, if the employment of
                  the Employee shall be terminated by the Corporation in
                  accordance with Section 2 hereof, or if the Employee shall be
                  terminated by the Corporation other than in accordance with
                  the provisions of this agreement, the Corporation shall pay to
                  the Employee or his Estate, as the case may be, the Salary and
                  Bonus for the fiscal year in which such termination occurs,
                  prorated for the number of weeks during which the Employee was
                  employed by the Corporation during such fiscal year.

         (c)      In the event that the Corporation terminates the employment of
                  the Employee by delivering notice in accordance with Section
                  2, or for any reason other than those set forth in Section 9
                  above, the Employee shall receive as severance an amount equal
                  to the greater of (i) three (3) months salary, and (ii) the
                  amount of salary that would have been payable to the Employee
                  from the date of Notice of Termination until the end of the
                  Term, had the Corporation not delivered such Notice of
                  Termination. Such severance pay shall be paid in equal monthly
                  installments, commencing, the month following such
                  termination, and shall be payable in accordance with the
                  Corporation's customary practices for employees.

         (d)      In the event that the employment of the Employee is terminated
                  due to a Total Disability or the death of the Employee in
                  accordance with Section 9(b) or 9(c) hereof, then the Employee
                  or his designated beneficiary, as the case may be, shall be
                  entitled to receive such amounts as are provided for in any
                  disability policy of life insurance policy provided by the
                  Corporation for the benefit of the Employee.

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11.      Covenants of the Employee. In order to induce the Corporation to enter
         into this Agreement and employ and Employee hereunder, the Employee
         hereby covenants and agrees as follows:

         (a)      During the Term and for a period of twelve (12) months
                  thereafter, the Employee shall not, without the prior written
                  consent of the Corporation:

                  (i)      directly or indirectly acquire or own in any manner
                           any interest in any person, firm, partnership,
                           corporation, association or other entity which
                           competes with the Corporation or any of its
                           affiliates; or

                  (ii)     be employed by, or serve as an employee, agent,
                           officer, director of, any person, firm, partnership,
                           corporation association which competes with the
                           Corporation or any of its affiliates or subsidiaries.

         (b)      The Employee shall not at any time, other than in the ordinary
                  course of business of the Corporation, when and if required,
                  disclose, directly or indirectly, to any person, firm,
                  corporation, partnership, association or other entity, any
                  confidential information relating to the Corporation or any of
                  its affiliates or subsidiaries, or any information concerning
                  the financial condition, suppliers customers, lessors,
                  lessees, sources of leads for and methods of obtaining new
                  business or the methods generally of doing and operating the
                  respective businesses of the Corporation, its affiliates and
                  subsidiaries, except to the extent that such information is a
                  matter of public knowledge or is required to be disclosed by
                  law or judicial or administrative process.

         (c)      During the Term and for a period of twelve (12) months
                  thereafter, the Employment shall not, without the prior
                  written consent of the Corporation, directly or indirectly
                  through any other individual or entity:

                  (i)      solicit, entice, persuade or induce any individual
                           who currently is, or at any time during the Term
                           shall be, an employee of the Corporation, or any of
                           its affiliates, to terminate or refrain from renewing
                           or extending such person's employment with the
                           Corporation or such subsidiary or affiliate, or to
                           become employed by or enter into contractual
                           relations with any other individual or entity, and
                           the Employee shall not approach any such employee for
                           any such purpose or authorize or knowingly cooperate
                           with the taking of any such actions by any other
                           individual or entity; or

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                  (ii)     except in accordance with the Employee's duties
                           hereunder on behalf of the Corporation, solicit,
                           entice, persuade, or induce any individual or entity
                           which currently is, or at any time during the Term
                           shall be, a customer, supplier, lessor or lessee of
                           the corporation, or any of its subsidiaries of
                           affiliates, to terminate or refrain from renewing or
                           extending its contractual or other relationship with
                           the Corporation or such subsidiary or affiliate, and
                           the Employee shall not approach any such customer,
                           supplier, lessor or lessee for such purpose or
                           authorize or knowingly cooperate with the taking of
                           any such actions by any other individual or entity.

12.      Specific Performance. The Employee acknowledges that a breach or
         violation by the Employee of the covenants or agreements contained in
         Section 11 of this Agreement would cause irreparable harm and damage
         tot he Corporation if such provisions are not specifically enforced,
         the monetary amount of which would be impossible to ascertain.
         Therefore, the performance and to obtain an injunction from any court
         of competent jurisdiction enjoining and restraining any breach or
         violation of any or all of the covenants and agreements contained in
         Section 11 of this Agreement by the Employee and/or his employees,
         associates, partners or agents, or entities controlled by one or more
         of them, either directly or indirectly. Such remedies shall be
         cumulative and not exclusive and shall be in addition to whatever other
         rights or remedies the Corporation shall have for damages for a breach
         by the Employee of the covenants or agreements contained in Section 11
         or elsewhere in this Agreement.

13.      Foreign Corrupt Practices Act. The Employee agrees to comply in all
         respects with the U.S. Foreign Corrupt Practices Act of 1977 (the
         "FCPA"), as amended, which provides generally that: under no
         circumstances will foreign officials, representatives, political
         parties or holders of public offices be offered, promised or paid any
         money, remuneration, things of value, or provided any other benefit,
         direct or indirect, in connection with obtaining or maintaining
         contracts or orders hereunder. The Executive's failure to comply in all
         respects with the provisions of the FCPA shall constitute a material
         breach by him of his obligations hereunder and shall entitle SFMT to
         terminate this Agreement immediately. A copy of the Corporation's FCPA
         policy is annexed hereto as Exhibit A.

14.      No Delegation. The Employee shall not delegate his employment
         obligations under this Agreement to any other person.

15.      Notices. Any notice required or permitted to be given under this
         Agreement shall be in writing and sent by facsimile, with appropriate
         confirmation of receipt, certified mail, return receipt requested, or
         overnight courier to the following addresses:

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                  If to the Corporation:    SFMT, Inc.
                                            477 Madison Avenue, 8th Floor
                                            New York, New York  10022
                                            Attention:  General Counsel
                                            Fax:  212-371-9552

                  If to the Employee        1 Highview Terrace
                                            Madison, New Jersey  07940

Either party may change the address to which notices, requests, demands and
other communications to such party shall be delivered personally or mailed by
giving notice thereof to the other party hereto in the manner herein provided.
Notices shall be deemed given at the time of receipt.

16.      Deductions and Withholding. The Employee acknowledges and agrees that
         the Company shall be entitled to withhold from the Employee's
         compensation hereunder, including Salary and Bonus and other payments
         made pursuant to the Agreement, all applicable taxes that are due to
         the appropriate jurisdictions, and pay this withholding to the
         appropriate tax authorities, consistent with the tax equalization
         treatment described in Section 6(e) herein. Tax equalization, applied
         in the context of monthly withholding, shall be reconciled at year end.

17.      Binding Effect. This Agreement shall e for the benefit of the binding
         upon the parties hereto and their respective heirs, personal
         representatives, legal representatives, successors and, where
         applicable, assigns.

18.      Entire Agreement. This Agreement constitutes the entire agreement
         between the parties hereto with respect to the subject matter hereof
         and supersedes all prior agreements, understandings and arrangements,
         both oral and written, between the parties hereto with respect to such
         subject matter. This Agreement may not be modified, amended, altered or
         rescinded in any manner, except by written instrument signed by both of
         the parties hereto; provided, however, that the waiver by any party of
         compliance by any other party with respect to any provision hereof or
         of any breach by such other party need be signed only by the party
         waiving such provision or breach; provided, further, that the waiver by
         either party hereto of a breach or compliance with any provision of
         this Agreement shall not operate nor be construed as a waiver of any
         subsequent breach or compliance.

19.      Severability. In case any one or more of the provisions of this
         Agreement shall be held by any court of competent jurisdiction so be
         illegal, invalid or unenforceable in any respect such provision shall
         be of no force and effect, but the illegality, invalidity or
         unenforceability of such provision shall have no effect upon

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         and shall not impair the enforceability of any other provision of this
         Agreement, but this Agreement shall be construed as if such illegal,
         invalid or unenforceable provision had never been contained herein.

20.      Governing Law. This Agreement shall be governed by and construed in
         accordance with the laws of the State of New York applicable to
         contracts made and to be performed entirely within New York.

21.      Arbitration. Any and all disputes, controversies and claims arising out
         of or relating to this Agreement, shall be settled and determined by
         arbitration conducted before a panel of three arbitrators in New York
         in accordance with the rule of the American Arbitration Association
         then in effect. The arbitrators' award shall be final and binding upon
         the Corporation and the Employee, and judgment confirming such
         arbitration may be entered thereon in any court having jurisdiction
         over such proceedings.

22.      Section Headings. The section headings contained in this Agreement are
         for reference purposes only and shall not affect in any manner the
         meaning or interpretation of this Agreement.

23.      Counterparts. This Agreement may be executed in any number of
         counterparts, each of which shall be deemed an original, but all of
         which taken together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.

                                              SFMT, INC.



                                              by: /s/ Neil Molberger
                                                 -------------------------------



                                                  /s/ Gerard J. Caccappolo
                                                 -------------------------------
                                                 Gerard J. Caccappolo