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Exhibit 10-44
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FEDERATION OF ASSOCIATED HEALTH SYSTEMS, INC.

CONSULTANT AGREEMENT: VACCO, INC.
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THIS CONSULTANT AGREEMENT is made this 3" day of June, 2000, by and between
Vacco, Inc., (hereinafter referred to as Consultant"), a body corporate of the
State of Texas, and Federation of Associated Health System, a body corporate of
the State of Texas, (hereinafter referred to as `Client")

RECITALS
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WHEREAS, Consultant has sewed Client since Client's inception; and

WHEREAS, Client hereby acknowledges the great degree of expertise Consultant has
attained in the field of developing and managing an enterprise such as Client
and the financial management, marketing, and capital formation for such
enterprise and that Client is therefore desirous of receiving Consultants
continued assistance, support and counsel; and

WHEREAS, Client hereby acknowledges that the value of; receiving expert advise,
support and counsel from a source of the caliber of Consultant on a continuous
and consistent basis may be of paramount importance to the continued success and
growth of Client's business; and

WHEREAS, Client hereby acknowledges that it is therefore desirous of an
arrangement whereby Consultant provides ongoing service and is compensated in
accordance with the terms hereof

NOW THEREFORE IN CONSIDERATION of the mutual covenants and promises hereinafter
set forth, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereby agree as follows:

1. RECITALS: The above recitals shall constitute as a substantive and binding
component of this Agreement.

2.   RETENTION OF CONSULTANT: Client hereby retains Consultant as of the 1st day
of June, 2000 to perform consulting duties hereinafter set forth regarding the
continued support for the term of three (3) years.


3.   CONSULTANT'S DUTIES: Consultant hereby agrees to evaluate the continuing
needs of Client, advise Client accordingly and provide the following services:

     A.   Consultant shall provide management, marketing and contract
          negotiation Services.
     B.   Consultant shall be available on an as needed basis.
     C.   Consultant shall make available to Client all updated tapes, manuals,
          policy and procedure manuals, bookkeeping systems ands electronics, if
          as and when available.

4.   BASE COMPENSATION:

     A, Client hereby agrees to pay Consultant for his services at the rate of
One Hundred Fifty Thousand Dollars ($150,000.00) per year.

     B. Said sum shall be due and payable on a hi-monthly basis.

5.   RESTRICTIVE COVENANTS: For a period of two (2) years, after the termination
or expiration of this Agreement, the Consultant will not, within any of the
current geographical customer markets of Client, directly or indirectly, own,
manage, operate, control, be employed by or participate in any business that
competes with and or sell similar products and or services as the business
conducted by the Client at the time of the termination of this Agreement. In the
event of the Consultant's actual or threatened breach of the provisions of this
paragraph, the Client shall be entitled to an injunction restraining the
Consultant therefrom. Nothing shall be construed as prohibiting the Client from
pursuing any other available remedy for such breach or threatened breach,
including the recovery of damages from the Consultant. In the event Client
materially breaches this Agreement this provision regarding Restrictive
Covenants shall not apply.

6.   TERMINATION BY THE CLIENT: This Agreement may be terminated by Client for
the following reasons:

     A.   For Cause: Client may terminate this Agreement for cause as a result
of Consultants gross negligence or intentional failure to Consultant duties.

     B.   Disability: Client shall have the right to terminate this Agreement on
thirty (30) days notice to Consultant if because of mental or physical
disability of Consultant's key employee, Alexander Benningfield, which shall
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be determined by competent medical authority to be incapable of Billy performing
any or all of its obligations of his position with the Client for a period of
ninety (90) days.

7.   TERMINATION BY CONSULTANT: This Agreement may be terminated for cause at
any time by Consultant as a result of Client's failure to pay Consultant in
accordance with the terms hereof.

8.   DISCLOSURE OF CONFIDENTIAL INFORMATION: The Consultant hereby acknowledges
that it will have access to significant amounts of confidential information of
Client, its Parent Company, Paramount International Telecommunications, Inc. and
its Parent, Carnegie International Corporation and any affiliates of Carnegie
(hereinafter the "Affiliated Companies"), 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
Consultant from the Affiliated Companies from the inspection of the Affiliated
Companies' property, confidential information disclosed to Consultant by third
parties, and all documents, things and record beating 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 Client's and or the Affiliated Companies' financial,
intellectual, technical and commercial information (collectively hereinafter
referred to as "Confidential Information") shall be and remain confidential. The
Consultant will not during or after the term of this employment, disclose the
Confidential Information or any part thereof 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 Consultant of the provisions of this
paragraph, the Client shall be entitled to an injunction restraining the
Consultant 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
Client or the Affiliated Companies from pursuing any of the remedies available
to the Client for such breach or threatened breach, including the recovery of
damages from the Consultant. The Consultant shall be responsible to Client 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 Client or the Affiliated Companies in connection with a cause of action
brought for enforcement of said provision

9.   NOTICES: Any Notice required or desired to be given under this Agreement
shall be deemed given if in writing sent by certified mail to his residence in
the case of the Consultant at and n the case of Client at its principal office:
314 K Commerce, Suite 400, San Antonio, Texas 78205; with a copy to Paramount
International Telecommunications, Inc., 2540 Fortune Way, Vista California,
92083, attention Michael Eberle, President; and an additional copy to Carnegie
International Corporation, Executive Plaza 3, Suite 1001, 11350 McCormick Road,
Hunt Valley, Maryland 21031, attention Lowell Farkas, President.

10.  AGREEMENT BINDING: This Agreement shall inure to the benefit of the Parties
hereto and shall be binding upon their successors, officers, directors, and
assigns. This Agreement constitutes the entire Agreement between the Parties,
and no other promises or inducements have been made other than as specifically
set forth herein. This Agreement shall only be amended or modified by a written
instrument signed by the Parties hereto, This Agreement shall be construed and
interpreted in accordance with the Laws of the State of Maryland.

11.  CAPTIONS: The sectional or marginal titles or captions contained herein
shall be used for convenience and easy reference only, and shall in no way
define or limit the substance of any provisions or sections hereof.

12.  SEVERABIITY: In the event any portion or provision of this Agreement shall
be deemed or adjudged to be illegal or unenforceable, the remaining portions or
provisions of this Agreement shall continue with Bill force and binding effect
as if the portion so adjudged or deemed illegal or unenforceable were not
originally a part hereof.

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

14.  JURISDICTION: SERVICE OF PROCESS Any action or proceeding seeking to
enforce any provision o~ 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 acquired jurisdiction, in the United
States District Court for the District of Maryland (Northern Division), and each
of the parties consents to the jurisdiction of such courts (and of the
appropriate appellate courts) in any such action or proceedings and waivers any
objection to venue laid therein. Process many action or proceeding referred to
in the preceding sentence may be served on any party anywhere in the world. THE
PARTIES HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY SUCH ACTION OR
PROCEEDING.


IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first written above.
ATTEST:  CLIENT:           FEDERATION OF ASSOCIATED
                  By:      HEALTH SYSTEMS, INC.
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                           /s/ Michael Eberle, Director (SEAL)

ATTEST:                    By:      CONSULTANT:       VACCO, INC.

/s/ Lowell Farkas                   /s/ Alexander Benningfield