Exhibit 10.31

                                         Amended Employment Agreement
                                         dated August 19, 1999 between
                                UCI Medical Affiliates of South Carolina, Inc.
                                         and M.F. McFarland, III, M.D.




<PAGE>


         STATE OF SOUTH CAROLINA    )          AMENDED EMPLOYMENT AGREEMENT
                                             )       BETWEEN UCI MEDICAL
                                           AFFILIATE OF SOUTH CAROLINA, INC. AND
         COUNTY OF RICHLAND         )                M.F. McFARLAND, III, M.D.


                  UCI  Medical  Affiliates  of  South  Carolina,  Inc.,  a South
Carolina  corporation  ("UCI" or  "Employer"),  has entered  into an  Employment
Agreement dated October 1, 1995  ("Agreement")  with M.F.  McFarland,  III, M.D.
("McFarland"),  whereby  McFarland is employed to serve as  President  and Chief
Executive Officer of Employer for a term commencing  October 1, 1995, and ending
October 1, 2000.  Employer and McFarland desire to amend the Agreement to extend
the term and modify  the  termination  procedures  thereof  and to  restate  the
Agreement,  as amended, in its entirety.  Accordingly,  the parties have entered
into this Amended  Employment  Agreement Between UCI Medical Affiliates of South
Carolina,  Inc. and M. F. McFarland,  III, M.D., to be effective as of this 19TH
day of August, 1999.

         1.  Employment.  UCI hereby  agrees to employ  McFarland to perform the
duties  described in Section 3 below subject to and in accordance with the terms
and conditions hereof, and McFarland hereby accepts such employment.

         2. Term.  The employment  shall commence on the date hereof,  and shall
continue through August 19, 2004,  unless earlier  terminated in accordance with
the provisions of Section 8 of this Agreement.

         3. Duties of McFarland.

                  A. In accepting  employment by UCI,  McFarland shall undertake
and assume the  responsibility of performing for and on behalf of UCI the duties
of the President and Chief Executive Officer of UCI in Columbia, South Carolina.
Except with his written consent,  McFarland shall not be permanently assigned to
(i) any position of lower  professional  status,  or (ii) a location  outside of
Richland or Lexington Counties, South Carolina.

                  B. Other than  McFarland's  duties as an  employee of Doctor's
Care, P.A., McFarland shall be a full-time employee of UCI, and shall devote his
full working time and efforts to his duties  hereunder.  McFarland shall perform
all of his duties  hereunder to the best of his ability and shall not,  directly
or indirectly, engage or participate in any activities in conflict with the best
interests of UCI.  Without  limiting the generality of the foregoing,  McFarland
shall not engage in any activity for  compensation  or pecuniary gain other than
his employment hereunder,  his association with Doctor's Care, P.A., and passive
investing  for the  account of himself  or members of his  household.  McFarland
agrees that his total  compensation for his service to UCI shall be described in
Section 4 of this Agreement.

              McFarland has entered into a separate  Employment  Agreement  with
respect to his  association  with  Doctor's  Care,  P.A.  His  compensation  for
services to Doctor's  Care,  P.A. is described  in Section 4 of that  Agreement.
McFarland  agrees that his total  compensation for his service to Doctor's Care,
P.A. is set forth in Section 4 of that Agreement.

         4.  Compensation.  As  compensation  for the services to be rendered by
McFarland for UCI under this Agreement, McFarland shall be compensated by UCI on
the following basis:

                  A. Base Salary.  During the term of this Agreement,  McFarland
shall receive from UCI an annual salary of One Hundred Fifty-Seven Thousand Five
Hundred and no/100 ($157,500),  payable in pay periods as determined by UCI, but
in no event less  frequently  than monthly,  subject to an annual  increase upon
approval by the Board of Directors.


<PAGE>



                  B. Dues. During the term of this Agreement,  UCI shall pay all
dues of  McFarland  as a member of one private  club not to exceed Five  Hundred
Dollars and No/100 ($500.00) per month for the purpose of entertainment of UCI's
clients in connection with the performance of McFarland's duties.

                  C.  Vacation.  During  the term of this  Agreement,  McFarland
shall be  entitled  to a total of thirty  (30)  business  days of paid  leave to
attend  conventions  and  professional  meetings and vacation time each calendar
year.  Such  vacation  and  leave  days are to be taken at such time or times as
McFarland  may  reasonably  request,  subject  to UCI's  convenience  and  prior
approval, which approval shall not be unreasonably withheld.  Vacation and leave
time may cumulate year-to-year up to a maximum of 60 days.

     D.  Automobile.  During the term of this  Agreement,  UCI shall  provide to
McFarland the ----------- use of one (1) automobile.

                  E.  Reimbursement  for  Expenses.  During  the  term  of  this
Agreement,  UCI shall  reimburse  McFarland  for all  reasonable  expenses in an
aggregate  amount equal to, or less than Seven Thousand Five Hundred Dollars and
No/100 ($7,500.00) per annum incurred by McFarland for the benefit of UCI in the
performance of his duties hereunder.  Reimbursement for aggregate  expenses each
calendar year in excess of such amount shall require the prior written  approval
of the Board of Directors of UCI.

                  F. Other Benefits.  During the term of McFarland's  employment
with UCI,  McFarland  shall receive from UCI such other  benefits  (e.g.  health
insurance coverage, life insurance coverage, participation in pension plans, and
participation  in stock option plans,  etc.)  reasonably  comparable  to, and no
worse  than,  those  benefits,  if  any,  generally  provided  to  other  senior
executives of UCI. Additionally,  during his employment with UCI, McFarland will
be provided at UCI's costs,  with a term life insurance  policy that at the time
of McFarland's death will pay One Million Dollars  ($1,000,000) to his spouse or
other designated beneficiary(s).

                  G. Incentive  Bonus. On or about the end of UCI's fiscal year,
the Board shall determine what, if any, Incentive Bonus payment shall be made to
McFarland.  This  Incentive  Bonus  payment,  if  any,  shall  be  based  on two
variables:  UCI's Net Income  (Loss) for the previous  fiscal year and the Gross
Revenue for the same year, as set forth in Addendum A, which is attached hereto.
The attached Addendum specifies the total Incentive Bonus, if any, to be paid to
McFarland under  differing  scenarios based on UCI's Net Income (Loss) and Gross
Revenue for the previous year. The Board,  in making its decision as to what, if
any,  Incentive Bonus shall be paid to McFarland,  shall be governed by Addendum
A, and shall have no authority  to alter or deviate from the amount,  if any, of
the Inventive Bonus payment  mandated by the Net  Income/Gross  Revenues grid in
Addendum A. In the event UCI pays McFarland an Incentive Bonus, payment shall be
in the form of cash.

                  H.  Discretionary  Bonus.  On or about the end of UCI's fiscal
year,  the  Board  shall,  in its  sole  discretion,  determine  whether  or not
McFarland  is to be  awarded a  discretionary  bonus,  not to exceed  10% of his
annual base salary.  This Discretionary  Bonus, if any, shall be in addition to,
and  distinct  from any  other  compensation  or  bonus  payment  to  McFarland,
provided,  however,  nothing  contained  herein shall be construed in any way to
obligate  UCI to pay a  Discretionary  Bonus to  McFarland.  The  factors  to be
reviewed by the Board in determining  whether or not a  Discretionary  Bonus, if
any, shall be paid to McFarland shall include the following:

     1.  McFarland's  ability and success in recruiting  and  retaining  quality
physicians.

                  2. McFarland's ability and success in recruiting and retaining
a quality senior management team.

                  3.  McFarland's  ability  and success in  positioning  UCI for
implementation of managed care.

     4. McFarland's ability and success in developing a long-term strategic plan
for UCI.

In the event UCI pays McFarland a Discretionary  Bonus,  payment shall be in the
form of cash.

              5. Confidentiality and Secrecy. McFarland acknowledges that in and
as a result of his employment  hereunder,  he will be making use of,  acquiring,
and/or  adding to  confidential  information  of a special and unique nature and
value  relating to UCI  business,  including  without  limitation  technological
know-how,   copyrights,   proprietary  information,   trade  secrets,   systems,
procedures, manuals, confidential reports, records, operational expertise, lists
of customers and projects,  the nature and type of services rendered by UCI, the
equipment and methods used and preferred by UCI customers,  and the fees paid by
inducement  to UCI to enter  into this  Agreement  and to pay to  McFarland  the
compensation  stated in Section 4 herein,  McFarland  covenants  and agrees that
during the term of his  employment  hereunder,  and for five (5) years after the
termination  thereof,  he shall not,  directly  or  indirectly,  make use of, or
disclose to any person,  any confidential  information of UCI or its affiliates.
McFarland  agrees that he will never  disclose  trade secrets of UCI and assigns
his rights to confidential information as "work made for hire" to UCI.

              6. Covenants Against  Competition.  In view of the unique value to
UCI of the services of McFarland for which UCI has contracted hereunder, because
of the confidential  information to be obtained by or disclosed to McFarland, as
herein above set forth, and because McFarland's employment hereunder will result
in McFarland's  development of a unique  relationship with customers,  suppliers
and employees as a material  inducement to UCI to enter into this  Agreement and
to pay to  McFarland  the  compensation  stated in  Section 4 hereof,  McFarland
covenants and agrees as follows:

                  A. During McFarland's  employment hereunder,  and for a period
of two (2) years after the termination of McFarland's  employment  hereunder for
any  reason,  McFarland  shall not  directly  or  indirectly  solicit  or divert
employment  of any  employee of UCI's  business or employ any person  previously
employed by UCI or its affiliates.

                  B. During McFarland's  employment hereunder,  and for a period
of two (2) years after the termination of McFarland's  employment whereunder for
any reason,  McFarland  shall not directly or  indirectly  solicit,  divert,  or
convert, or assist another person or entity to solicit,  divert or convert,  the
customers of UCI or its affiliates to any other company or entity.

                  C. During McFarland's  employment hereunder,  and for a period
of two (2) years  after the  termination  of  McFarland's  employment  with UCI,
McFarland  shall not within the geographic  area  specified  below engage in any
business or perform any services,  directly or indirectly,  in competition  with
the  business  of UCI or its  affiliates  or have  any  interest,  whether  as a
proprietor,   partner,   employee,   stockholder   (directly  or  beneficially),
principal,  agent,  consultant,  director,  officer or in any other  capacity or
manner whatsoever, in any enterprise that shall so engage, except that McFarland
shall  be  permitted  to  own  for  investment   purposes   only,   directly  or
beneficially,  up to (but not more than) 2% in the  aggregate  of the stock of a
competing  corporation which is  publicly-traded on a national stock exchange or
the NASDAQ  National  Market  System,  so long as McFarland is not a controlling
person of, or a member of a group that controls,  such corporation and McFarland
is  not  otherwise  affiliated  in  any  capacity  with  such  corporation.  The
restrictions to this Section 6(C) shall apply everywhere  within a five (5) mile
radius of (i) any primary or urgent care facility owned or operated by UCI or an
affiliate,  and (ii) each other location where UCI or any affiliate maintains an
office, in existence as of the date of such termination.

              7.  Reasonableness, Enforceability and Remedies.

                  A.  McFarland has carefully read and considered the provisions
of Section 5, 6 and 7, and,  having done so,  agrees that the  restrictions  set
forth in these  Sections,  including,  but not  limited  to, the time  period of
restriction  and  geographic  limitations  set forth in  Section 6, are fair and
reasonable and are reasonably required for the protection of the interest of UCI
and its officers, directors, shareholders, employees, and affiliates.

                  B. In the event that,  notwithstanding  the foregoing,  any of
the  provisions of Sections 5, 6 and 7 hereof or any parts thereof shall be held
to be invalid or unenforceable,  the remaining provisions or parts thereof shall
nevertheless  continue  to be valid and  enforceable  as though  the  invalid or
unenforceable portions or parts had not been included therein. In the event that
any  provision  of Sections 5 and 6 hereof  relating  to the time period  and/or
geographic  restrictions  and/or related aspects shall be declared by a court of
competent  jurisdiction to exceed the maximum  restrictiveness  such court deems
reasonable  and  enforceable,  the time period  and/or  geographic  restrictions
and/or  related  aspects deemed  reasonable  and  enforceable by the court shall
become  and  thereafter  be the  maximum  restriction  in such  regard,  and the
restriction shall remain  enforceable to the fullest extent deemed reasonable by
such court.

                  C.  McFarland  acknowledges  that the services he is to render
are of a  special  and  unusual  character  with a  unique  value to UCI and its
affiliates,  the loss of which cannot adequately be compensated by damages in an
action at law. In the event of a breach or threatened breach by McFarland of any
of the provisions of Section 5 or 6 hereof,  UCI or its affiliates,  in addition
to and not in limitation of, any other rights, remedies, or damages available to
UCI or its  affiliates  under this  Agreement,  shall be entitled to a permanent
injunction  in order to prevent or restrain  any such breach by  McFarland or by
McFarland's partners, agents,  representatives,  servants, employees, consulting
clients,  and/or any and all persons  directly or indirectly  acting for or with
him.

                  D. McFarland covenants and agrees that if he shall violate any
of  his  covenants  or  agreements  under  Section  5 or 6  hereof,  UCI  or its
affiliates shall be entitled to: (i) an accounting and repayment of all profits,
compensation,  commissions,  remuneration,  or  other  benefits  that  McFarland
directly or indirectly  has realized  and/or may realize as a result of, growing
out of, or in connection  with, any such violation;  (ii) recover actual damages
incurred by UCI or its affiliates as a result of any such  violation;  (iii) any
injunctive  relief to which UCI or its  affiliates is or may be entitled by law,
in  equity,  or  under  this  Agreement;  and (iv)  exercise  its  other  rights
respecting a breach of this Agreement as set forth herein.

     E. McFarland's  obligations  under Section 5 and 6 hereof shall survive any
termination --------------- of employment hereunder.

              8.  Termination

                  A. For  Cause by UCI.  Notwithstanding  any  other  provisions
hereof,   UCI  may  terminate   McFarland's   employment  under  this  Agreement
immediately at any time for "cause".  For purposes hereof the term "cause" shall
be limited to the  commission of any of the following by McFarland:  dishonesty;
theft;  unethical business conduct;  indictment for a felony; willful failure to
perform material duties on behalf of UCI;  violation of the terms and provisions
of this Agreement; willful or recurring insubordination;  failure to attempt, in
good faith, to comply with reasonable  instructions of UCI;  McFarland's license
to  practice  medicine in the State of South  Carolina  is revoked or  otherwise
terminated; or McFarland fails to follow accepted medical practices or is guilty
of misconduct  under the  principles of medical  ethics of the American  Medical
Association.  If the  termination  is for "cause," all  compensation  (including
without  limitation the Base Salary, and all perquisites and fringe benefits) to
which McFarland would otherwise be entitled shall be discontinued  and forfeited
as of the effective date of such termination.

                  B. Without  Cause by UCI.  UCI may  terminate  this  Agreement
"without cause" at any time upon written notice to McFarland.  In the event that
McFarland is terminated without cause from his position as President of Doctor's
Care,  P.A.  ("Doctor's  Care") or as President and Chief  Executive  Officer of
Employer,  Doctor's  Care and Employer  shall pay McFarland a lump sum severance
payment of Nine Hundred  Thousand  Dollars and no/100  ($900,000.00).  All other
compensation  (including without limitation any perquisites and fringe benefits,
if any) to which  McFarland  would  otherwise be entitled (for periods after the
effective date of such  termination)  shall be discontinued  and forfeited as of
the  effective  date of such  termination.  In no event  shall the total  amount
payable  by  Employer  and  Doctor's  Care,  jointly  or  severally,  under this
Paragraph  8(B) and/or under  Paragraph  8(E) of the Second  Amended  Employment
Agreement  between  McFarland  and Doctor's  Care exceed the sum of Nine Hundred
Thousand Dollars and No/100 ($900,000.00)

                  C.  Termination  by  McFarland.  McFarland may with or without
cause  terminate  this  Agreement upon (60) days prior written notice to UCI. In
the event of such termination,  all compensation  (including  without limitation
the Base  Salary and any  prerequisites  and fringe  benefits,  if any) to which
McFarland  would  otherwise be entitled (for periods after the effective date of
the termination) shall be discontinued and forfeited as of the effective date of
such termination.

                  D. Disability.  In the event of McFarland's  disability during
employment  under this  Agreement,  then  employment  under this Agreement shall
terminate.  For purposes of this  Agreement,  except as provided  herein  below,
"disability"  shall mean the  inability of  McFarland,  due to sickness or other
incapacity,  to perform his duties under his Agreement for a period in excess of
one hundred and eighty (180)  substantially  consecutive  days. Such termination
shall become effective at UCI's election upon the expiration of such one hundred
and eighty (180) day period of disability.  Upon termination of employment under
this Agreement due to  McFarland's  disability,  McFarland  shall be entitled to
payment of his Base Salary up to the date of termination.

                  E. Death. In the event McFarland dies during this term of this
Agreement,  this  Agreement  shall  terminate  and UCI shall pay to  McFarland's
estate all Base Salary accrued but unpaid through the date of McFarland's death.

                  F. Personal Guarantee  Assumption in the Event of Termination.
In the event of McFarland's  termination  by Employer  under any  circumstances,
Employer  shall assume any and all  liabilities  that  McFarland has  personally
guaranteed  for the benefit of Employer.  Said guarantee  assumption  shall take
place within thirty (30) days of McFarland's  termination.  If Employer fails to
assume  any and all  liabilities  personally  guaranteed  by  McFarland  for the
benefit of Employer within thirty (30) days of  termination,  Employer shall pay
McFarland One Thousand  Dollars and no/100  ($1,000.00)  per day starting on the
30th day after termination,  and each day thereafter until Employer assumes such
liabilities.  The outstanding liabilities personally guaranteed by McFarland for
the  benefit  of  Employer  as of the date  hereof  are  listed on the  attached
Schedule A.  McFarland  shall seek approval from  Employer's  Board of Directors
before  making any future  guarantees  for the  benefit of Employer in excess of
Twenty-Five  Thousand Dollars and no/100  ($25,000.00).  In addition,  McFarland
shall provide  Employer's Board of Directors prompt written notice of any future
guarantees  involving  Twenty-Five  Thousand Dollars and no/100  ($25,000.00) or
less.

              9. Burden of Benefit.  This  Agreement  shall be binding upon, and
shall  inure to the  benefit  of UCI,  McFarland,  UCI's  affiliates,  and their
respective heirs, personal and legal representatives, successors, and assigns.

     10.  Assignment.  This  Agreement and any rights  hereunder are personal to
McFarland and shall not be assigned or otherwise transferred by McFarland.

              11.    Governing    Law/Jurisdiction.    The    construction   and
interpretation  of this  Agreement  shall at all  times and in all  respects  be
governed by the laws of the State of South  Carolina.  McFarland  and UCI hereby
(i) agree that any litigation,  action or proceeding  arising out of or relating
to this  Agreement  may be  instituted  in a state or federal court in Columbia,
South Carolina, (ii) waive any objection which they might have now or


<PAGE>


hereafter to any litigation,  action or proceeding  based upon improper venue or
inconvenient  forum,  and (iii)  irrevocably  submit to the jurisdiction of such
courts in any such  litigation,  action or proceeding.  For all purposes of this
Agreement,  McFarland and UCI hereby  further agree that service of process upon
McFarland and UCI may be effected pursuant to United States mail.

              12. Usage.  The section and paragraph  headings  contained in this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.  Terms such as "hereof",  "herein",
and words of similar  import  shall refer to this  Agreement in its entirety and
all references shall refer to specified  portions of this Agreement,  unless the
context clearly requires otherwise.

              13. Severability. The provisions of this Agreement shall be deemed
severable,  and the  invalidity  or  unenforceability  of any one or more of the
provisions of this Agreement shall not affect validity and enforceability of the
other provisions.

              14. Notice.  Any notice,  request,  approval,  consent,  demand or
other  communication  hereunder  shall be  effective  if in writing and upon the
first to occur of the  following:  (i) upon  receipt  by the  party to whom such
notice, request, approval,  consent, demand or other communications being given;
or (ii) three (3)  business  days after being duly  deposited in the U. S. Mail,
certified, return receipt requested, and addressed as follows:

              McFarland                     M. F. McFarland, III, M. D.
                                            UCI Medical Affiliates, Inc.
                                            Doctor's Care, P.A.
                                            1901 Main St., Ste. 1200 (MC1105)
                                            Columbia, S.C.  29201

              With a copy to:   David E. Dubberly, Esq.
                                Duff, Dubberly, Turner, White & Boykin, L.L.C.
                                P. O. Box 1486
                                Columbia, S.C.  29202

              UCI:              UCI Medical Affiliates of South Carolina, Inc.
                                Doctor's Care, P.A.
                                1901 Main St., Ste. 1200 (MC1105)
                                Columbia, S.C.  29201

                With a copy to:             Frank H. Gibbes, III, Esq.
                      Gibbes, Gallivan, White & Boyd, P.A.
                                 P. O. Box 10000
                        Greenville, South Carolina 29603

The parties  hereto may change their  respective  addresses by notice in writing
given to the other parties of this Agreement.

              15. Entire Agreement. This Agreement contains the entire agreement
and  understanding  by  and  between  UCI  and  McFarland  with  respect  to the
employment  of  McFarland,  and no  representations,  promises,  agreements,  or
understandings,  written or oral not  contained  herein shall be of any force or
effect.  No change or  modification  of this Agreement shall be valid or binding
unless it is in writing and signed by the party intended to be bound.  No waiver
of any  provision of this  Agreement  shall be valid unless it is in writing and
signed by the party  against whom the waiver is sought to be enforced.  No valid
waiver of any  provision of this  Agreement at any time shall be deemed a waiver
of any other provision of this Agreement at such time or at any other time.

              IN WITNESS  WHEREOF,  UCI and  McFarland  have duly  executed this
Agreement under seal to be effective as of the day and year first above written.


IN THE PRESENCE OF:                                           UCI:

<TABLE>
<S>                                                           <C>

/s/ Diane D. Dent                                             UCI MEDICAL AFFILIATES OF SOUTH
Witness                                                       CAROLINA,  INC.                        (SEAL)


/s/ M. Yvonne Northcutt                                       By: /s/ Harold H. Adams
Witness                                                       Its:  Director, HHC




                                                              MCFARLAND:


/s/ Hannah H. James                                           /s/ M.F. McFarland, III, M.D.      (SEAL)
Witness                                                       M.F. McFarland, III, M.D.


/s/ Brenda C. Sanders
Witness

</TABLE>


<PAGE>


                                                  SCHEDULE A

                    Outstanding Liabilities Personally Guaranteed By McFarland
<TABLE>
<S>                                     <C>                                   <C>
--------------------------------------- -------------------------------------- --------------------------------------
Lender                                  Remaining Term                         Balance at 5/31/99
--------------------------------------- -------------------------------------- --------------------------------------
--------------------------------------- -------------------------------------- --------------------------------------

--------------------------------------- -------------------------------------- --------------------------------------
--------------------------------------- -------------------------------------- --------------------------------------
            Carolina First                            54 months                              $ 450,000
--------------------------------------- -------------------------------------- --------------------------------------
--------------------------------------- -------------------------------------- --------------------------------------
             AT&T Leasing                             9 months                                   10,000
--------------------------------------- -------------------------------------- --------------------------------------

</TABLE>