Exhibit 10.31



                              EMPLOYMENT AGREEMENT

     AGREEMENT  dated  as  of  April  28,  1999,  between  RAINTREE   HEALTHCARE
CORPORATION,  a Delaware  corporation (the  "Company"),  and MICHAEL A. JEFFRIES
("Jeffries" or "Executive").

     Company  wishes to employ  Jeffries and  Jeffries  wishes to be employed by
Company,  in each case,  pursuant  to the terms and  subject  to the  conditions
hereof.

     Accordingly, the parties hereto hereby agree as follows:

     1. EMPLOYMENT AND DUTIES.  Company hereby employs Jeffries as its President
and Chief Executive  Officer,  and Jeffries hereby accepts such  employment.  In
addition Company shall cause Jeffries to continue to be a member of the Board of
Directors  during the term hereof.  Jeffries,  who shall devote all his business
time and attention to the business of Company, shall have general responsibility
for the management of Company subject to the direction and control of the Board.
Jeffries agrees that, if he is terminated for Cause (as hereinafter  defined) or
resigns his employment other than for Good Reason (as hereinafter  defined),  he
will also immediately resign as a member of the Board of Directors.

     2. TERM.  Unless earlier  terminated as hereinafter  provided,  the term of
this Agreement shall commence on the date hereof (the  "Commencement  Date") and
continue until the third anniversary of the Commencement Date.

     3.  COMPENSATION.  (a) Base  Salary.  Company  shall pay Jeffries a salary,
before  deducting all applicable  withholdings,  at the annual rate of $327,000,
effective as of February 1, 1999 payable in accordance  with Company's  standard
executive  payroll  policies as in effect from time to time.  Within ninety (90)
days after the end of each fiscal year,  Company shall consider increases in the
annual  rate of such  salary  to be  effective  as of  February  1 of each  year
commencing February 1, 2000.

     (b) Incentive  Bonus.  The  Board's  compensation  committee  shall  design
and  present to the Board for  review,  adjustment  and  adoption  an  incentive
compensation program for key employees.  Such program may include cash and stock
option  incentives and will provide for  participation by Jeffries.  The program
shall,  as it relates  to cash  compensation,  provide  that  Jeffries  shall be
entitled to receive a cash bonus in respect of any fiscal year,  commencing with
the fiscal year ending December 31, 1999, for which Company  achieves EBITDA (as
hereinafter defined) of at least 90% of budgeted EBITDA for such fiscal year, as
set forth in the annual  budget to be adopted by the Board for such  fiscal year
and  designated as the annual budget to be used for purposes  hereof;  provided,
however,  that  for  purposes  of  the  fiscal  year  ending  December 31, 1999,

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both budgeted EBITDA and actual EBITDA shall be determined for the  eleven-month
period  commencing  on  February  1,  1999.  Such  bonus  shall be in an amount,
expressed as a percentage of Jeffries' then annual base salary, equal to:

                                    If EBITDA before income taxes:

                   50%              greater than 100%of budget
                   40%              greater than or equal to 95% or 
                                    less than or equal to  100% of budget
                   30%              greater than or equal to 90% or less than 
                                    95% of budget

Any such bonus shall be payable as soon as practicable  following the end of the
fiscal year,  but in no event  earlier than the date that follows by 30 days the
filing of Company's annual report on Form 10-K for such year.

     For purposes of this Agreement, the following definitions shall apply:

     "EBITDA" shall mean,  during each  applicable  fiscal year, for the Company
and its subsidiaries on a consolidated  basis, the Net Income (or loss) for such
period,  plus,  to the extent  reflected in the statement of Net Income for such
period,  the sum of (a) the Income Tax of the Company and its subsidiaries,  (b)
the  Interest  Expense of the Company  and its  subsidiaries,  (c)  Depreciation
Expense of the Company and its subsidiaries, (d) Amortization of the Company and
its subsidiaries,  and (e) any charges resulting from the granting of Restricted
Stock Units as provided in Section 3(c) hereof.

     "Depreciation  Expense" shall mean, during each applicable fiscal year, for
the Company and its  subsidiaries  on a consolidated  basis,  that amount of the
Depreciation  Expense  that is reflected on the  financial  statements  for such
period in accordance with GAAP consistently applied.

     "GAAP" shall mean generally accepted accounting principles set forth in the
opinions and  pronouncements of the Accounting  Principles Board of the American
Institute of Certified Public  Accountants and statements and  pronouncements of
the Financial  Accounting  Standards  Board or in such other  statements by such
other entity as have been  approved by a significant  segment of the  accounting
profession.

     "Income  Tax" shall  mean,  during each  applicable  fiscal  year,  for the
Company and its  subsidiaries on a consolidated  basis, the provision or benefit
for  federal,  state,  local and  foreign  income  taxes of the  Company and its
subsidiaries for such period as determined in accordance with GAAP  consistently
applied.

     "Interest  Expense"  shall mean,  during each  applicable  fiscal year,  as
applied  to the  Company  and its  subsidiaries  on a  consolidated  basis,  the
interest  expense  of the  Company  and its  subsidiaries  for  such  period  as
determined in accordance with GAAP consistently applied.

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     "Net  Income"  shall mean,  during each  applicable  fiscal  year,  for the
Company and its  subsidiaries on a consolidated  basis, the net income (or loss)
of the Company and its  subsidiaries for such period as determined in accordance
with  GAAP  consistently  applied  (except  as  provided  in  this  definition),
excluding  from  "Net  Income,"  however,  (a) any gain or loss,  net of  taxes,
realized  upon any sale,  transfer  or other  disposition  (including  by way of
merger or  consolidation) by the Company and its subsidiaries of any property or
other assets of the Company and its subsidiaries  outside the ordinary course of
business,  (b) any gain or loss, net of taxes,  realized upon the termination of
any employment benefit plan, and (c) any extraordinary  gain or loss,  including
any  extraordinary  costs  not  associated  with the  normal  operations  of the
business  of the  Company and its  subsidiaries  net of taxes,  in each case (a)
through (c), as determined in accordance with GAAP consistently applied.

     (c) Stock  Grant and  Options.  As a  material  inducement  to  Executive's
entering  into this  Agreement,  the Board has granted to the  Executive  on the
Commencement  Date, an award of 90,000  Restricted  Stock Units,  each such Unit
representing the right to receive, subject to vesting, at the times provided for
herein one share of the Common Stock of the Company (the "Restricted  Stock Unit
Award"). In addition, the Company shall pay to the Executive dividend equivalent
amounts with respect to the Restricted Stock Units at the time and in the amount
of any dividend  distributions  paid with respect to shares of Common Stock. The
number of shares of Common Stock underlying  vested Restricted Stock Units shall
be  delivered  to the  Executive  upon the  earlier  of (i) the  termination  of
Executive's  employment  for any  reason and (ii) the third  anniversary  of the
Commencement  Date (provided that Executive shall be permitted to elect to defer
delivery  of all or a portion of such  shares by  written  notice  specifying  a
deferred  delivery  date(s)  sent to the  Company  not  later  than  the  second
anniversary  of the  Commencement  Date (or such other  dates as the Company and
Executive  shall  determine)).  The  Restricted  Stock Units,  which shall be in
addition to and not in lieu of any options  that would  otherwise  be granted to
Jeffries under any compensation  program referred to in Section 3(b), shall vest
as follows:

           34,000 shares                         Commencement Date
           28,000 shares                         February 1, 2000
           28,000 shares                         February 1, 2001

or, if earlier,  on the date of any  termination  without Cause (as  hereinafter
defined) or any  termination by Executive for Good Reason (as defined in Section
6(b)) and shall otherwise be subject to Company's standard terms of grant.

     4A. EXPENSES.  Company shall also, upon receipt of customary documentation,
reimburse Jeffries for his reasonable travel and lodging (outside the Scottsdale
area) and  other  ordinary  and  necessary  business  expenses  consistent  with
Company's expense reimbursement policies as in effect from time to time.

     4B.  BENEFITS.  Company  shall  provide  Jeffries and his  dependents  with
health,  medical and life insurance,  and make payments for Jeffries' account to

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such  retirement  plan or plans as it may from time to time adopt, in each case,
in a manner  consistent  with its  treatment  from time to time of other  senior
executive officers.

     5.  VACATION,  ETC.  Jeffries  shall be entitled  to  vacation  with pay in
accordance with Company's  vacation policy as in effect from time to time and to
such paid holidays as Company may approve for its executive personnel.  Jeffries
hereby waives,  to the maximum extent  permitted by applicable law, his right to
be paid at such time as his employment by Company should terminate for unaccrued
vacation or personal days.

     6.  TERMINATION.  The Board may terminate  Jeffries'  employment  hereunder
prior to the  expiration  of the term  hereof in the manner  provided  in either
Section 6(a) or Section 6(b). Jeffries may terminate his employment hereunder at
any time effective upon Company's receipt of at least 30 days' advance notice to
such effect.

     (a) FOR CAUSE.  Company may terminate  this Agreement for Cause upon notice
to Jeffries stating the facts  constituting  such cause,  provided that Jeffries
shall have 30 days following such notice to cure any conduct or act, if curable,
alleged to provide grounds for termination for Cause hereunder.  For purposes of
this  Agreement,  "Cause" shall mean (i) the Executive has been convicted of (or
pleads  guilty  to) a felony;  or (ii) the  Executive  has  engaged  in  willful
misconduct or gross  negligence in the  performance of his employment  duties to
the Company. If Executive's employment is terminated for Cause, the Company will
have no further  liability or obligation to Executive  except for amounts earned
or accrued under Company sponsored benefit plans prior to termination.

     (b) WITHOUT  CAUSE.  (i) Company may terminate  this  Agreement at any time
immediately,  without Cause, effective upon Jeffries's receipt of notice to such
effect. Upon termination under this Section 6(b), Company shall pay to Jeffries:
(i) forthwith, the base salary due him through the date of termination,  (ii) in
a lump sum,  an amount  equal to 18  months of his then base  salary,  and (iii)
within 90 days following the end of the fiscal year in which termination occurs,
a bonus in an amount determined in the manner described in Section 3(b) (except,
if termination occurs prior to the end of a fiscal year, prorated for the period
during which Jeffries was employed  hereunder),  in each case,  less  applicable
withholdings.  In  addition,  any and all  options,  restricted  stock  or other
similar  grants  of  shares  shall  immediately  vest and  shall be  immediately
exerciseable.

     (ii) The provisions of this Section 6(b) shall also apply,  and the Company
shall  be  deemed  to have  terminated  Jeffries  without  Cause  hereunder,  if
Jeffries'  terminates his employment with Company for Good Reason.  For purposes
of this Agreement, "Good Reason" shall mean any of the following:

          (A) Any  reason  whatsoever  within  six (6)  months  of a  Change  of
     Control;

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          (B) The  Company's  failure  to elect or  reelect,  or to  appoint  or
     reappoint,   Executive   to  offices   or   positions   involving   duties,
     responsibilities,  authority and dignity of a scope  comparable to those of
     Executive's most  significant  offices or positions held at any time during
     the term hereof;

          (C) Material change by the Company in the Executive's function, duties
     or responsibilities  (including reporting responsibilities) of a scope less
     than that associated with Executive's  most  significant  position with the
     Company during the term hereof;

          (D)  Executive's  base salary is reduced by the  Company,  unless such
     reduction is pursuant to a salary  reduction  program  which affects all of
     the  Company's  exempt  employees  by the  same  percentage,  or there is a
     material reduction in the benefits that were in effect for the Executive on
     the Commencement  Date under the Company's  benefit plans in effect on such
     date;

          (E) Relocation of the Company's corporate  headquarters or Executive's
     principal  place of employment  to a place  located  outside of the greater
     Phoenix  metropolitan area;  provided that required travel on the Company's
     business  shall  not be deemed a  relocation  so long as  Executive  is not
     required  to be  outside of the  greater  Phoenix  metropolitan  area for a
     period of time that is greater  than the period of time he was  required to
     be outside of the greater  Phoenix  metropolitan  area for the twelve month
     period immediately preceding the Commencement Date;

          (F) The  failure  by the  Company  to obtain  the  assumption  of this
     Agreement by any successor or assign of the Company; or

          (G) Material breach of this Agreement by the Company,  which breach is
     not cured within twenty (20) days after written notice thereof is delivered
     to the Company.

     For purposes of this Agreement, the term "Change in Control" of the Company
shall mean,  and a "Change in Control" shall be deemed to have occurred if after
the date hereof:

          (A) Any "person"  (as such term is used in Section  13(d) and 14(d)(2)
     of the Exchange Act) shall become the beneficial  owner (within the meaning
     of Rule 13d-3  promulgated  pursuant to the Exchange  Act, or any successor
     provision  thereto),  directly or indirectly,  of securities of the Company
     representing  fifty percent  (50%) or more of the combined  voting power of
     the Company's then outstanding securities ordinarily (and apart from rights
     accruing  under  special  circumstances)  having  the  right  to vote at an
     election of directors;

          (B) Individuals who, as of the Commencement Date, constitute the Board
     of Directors of the Company (the "Incumbent Board") cease for any reason to
     constitute  at least a majority of the Board of  Directors  of the Company,
     provided (A) that any person becoming a member of the Board of Directors of

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     the Company subsequent to the date hereof whose election, or nomination for
     election by the Company's stockholders,  was approved by a vote of at least
     a majority of the members then  comprising the Incumbent  Board (other than
     an election or  nomination of an  individual  whose  initial  assumption of
     office  is in  connection  with an actual or  threatened  election  contest
     relating to the election of the Directors of the Company, as such terms are
     used in Rule 14a-11 of Regulation 14A  promulgated  under the Exchange Act,
     or any  successor  provision  thereto)  shall  be,  for  purposes  of  this
     Agreement,  considered as though such person were a member of the Incumbent
     Board, or (B) that the members of the Board of Directors of the Company who
     are nominated in the  definitive  proxy  statement  furnished in connection
     with the solicitation of proxies on behalf of the Board of Directors of the
     Company shall be, for purposes of this Agreement,  considered as members of
     the Incumbent Board; or

          (C) Approval by the  stockholders  of the Company and  consummation of
     (1) a reorganization,  merger, consolidation,  or sale or other disposition
     of  all  or  substantially  all of the  assets  of  the  Company,  or (2) a
     liquidation or dissolution of the Company.

     (c)  DISABILITY.  If during the term of this  Agreement,  Jeffries fails to
perform his duties hereunder because of illness or other incapacity for a period
of three  consecutive  months,  Company  shall have the right to terminate  this
Agreement  without  further  obligation  hereunder  except for any bonus  amount
payable in accordance with this Section 6(c) and any amounts payable pursuant to
disability  plans generally  applicable to executive  employees.  Within 90 days
after the end of the fiscal year in which  termination  pursuant to this Section
6(c) occurs,  Jeffries  shall be entitled to receive a bonus payment as provided
in Section 6(b).

     (d)  DEATH.  If  Jeffries  dies  during  the term of this  Agreement,  this
Agreement shall terminate immediately,  and Jeffries' legal representative shall
be entitled to receive the base salary due Jeffries for 60 days following  death
as well as any other death benefits generally applicable to executive employees.
In addition,  within 90 days after the end of the fiscal year in which Jeffries'
death should occur,  Jeffries'  legal  representative  shall also be entitled to
receive a bonus payment as provided in Section 6(b).

     7.   CONFIDENTIAL   INFORMATION;    NON-SOLICITATION.    (a)   CONFIDENTIAL
INFORMATION.  Jeffries  acknowledges that Jeffries may receive, or contribute to
the production of,  Confidential  Information.  For purposes of this  Agreement,
Jeffries  agrees  that  "Confidential  Information"  shall mean  information  or
material  proprietary  to Company or designated as  confidential  information by
Company  and not  generally  known  by  non-Company  personnel,  which  Jeffries
develops or to which  Jeffries  obtains  knowledge  or access to through or as a
result of Jeffries'  relationship with Company (including information conceived,
originated,   discovered  or  developed  in  whole  or  in  part  by  Jeffries).
Confidential  Information includes,  but is not limited to , the following types

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of information and other information of a similar nature (whether or not reduced
to writing)  related to  Company's  business:  discoveries,  inventions,  ideas,
concepts, research, development,  processes,  procedures,  "know-how", formulae,
marketing  techniques and materials,  marketing and development plans,  business
plans,  customer names and other information related to customers,  price lists,
pricing  policies,  methods  of  operation,   financial  information,   employee
compensation,  and computer programs and systems. Jeffries acknowledges that the
Confidential   Information  derives   independent   economic  value,  actual  or
potential,   from  not  being   generally   known  to,  and  not  being  readily
ascertainable  by proper means by, other persons who can obtain  economic  value
from its  disclosure or use.  Information  publicly known without breach of this
Agreement that is generally  employed by the trade at or after the time Jeffries
first learns of such  information,  or generic  information  or knowledge  which
Jeffries would have learned in the course of his employment or work elsewhere in
the trade,  shall not be deemed part of the Confidential  Information.  Jeffries
further agrees:

     (1) To furnish Company on demand, at any time during or after employment, a
complete  list of the names and  addresses of all present,  former and potential
suppliers,  financing or leasing sources, patients, customers and other contacts
gained while an employee of Company in Jeffries'  possession,  whether or not in
the possession or within the knowledge of Company.

     (2)  That  all  notes,  memoranda,  documentation  and  records  in any way
incorporating   or  reflecting  any   Confidential   Information   shall  belong
exclusively  to  Company,  and  Jeffries  agrees to turn over all copies of such
materials in Jeffries'  control to Company upon request or upon  termination  of
Jeffries' employment with Company.

     (3) That while  employed by Company and  thereafter  Jeffries  will hold in
confidence and not directly or indirectly reveal, report,  publish,  disclose or
transfer any of the Confidential Information to any person or entity, or utilize
any of the  Confidential  Information  for any purpose,  except in the course of
Jeffries' work for Company.

     (4) That any idea in  whole  or in part  conceived  of or made by  Jeffries
during  the term of his  employment,  consulting  or similar  relationship  with
Company  which relates  directly or  indirectly to Company's  current or planned
lines  of  business  and is  made  through  the  use of any of the  Confidential
Information of Company or any of Company's equipment,  facilities, trade secrets
or time, or which results from any work performed by Jeffries for Company, shall
belong  exclusively  to Company  and shall be deemed a part of the  Confidential
Information for purposes of this  Agreement.  Jeffries hereby assigns and agrees
to assign to Company all rights in and to such Confidential  Information whether
for purposes of obtaining patent or copyright protection or otherwise.  Jeffries
shall  acknowledge  and deliver to Company  (but at its  expense)  such  written
instruments  and do such other acts,  including  giving  testimony in support of
Jeffries'  authorship  or  inventorship,  as the case may be,  necessary  in the
opinion of Company to obtain  patents or copyrights  or to otherwise  protect or
vest  in  Company  the  entire  right  and  title  in and  to  the  Confidential
Information.

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     (b)  NON-SOLICITATION.  During the term of Jeffries'  employment by Company
and for a period of one year thereafter,  Jeffries agrees that he shall not (for
the  purpose  of or which  results  in  competition  with  Company or any of its
affiliates  or  subsidiaries)  either  solicit any past or  existing  customers,
patients  or  clients  of  Company  or any of its  predecessors,  affiliates  or
subsidiaries or use any  Confidential  Information;  nor will he solicit for any
competing  company  the  employment  of any  employees  of Company or any of its
affiliates or subsidiaries.

     (c)  INJUNCTIONS.  It is agreed  that the  restrictions  contained  in this
Section 7 are reasonable,  but it is recognized that damages in the event of the
breach of any of the restrictions  will be difficult or impossible to ascertain;
and,  therefore,  Jeffries agrees that, in addition to and without  limiting any
other  right or remedy  Company  may have,  Company  shall  have the right to an
injunction  against  Jeffries  issued  by  a  court  of  competent  jurisdiction
enjoining  any such  breach  without  showing  or proving  any actual  damage to
Company.

     (d) PART OF CONSIDERATION.  Jeffries also agrees, acknowledges,  covenants,
represents  and  warrants  that he is fully and  completely  aware,  and further
understands,  that the foregoing  restrictive covenants are an essential part of
the  consideration  for Company entering into this Agreement and that Company is
entering  into  this  Agreement  in  full  reliance  on  these  acknowledgments,
covenants, representations and warranties.

     (e) TIME AND TERRITORY  REDUCTION.  If the period of time and/or  territory
affected by the  provisions  of this  Section 7 are held to be in any respect an
unreasonable restriction,  it is agreed that the court so holding may reduce the
territory  to which the  restriction  pertains or the period of time in which it
operates  or may reduce  both such  territory  and such  period,  to the minimum
extent necessary to render such provision enforceable.

     (f) SURVIVAL. The obligations described in this Section 7 shall survive any
termination of this Agreement or any termination of the employment  relationship
created hereunder.

     8. GOVERNING LAW AND VENUE.  Arizona law shall govern the  construction and
enforcement  of this  Agreement,  and the  parties  agree  that  any  litigation
pertaining  to this  Agreement  shall be in courts  located in Maricopa  County,
Arizona.

     9.  CONSTRUCTION.  The language in all parts of this Agreement shall in all
cases be construed as a whole according to its fair meaning and not strictly for
or against any party. The section  headings  contained in this Agreement are for
reference  purposes  only  and  will  not  affect  in any  way  the  meaning  or
interpretation  of this Agreement.  All terms used in one number or gender shall
be  construed  to include any other number or gender as the context may require.
The parties  agree that each party has reviewed  this  Agreement and has had the
opportunity to have counsel review the same and that any rule of construction to

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the effect that  ambiguities are to be resolved against the drafting party shall
not apply in the interpretation of this Agreement or any amendment hereto.

     10.  NONDELAGABILITY  OF JEFFRIES' RIGHTS AND COMPANY'S  ASSIGNMENT RIGHTS.
The obligations,  rights and benefits of Jeffries hereunder are personal and may
not be delegated, assigned or transferred in any manner whatsoever, nor are such
obligations, rights or benefits subject to involuntary alienation, assignment or
transfer.  This Agreement shall be assigned  automatically to any entity merging
with or acquiring Company or its business.

     11.  SEVERABILITY.  In the event any term or provision of this Agreement is
declared by a court of competent jurisdiction to be invalid or unenforceable for
any reason, this Agreement shall remain in full force and effect, and either (a)
the invalid or  unenforceable  provision shall be modified to the minimum extent
necessary to make it valid and  enforceable or (b) if such a modification is not
possible,   this   Agreement   shall  be  interpreted  as  if  such  invalid  or
unenforceable provision were not a part hereof.

     12.  ATTORNEYS' FEES.  Except as otherwise  provided  herein,  in the event
either  party hereto  institutes  an action or other  proceeding  to enforce any
rights  arising out of this  Agreement,  the party  prevailing in such action or
other  proceeding  shall be paid all reasonable costs and attorneys' fees by the
non-prevailing  party, such fees to be set by the court and not by a jury and to
be included in any judgment entered in such proceeding.

     13.  NOTICES.  All notices  required  or  permitted  hereunder  shall be in
writing  and  shall be deemed  duly  given  upon  receipt  if either  personally
delivered,  sent by  certified  mail,  return  receipt  requested,  or sent by a
nationally-recognized  overnight  courier  service,  addressed to the parties as
follows:

          If to Company:             RainTree Healthcare Corporation
                                     15300 N. 90th Street
                                     Suite 100
                                     Scottsdale, Arizona 85260
                                     Attention: General Counsel

          If to Jeffries:            Michael A. Jeffries
                                     RainTree Healthcare Corporation
                                     15300 N. 90th Street
                                     Suite 100
                                     Scottsdale, Arizona 85260

or to such other  address as either party may provide to the other in accordance
with this Section.

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     14. ENTIRE  AGREEMENT.  This  Agreement  constitutes  the entire  agreement
between the parties with respect to the subject matter hereof and supersedes all
prior or  contemporaneous  understandings  or agreements in regard  thereto.  No
waiver of any rights under this  Agreement  shall be valid unless in writing and
signed by the party to be  charged  with such  waiver.  No waiver of any term or
condition  contained in this Agreement shall be deemed or construed as a further
or continuing  waiver of such term or condition  unless the waiver  specifically
provides otherwise.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

RAINTREE HEALTHCARE CORPORATION:            JEFFRIES:



                                            /s/ Michael A. Jeffries
                                            ------------------------------------
                                            Michael A. Jeffries
By:  /s/ Jim Fields
     ----------------------------------
     Jim Fields
     Executive Vice President and Chief
     Financial Officer