EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT

         AGREEMENT  dated as of September  8, 1997,  between  UNISON  HEALTHCARE
CORPORATION,   a  Delaware  corporation  ("Unison"),  and  MICHAEL  A.  JEFFRIES
("Jeffries").

         Unison wishes to employ  Jeffries and Jeffries wishes to be employed by
Unison,  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.  Unison  hereby  employs  Jeffries  as its
President  and  Chief  Executive  Officer,  and  Jeffries  hereby  accepts  such
employment.  In addition Unison shall, at the next regular or special meeting of
its Board of Directors (the "Board") held after the date hereof,  cause Jeffries
to be  elected  a Class II  director  with a term  expiring  in 1999 to fill the
vacancy created by the resignation of Jerry M. Walker from the Board.  Jeffries,
who shall devote all his business  time and attention to the business of Unison,
shall have general  responsibility  for the  management of Unison subject to the
direction and control of the Board.

         2. TERM. The term of this  Agreement  shall commence on the date hereof
and continue until August 31, 2000.

         3. COMPENSATION.  (a) Base Salary.  Unison shall pay Jeffries a salary,
before  deducting all applicable  withholdings,  at the annual rate of $315,000,
payable in accordance with Unison's  standard  executive  payroll policies as in
effect from time to time. Unison shall consider  increases in the annual rate of
such salary to be effective on September 1 of each year commencing  September 1,
1998.

         (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 will 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, 1998, for which Unison achieves net income

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before income taxes of at least 90% of budgeted net income before taxes for such
fiscal year.  Such bonus shall be in an amount,  expressed  as a  percentage  of
Jeffries' then annual base salary, equal to:

      50% if net income before income taxes is greater than 100% of budget

      40% if net income before income taxes is greater than or equal to 95%
      but less than or equal to 100% of budget

      30% if net income before income taxes is greater than or equal to 90%
      but 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 Unison's annual report on Form 10-K for such year.

         (c) Stock  Options.  Jeffries  shall be granted  as of the date  hereof
options to acquire  320,000 shares of the Common Stock of Unison.  Such options,
which shall be in addition to and not in lieu of any options as would  otherwise
be granted to Jeffries  under any  compensation  program  referred to in Section
3(b), shall vest as follows:

            128,000 shares       September 7, 1998
             96,000 shares       September 7, 1999
             96,000 shares       September 7, 2000

or, if  earlier,  on the date of any  Change of Control  (as  defined in Section
6(b))  occurring  after the first year of the term hereof and shall otherwise be
subject to Unison's  standard terms of grant;  provided,  however,  that if such
Change of Control should occur after the first year of the term hereof but prior
to  September  7,  1999,  only  160,000 of such  shares  shall be deemed to have
vested; and provided,  further, however, that nothing in this Section 3(c) shall
be deemed to extend the term of this Agreement as provided in Section 2.

         4A. EXPENSES. (a) INTERIM LIVING EXPENSES. Unison acknowledges that for
a period  commencing on the date hereof and  continuing  until  Jeffries and his
family occupy their new home in the  Scottsdale,  Arizona,  area,  but not later
than November 30, 1997 (the "Interim Period"),  they will be occupying temporary
quarters in the Scottsdale  area while listing their two homes in New Mexico for
sale. Accordingly, Jeffries shall be entitled to be reimbursed by Unison for all

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reasonable expenses incurred by him during the Interim Period in connection with
his family's occupancy of the temporary quarters.

         (b)  MOVING   EXPENSES.   Unison  shall,   upon  receipt  of  customary
documentation,   reimburse  Jeffries  for  the  reasonable  costs  of  Jeffries'
relocation  of his principal  residence to the  Scottsdale  area,  provided such
relocation occurs no later than the end of the interim period.  Such costs shall
include (i) brokerage and closing costs,  for example,  escrow charges and title
insurance  premium,  payable by Jeffries in connection  with the sale of his New
Mexico residences,  (ii) moving company charges and (iii) applicable federal and
state income taxes for which he becomes liable as a result of  reimbursement  of
the items referred to in clause (i) above and by operation of this clause (iii).

         Jeffries  shall,  if he should  voluntarily  terminate  his  employment
hereunder,  remit to Unison, in cash,  within 30 days of termination,  an amount
equal to (x) 100% of the  amount  reimbursed  by  Unison  pursuant  to the first
paragraph of this Section 4A(b) if such termination  occurs in the first year of
the term hereof or (y) 50% of such reimbursed amount if such termination  occurs
in the second year of the term hereof.

         (c) OTHER  REIMBURSABLE  EXPENSES.  Unison 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 Unison's expense  reimbursement  policies as in effect
from time to time.

         4B.  BENEFITS.  Unison shall provide  Jeffries and his dependents  with
health,  medical and life insurance,  and make payments for Jeffries' account to
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 Unison's  vacation policy as in effect from time to time and to
such paid holidays as Unison 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 Unison should terminate for unutilized
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

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Section 6(a) or Section 6(b). Jeffries may terminate his employment hereunder at
any time effective upon Unison's  receipt of at least 30 days' advance notice to
such effect.

         (a) FOR  CAUSE.  Unison 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.  Cause
shall include material neglect of duties,  willful failure to abide by legal and
ethical  instructions  or  policies  from or set in  good  faith  by the  Board,
commission of a felony or serious misdemeanor offense or pleading guilty or NOLO
CONTENDERE to same,  the commission by Jeffries of an act of dishonesty or moral
turpitude  involving Unison,  Jeffries' breach of this Agreement in any material
respect,  the filing of bankruptcy  proceedings by or against Jeffries or breach
by Jeffries of any other material obligation to Unison.

         (b) WITHOUT  CAUSE.  Unison 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), Unison shall pay to Jeffries:
(i) forthwith, the base salary due him through the date of termination,  (ii) in
equal semimonthly  installments over the following six or 12 months, as the case
may be, an amount equal to his then base salary for six months,  if  termination
occurs  within the first year of the term hereof,  or one year,  if  termination
occurs  after  the  first  year of the term  hereof,  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.

         The  provisions  of this  Section  6(b) shall  also apply if  Jeffries'
employment with Unison is terminated,  for any reason or for no reason,  after a
Change in Control. The provisions of this Section 6(b) shall not apply, however,
if,  absent a Change of Control,  Jeffries  elects to terminate  his  employment
hereunder as  contemplated  by the second sentence of Section 6 or should die or
become disabled.

         A Change of Control shall be deemed to have occurred if (i) a merger or
consolidation of Unison with any other corporation  results in effective control
of Unison becoming vested in a corporation which is not under the control of

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Unison's Board as constituted  immediately prior to effectiveness of such merger
or consolidation,  (ii) a complete or partial liquidation of Unison is completed
or (iii) all or  substantially  all of  Unison's  assets  are sold or  otherwise
disposed of and (iv) for purposes only of the provisions of Section 3(b) dealing
with  accelerated  vesting of stock options,  Jeffries is not offered  continued
employment   in  a   senior   executive   capacity   with   equivalent   duties,
responsibilities and authority.

         (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,  Unison  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 Unison or designated as  confidential  information  by
Unison and not generally known by non-Unison personnel,  which Jeffries develops
or to which  Jeffries  obtains  knowledge or access to through or as a result of
Jeffries's   relationship   with  Unison   (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
of information and other information of a similar nature (whether or not reduced
to  writing)  related to  Unison's  business:  discoveries,  inventions,  ideas,
concepts, research, development, processes, procedures, "know-how", formulae,

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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  Unison  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 Unison in  Jeffries'  possession,
whether or not in the possession or within the knowledge of Unison.

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

         (3) That while employed by Unison 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 Unison.

         (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
Unison which relates directly or indirectly to Unison's current or planned lines
of business and is made through the use of any of the  Confidential  Information
of Unison or any of Unison's  equipment,  facilities,  trade secrets or time, or
which  results  from any work  performed  by Jeffries  for Unison,  shall belong
exclusively to Unison and shall be deemed a part of the Confidential Information
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for purposes of this Agreement.  Jeffries hereby assigns and agrees to assign to
Unison 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 Unison (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
Unison to obtain patents or copyrights or to otherwise protect or vest in Unison
the entire right and title in and to the Confidential Information.

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

         (d)  PART  OF  CONSIDERATION.   Jeffries  also  agrees,   acknowledges,
convenants,  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 Unison  entering  into this  Agreement  and that
Unison  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

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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
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 UNISON'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 Unison 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.
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         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 Unison:     Unison HealthCare Corporation
                          8800 N. Gainey Center Drive
                          Suite 245
                          Scottsdale, Arizona 85258
                          Attention: General Counsel

        If to Jeffries:   Michael A. Jeffries
                          Unison HealthCare Corporation
                          8800 N. Gainey Center Drive
                          Suite 245
                          Scottsdale, Arizona 85258

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

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


UNISON:                                     JEFFRIES:

UNISON HEALTHCARE CORPORATION              /s/ MICHAEL A. JEFFRIES
                                           ------------------------------
                                               Michael A. Jeffries
By: /s/ DAVID A. KREMSER
    ------------------------------
        David A. Kremser
        Chairman of the Executive
        Committee