EXHIBIT 10.61

                              EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT  (hereinafter  referred to as the "Agreement") is made
as of the 7th day of April, 1998, in Lakewood,  Colorado, by and between CAPITAL
ASSOCIATES,  INC., a Delaware corporation and CAPITAL ASSOCIATES  INTERNATIONAL,
INC.,  a  Colorado  corporation  (hereinafter  collectively  referred  to as the
"Corporations"), and James D. Walker (hereinafter referred to as "Mr. Walker").

1.  EMPLOYMENT.  The Corporations hereby employ Mr. Walker and Mr. Walker hereby
accepts   employment  with  the  Corporations  upon  the  terms  and  conditions
hereinafter set forth.

2.  TERM.  Subject to the  provisions set forth  in SECTION 6 of this Agreement,
the original term of this Agreement shall commence on the 7th day of April, 1998
and  continue  to the  end of the  Corporations'  fiscal  year,  May  31,  2001,
Thereafter,  the Term of this  Agreement  shall  be  automatically  renewed  for
successive  one (1) year periods  unless prior written notice to the contrary is
given by the  Corporations  or Mr.  Walker to the other on or before  sixty (60)
days prior to the expiration of the original Term hereof or each such successive
one (1) year renewed Term(s), as the case may be.

3.  DUTIES.

    a.  OFFICES.  Mr. Walker is engaged as President and Chief Executive Officer
of the  Corporations,  which is in addition to his existing  offices as Director
and  Chairman  of the Board of the  Corporations,  with the  powers,  authority,
duties  and  responsibilities  specified  at any time and from time to time by a
majority  of the Board and as set forth in the Bylaws of the  Corporations.  Mr.
Walker also agrees to perform such other  executive  services as shall from time
to  time  be  reasonably  assigned  to him by the  Boards  of  Directors  of the
Corporations ("Boards").

    b.  EXTENT OF SERVICE. Mr. Walker shall diligently devote his business time,
attention and energies to the performance of his duties under this Agreement and
shall exert his best efforts in furtherance of the business of the Corporations;
provided,  however,  that it is hereby acknowledged by the Corporations that Mr.
Walker continues his employment with MCC Financial  Corporation  ("MCC"),  which
holds  approximately  57% of the common  stock of Capital  Associates,  Inc. Mr.
Walker will  continue to devote a portion of his business time toward his duties
and obligations at MCC. In the event any issues or actions occur that present an
apparent  conflict of interest  between the  Corporations  and MCC,  Mr.  Walker
hereby agrees to remove himself so as to permit others with no such  conflicting
relationship to resolve such issues or actions or, in the alternative, represent
only the Corporations in such matters.  Mr. Walker also agrees to exert his best
efforts to  preserve  for the benefit of the  Corporations  the good will of the
Corporations' clients and those who may have business relations with it.


                                        1

<PAGE>




4.  COMPENSATION.

    a.  BASE SALARY DURING EMPLOYMENT.  Commencing  on the Effective  Date,  Mr.
Walker's  base salary  shall be $  325,000.00  per year on an  annualized  basis
("Base  Salary"),  subject  to  increase  at any  time  during  the Term of this
Agreement  by the  Compensation  Committee  of  the  Boards  (the  "Compensation
Committee"),  in its sole and absolute  discretion.  In  determining  whether an
increase in the Base Salary is  appropriate  at any time during the Term of this
Agreement,  the Compensation  Committee shall consider,  among other things, (a)
profitability of the Corporations,  (b) the market value of Capital  Associates,
Inc. common stock as reflected from time to time on the NASDAQ NMS, and (c) such
other factors as the Compensation  Committee deems appropriate,  in its sole and
absolute  discretion.  Base  Salary  shall be  payable  in  accordance  with the
Corporations' prevailing payroll policies.

    b.  INCENTIVE COMPENSATION.  In  addition,  to compensate Mr. Walker for his
contributions  to the overall success of the  Corporations as reflected in their
earnings  and in  enhanced  value to  stockholders,  and to the extent  that the
Corporations  reach  the  goals  in the  Business  Plan for  each  fiscal  year,
incentive  compensation  will be in such  form and  amount  as the  Compensation
Committee of the Board shall determine, in its sole discretion.  For each of the
fiscal years covered by the Term of this Agreement,  Mr. Walker will be entitled
to receive a bonus payment of 4% (the "Base  Incentive  Payment  Percentage") of
the  Corporations's  pre-tax  earnings  for each such  fiscal  year  (the  "Base
Incentive  Payment").  The Base Incentive  Payment will be adjusted either up or
down by adjusting the Base  Incentive  Payment  Percentage in an amount equal to
the percentage change in the average closing price of the  Corporations's  stock
for the last four months of the  applicable  fiscal year as compared to the same
period in the prior fiscal year; provided,  however,  that in no event shall the
Base Incentive  Payment  Percentage be adjusted lower than 3% or higher than 6%.
The timing of the  payment of the Base  Incentive  Payment  shall be the same as
similar  payments  made  to  other  employees  of  the  Corporations.   For  the
Corporations'  fiscal year ending May 31, 1998, the Base Incentive Payment shall
be  pro-rated  to cover the  portion of the  fiscal  year Mr.  Walker  serves as
President and Chief Executive Officer, April 7, 1998 through May 31, 1998.

    c.  STOCK OPTION.  Pursuant to a stock option agreement in the form attached
as EXHIBIT A to this Agreement and  incorporated  herein by this reference,  Mr.
Walker  will  be  granted,  on  and  as of  the  commencement  of  each  of  the
Corporations fiscal years during the Term hereof, an option (the "Stock Option")
under the  Corporations  1996 Stock Option Plan, to purchase up to 10,000 shares
of  common  stock of the  Capital  Associates,  Inc.  ("Stock"),  the  terms and
conditions  of which are set forth in the Stock  Option  Agreement  attached  as
EXHIBIT A hereto.  This Stock Option  commitment on the part of the Corporations
will not be in lieu or preclude any other grants the  Corporations may decide to
provide Mr. Walker.

    d.  DIRECTORS FEES.  Mr. Walker, as Chairman of the Board,  will continue to
receive  Directors  Fees  under and  pursuant  to the  current  policies  of the
Corporations for Director's compensation.


                                        2

<PAGE>




    e.  OTHER BENEFITS  DURING  EMPLOYMENT.  Mr. Walker will continue to look to
and  participate  in MCC's  SEP/IRA  plans and  employee  benefit  programs  for
insurance (life, medical,  dental,  prescriptions,  disability , etc.) which are
offered to the employees of MCC. All of the benefits  described in the preceding
sentence shall be in accordance with current personnel policy.

    f.  EXPENSES.  Mr.  Walker is authorized  to incur  reasonable  expenses for
promoting  the  business  of the  Corporations,  including  expenses  for meals,
travel, and other similar items. The Corporations shall reimburse the Mr. Walker
for all such  expenses upon the  presentation  by the Mr.  Walker,  from time to
time, of an itemized accounting for such expenditures.

    g.  SEVERANCE.  Upon  termination  of his  employment with the Corporations,
Mr. Walker may be entitled to the severance benefits in accordance with  SECTION
6.c., below.

    h.  PERSONAL TIME.  Mr. Walker shall be entitled to take two hundred sixteen
(216) hours of paid  personal  time per year;  provided,  however,  that the Mr.
Walker  shall not take more than two (2)  consecutive  weeks of  personal  time,
unless due to illness, in any single instance.

5.  O&D  INSURANCE AND INDEMNIFICATION.  Mr. Walker will be entitled to the same
officer and director liability  insurance and  indemnification as other officers
and directors of the  Corporations for any period during which Mr. Walker served
or  serves in such  capacities.  The  Corporations  hereby  agree to  indemnify,
protect,  defend and hold Mr. Walker harmless to the fullest extent permitted by
the Delaware and Colorado General Corporation Laws, as the same now exist or may
hereafter  be  amended,  with  regard to the  performance  of his  duties to the
Corporations as Director,  Chairman of the Board,  President and Chief Executive
Officer.

6.  TERMINATION.

    a.  DISABILITY.  In the  event that during the term of this  Agreement,  Mr.
Walker  shall  become  disabled  by accident or by illness so as to be unable to
perform the duties  required  of him/her  under this  Agreement  for a period of
ninety (90) consecutive  days, then the  Corporations  may, at the expiration of
such  ninety  (90)  day  period,  suspend  the  Mr.  Walker's  services  and the
Corporations'  obligation  and duties under this  Agreement  for the  continuing
period of his disability by notice to him in writing and, if the Mr. Walker does
not resume the duties required of him/her within ninety (90) days of the date he
first became so disabled,  this  Agreement  and all of the rights,  duties,  and
obligations  hereunder shall terminate except that the  restrictions  imposed on
Mr.  Walker  as set  forth  in  SECTION  7 of this  Agreement  and the  remedies
available  to the  Corporations  as set forth in such  Sections  shall remain in
effect.

    b.  "For   Cause"   Termination.    Anything   herein    to   the   contrary
notwithstanding,  upon the  happening of any one of the  following  events,  the
Corporations may terminate this Agreement by giving Mr. Walker written notice of

                                        3

<PAGE>



of such termination: (i) an act or omission of Mr. Walker constituting Cause (as
defined  below);  or (ii) a violation by Mr. Walker of any of the  provisions of
SECTION 7. hereof.  For the purpose of clause (i) of this SECTION 6.b.,  "Cause"
shall mean (A)  conviction  in a court of law of any crime or offense  involving
money or other property of the Corporations or any of its affiliates, or (B) the
determination  by the  Corporations,  acting in good faith,  that Mr. Walker has
knowingly  and willfully  committed an offense  described in clause (A) above or
committed  an act of fraud  with  respect  to money  or  other  property  of the
Corporations or an affiliate of the Corporations.  Termination  pursuant to this
SECTION 6.b.  shall be effective  five (5) days after the date of such notice or
as otherwise provided therein.

The Corporations' right of termination pursuant to this SECTION 6.b. shall be in
addition to the rights and remedies  available to the  Corporations at law or in
equity and such rights and remedies shall survive termination of this Agreement.

In the event of termination of this Agreement pursuant to this SECTION 6.b., Mr.
Walker shall have no right to receive any compensation for any period subsequent
to the date of such  termination,  except  for any  pro-rated  or other  amounts
earned prior to such termination.

    c.  TERMINATION OTHER THAN "FOR CAUSE."  In the event of termination of this
Agreement  for any reason other than as set forth in SECTION  6.b.,  Mr.  Walker
shall be  entitled to receive the greater of (i) three (3) times the annual Base
Salary,  or (ii)  the  Base  Salary  for the  remainder  of the  Term,  plus the
pro-rated amount of the Incentive Compensation for the fiscal year in which such
termination occurs.

A "Change  of  Control"  of the  Corporations  (as  defined  in the  immediately
following paragraph) shall be deemed a termination of Mr. Walker other than "for
cause" for purposes of determining Mr. Walker's  payment under SECTION 6.c., and
Mr. Walker's Stock Options shall  immediately  vest upon such Change of Control.
However,  Mr.  Walker  may choose not to  exercise  his Stock  Option in full in
connection   with  the  Change  of  Control,   if  the   Surviving   Corporation
issues/grants  replacement  stock  options  to  acquire  shares  of stock of the
Surviving  Corporation to Walker,  having comparable value and substantially the
same terms as Mr. Walker's Stock Option.

A "Change of Control"  shall be deemed to occur upon the happening of any of the
following events:  (i) the Board adopts a resolution to the effect that a change
of control has  occurred or is  anticipated  to occur and such change of control
does in fact occur;  (ii) any change of control of the  Corporations of a nature
that is required to be reported on Form 8-K under the Securities Exchange Act of
1934, as amended (the "Exchange Act"); (iii) individuals who then constitute the
Board of the Capital  Associates,  Inc.  cease for any reason to  constitute  at
least a majority thereof unless the election, or the nomination for election, of
each  new  director  was  approved  by a vote  of at  least  two-thirds  of such
directors on the Board prior to such election or  nomination;  (iv) the approval


                                        4

<PAGE>



by  the  stockholders  of  the  Capital  Associates,   Inc.  of  any  merger  or
consolidation of Capital  Associates,  Inc. with any other corporation or entity
or the sale or other  disposition of all or substantially  all the assets of the
Corporations to any other person,  corporation or entity (such other corporation
or entity in the case of a merger, consolidation or sale of all or substantially
all of the assets of the Corporations being referred to herein as the "Surviving
Corporation"),  and (v) any person  (within the meaning of Section  13(d) of the
Exchange  Act),  other than MCC,  becomes  the  beneficial  owner  (directly  or
indirectly) of securities of the  Corporations  representing  50% or more of the
combined voting power of the Corporations's then outstanding securities entitled
to vote generally in the election of directors.

    d.  VOLUNTARY TERMINATION BY MR. WALKER. In the event Mr. Walker voluntarily
terminates  his  employment  with  the  Corporations  during  the  Term  of this
Agreement, Mr. Walker shall receive no severance payments.

    e.  EXPENSE  REIMBURSEMENT.   In   the  event  Mr.  Walker's  employment  is
terminated (without regard to the reason for such termination),  Mr. Walker will
be  reimbursed  for  reasonable  expenses,  including  travel and  entertainment
expenses, incurred by him on behalf of the Corporations while he was an employee
of the  Corporations  and for  which he  submits  to the  Corporations  properly
completed expense  report/reimbursement forms on or before the 15th business day
following his termination date.

    f.  OTHER  PAYMENTS.   In  the  event  Mr.   Walker  is  terminated  by  the
Corporations  other than "for cause" (or is treated as if terminated  other than
"for cause")  during the Term of this  Agreement,  Mr.  Walker shall receive the
following  termination  benefits  from  the  Corporations,  in  addition  to the
termination payments referenced in SECTION 2, above:

    (i) The Corporations  agree to pay to MCC all costs necessary to maintain in
    full force and effect the SEP/IRA  plans and all  medical,  health and other
    similar  insurance on behalf of Mr. Walker and his immediate  family, on the
    terms and  conditions in effect for Mr. Walker on the  Termination  Date for
    the period for which Mr. Walker receives  severance payments as set forth in
    SECTION 6. c., above and COBRA benefits  thereafter  commencing on the first
    anniversary date of his termination date.

    (ii)  The  Corporations  will pay to Mr.  Walker  his  share of any  bonuses
    declared by the  Compensation  Committee,  prorated based upon the aggregate
    dollar amounts of the bonus and Mr.  Walker's  employment for the portion of
    the year prior to his termination date; provided,  however,  that Mr. Walker
    acknowledges  that nothing  contained herein shall obligate the Compensation
    Committee  to  declare  any such bonus or give Mr.  Walker a legal  right to
    enforce the declaration of such bonus.

7.  NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION.  Except as set forth
below,  Mr. Walker agrees that all  Confidential  Information (as defined below)
and all physical  embodiments thereof are confidential to the Corporations.  Mr.
Walker  agrees  that he will  not at any  time,  directly  or  indirectly,  use,


                                        5

<PAGE>



disclose or make  available  to any person,  concern or entity any  Confidential
Information, except with the prior written consent of the Corporations or as may
be required by law.

"Confidential  Information" shall be broadly defined to include any and all data
and information relating to the business of the Corporations,  including without
limitation:  (i)  information  and  material  relating  to lessee  and  investor
relations;   (ii)  lease  and  financing  documentation;   (iii)  financial  and
accounting  affairs of the Corporations;  (iv) business  agreements with vendors
and lenders; (v) pricing information;  (vi) customer lists; (vii) business plans
and strategies;  (viii) any and all information  relating to present or proposed
Corporations' debt or equity products;  (ix) marketing plans and data; (x) trade
secrets;  and (xi) any other information that Mr. Walker knows or should know is
treated as confidential by the Corporations.  "Confidential  Information"  shall
not include any data or information that has been  voluntarily  disclosed to the
public by the  Corporations or that otherwise enters the public domain by lawful
means.

8.  AGREEMENT  NOT TO SOLICIT  EMPLOYEES OR  OTHERS.  Mr.  Walker  agrees  that,
through and including the third annual  anniversary of his Termination  Date, he
will not, directly or indirectly,  (i) solicit,  induce,  interfere with or hire
away, or assist any third party in soliciting,  diverting,  interfering  with or
hiring away any part-time or full-time employee of the Corporations,  whether or
not such employment is pursuant to a written agreement,  is for a specified term
or is "at will," (ii) induce or attempt to induce any  customer,  to cease doing
business with the  Corporations,  or in any way interfere with the  relationship
between any such party and the Corporations, and (iii) retain as an employee any
former  part-time or full-time  employee of the  Corporations  within six months
following such employee's termination of employment with the Corporations.

9.  AGREEMENT  INCLUSIVE.  This  Agreement  supersedes  any and all  consulting,
employment or other  agreements,  whether written or oral by and between the Mr.
Walker and the  Corporations  and any and all such prior  Agreements  are hereby
canceled effective as at the date of this Agreement.

10. BENEFIT.  This  Agreement  shall inure to the benefit of and be binding upon
the Corporations, its successors and assigns, including, but not limited to, (i)
any  corporation(s)  which may acquire all or substantially all of Corporations'
assets and business, (ii) any corporation(s) with or into which the Corporations
may be consolidated or merged;  (iii) any  corporation(s)  that is the successor
corporation(s)  in a share  exchange,  and Mr.  Walker's  heirs,  guardians  and
personal and legal  representatives.  Mr. Walker may assign any of his financial
or monetary  rights under this  Agreement to an immediate  family  member (i.e.,
wife or  children).  Mr.  Walker may not  assign  any of his  rights  under this
Agreement to anyone other than a family member or any of his  obligations  under
this Agreement, without the prior written consent of the Board. The Corporations
may not assign any of its rights or obligations under this Agreement without the
prior written consent of Mr. Walker.


                                        6

<PAGE>



11. REMEDIES.  The Corporations and Mr. Walker will be entitled to enforce their
respective  rights  under this  Agreement,  specifically  to recover  damages by
reason of any breach of any  provision  of this  Agreement  and to exercise  all
other  rights to which they may be entitled.  The  Corporations  and Mr.  Walker
agree that  monetary  damages  may not be an  adequate  remedy for breach of the
provisions  of this  Agreement  and that  either  of them  may,  in  their  sole
discretion, apply to any court for specific performance and/or injunctive relief
in order to enforce or prevent violations of this Agreement.

12. MODIFICATION  AND WAIVER.  No supplement,  modification or amendment of this
Agreement  shall be binding  unless  executed  in writing by both of the parties
hereto.  No waiver of any of the provisions of this Agreement shall be deemed or
shall  constitute  a waiver  of any  other  provisions  hereof  (whether  or not
similar) nor shall such waiver constitute a continuing waiver.

13. GOVERNING LAW.  This  Agreement  shall be  governed by and  construed in all
respects in accordance with the laws of the State of Colorado.

14. ENTIRE  AGREEMENT.  This  Agreement  contains  the  entire  agreement of the
parties, and may be amended,  waived, changed,  modified,  extended or rescinded
only by a writing signed by the party against whom any such  amendment,  waiver,
change, modification, extension or rescission is sought.

15. NOTICES.  All notices and  communications  hereunder shall be in writing and
shall be deemed  given upon  personal  delivery or three (3) days after  deposit
with the U. S. Postal Service, postage prepaid, by registered or certified mail,
return  receipt  requested,  and, if  intended  for the  Corporations,  shall be
addressed to the attention of the Legal Department, Capital Associates, Inc., at
7175 West Jefferson  Avenue - Suite 4000,  Lakewood,  Colorado 80235, or at such
other  address of which the  Corporations  shall  have  given  notice to the Mr.
Walker in the manner herein provided,  and if intended for the Mr. Walker, shall
be addressed to him at 7175 West Jefferson Avenue Suite 4000, Lakewood, Colorado
80235 or at such other  address of which the Mr.  Walker shall have given notice
to the Corporations in the manner herein provided.

16. SEVERABILITY.  If  any  provision or  provisions of this  Agreement shall be
held to be invalid,  illegal or unenforceable  for any reason whatsoever (a) the
validity,  legality  and  enforceability  of the  remaining  provisions  of this
Agreement  (including,  without limitation,  each portion of any section of this
Agreement  containing  any  such  provision  held  to  be  invalid,  illegal  or
unenforceable,  that is not itself invalid,  illegal or unenforceable) shall not
in any way be  affected  or  impaired  thereby,  and (b) to the  fullest  extent
possible, the provisions of this Agreement (including,  without limitation, each
portion of any section of this  Agreement  containing any such provision held to
be invalid,  illegal or  unenforceable,  that is not itself invalid,  illegal or
unenforceable)  shall be construed so as to give effect to the intent manifested
thereby.


                                        7

<PAGE>



17. COUNTERPARTS.  This  Agreement may be executed in one or more  counterparts,
each of which  shall for all  purposes  be deemed to be an  original  and all of
which  together  shall  constitute  one and the  same  Agreement.  Only one such
counterpart  signed by the party against whom  enforceability is sought needs to
be produced to evidence the existence of this Agreement.

IN WITNESS WHEREOF, the parties hereto have set their hands as of the date first
above written.

"CORPORATIONS"

Capital Associates, Inc.,
     a Delaware corporation

By:    /s/Anthony M. DiPaolo
       ----------------------------
Name:  Anthony M. DiPaolo
       ----------------------------
Its:      Senior Vice President
       ----------------------------

Capital Associates International, Inc.,
     a Colorado corporation

By:    /s/Anthony M. DiPaolo
       ----------------------------
Name:  Anthony M. DiPaolo
       ----------------------------
Its:      Senior Vice President
       ----------------------------

"MR. WALKER"

       /s/James D. Walker
       ----------------------------
            James D. Walker

The foregoing  agreement and been reviewed and approved by the Special Committee
of Non-Employee Directors of the Corporations this 12th day of May, 1998


/s/James D. Edwards
---------------------------
James D. Edwards, Chairman


                                        8

<PAGE>



                                    EXHIBIT A
                                       TO
                              EMPLOYMENT AGREEMENT
                            DATED AS OF APRIL 7, 1998
                                 BY AND BETWEEN
                            CAPITAL ASSOCIATES, INC.
                                       AND
           CAPITAL ASSOCIATES INTERNATIONAL, INC. (THE "CORPORATIONS")
                                       AND
                         JAMES D. WALKER ("MR. WALKER")

                                 STOCK OPTIONS.

During the term of this Agreement, Mr. walker shall be entitled to the following
stock option grants under the 1996 Stock Option Plan of Capital Associates, Inc.
or any replacements or substitutions  thereof (the "Plan").  The Plan is for the
benefit of the Employees of the  Corporations and due to the special capacity of
Mr. Walker in and to the Corporations and to make Mr. Walker's  transition to an
employee of the  Corporations  equitable,  the following  grants and vesting are
hereby agreed to by the Corporations:

1.  AUTOMATIC  ANNUAL  OPTION  GRANTS.   During  the  term  of  this  Agreement,
Mr.  Walker,  who is  serving  as a  member  of the  Board of  Directors  of the
Corporations  (the "Board") shall  automatically  be granted on the first day of
each of the Corporations' fiscal years (the "Grant Date"), an option to purchase
5,000 Shares of the common stock of Capital  Associates,  Inc.,  par value $.008
per share.

2.  EXECUTIVE COMMITTEE ANNUAL OPTION GRANTS.  In addition,  Mr. Walker,  who is
serving as member of the Executive  Committee shall  automatically be granted on
each Grant Date an additional option to purchase 5,000 Shares.

3.  VESTING.  No portion of any option  granted under the Plan during any fiscal
year of the  Corporations  shall be  exercisable  and vest, in whole or in part,
prior to the close of business on the last day of such fiscal year.

4.  INCORPORATION  OF THE PLAN.  All others  terms, conditions and provisions of
the Plan are hereby incorporated by this reference.