Exhibit 10.51e

                      EMPLOYMENT AGREEMENT


    The Employment Agreement ("Agreement"),  dated as of January 1,
1998, is  made  by  and  between  Maxicare  Health  Plans,  Inc., a
Delaware  corporation  (the  "Company"),   and  Robert  Landis,  an
individual ("Employee").

                            RECITALS

    This Agreement is made in consideration of Employee's desire to
enter the employ or continue in  the employ of the Company, and the
Company desires that employee be so employed.              1.Defini
tions.   As used in this Agreement, the following capitalized terms
shall  have  the  following  meanings,  unless  otherwise expressly
provided or unless the context otherwise requires:
             (a)    "Board  of  Directors"   means   the  Board  of
Directors of the Company.
             (b)    "Cause" means,  as  used  with  respect  to the
involuntary termination of Employee:
                    (i)     Any   breach   by   Employee   of  this
Agreement;
                    (ii)    The material  or  continuous failure of
Employee to perform his  job  duties to the Company's satisfaction,
whether by reason of his inability, refusal or otherwise;
             (iii)  Employee's  willfully   causing   the  Company,
whether by action or inaction, to violate any state or federal law,
rule or regulation;
                    (iv)    The engaging by  Employee in misconduct
or inaction detrimental  to  the  Company's  business or reputation
and/or which  exposes  the  Company  to  liability  based  upon the
inaction or action(s) of Employee;
             (v)    The conviction of Employee for a felony or of a
crime involving moral turpitude;
             (vi) Any  act  of  dishonesty, misconduct, disloyalty,
fraud,   insubordination   or   misappropriation   of  confidential
information  in  connection  with  Employee's  employment  with the
Company or the satisfaction of his obligations hereunder; or
             (vii)  Any  breach  or   violation  of  the  Company's
Policies and Procedures Manual (the "Policies Manual") as in effect
from time to time which  would  warrant termination pursuant to the
terms of such Policies Manual.
        (c)  "Incapacity" means the  absence  of  the Employee from
his  employment  or  the  inability  of  Employee  to  perform  his
essential job duties with  reasonable accommodations on a full-time
basis by  reason  of  mental  or  physical  illness,  disability or
incapacity for a period of thirty (30) consecutive days.

    2.  Employment, Services  and  Duties.      The  Company hereby
employs Employee as  Treasurer,  or  such  title designation as the
Company, acting through the  Company's Chief Executive Officer (the
"CEO") may from time to time direct.  Employee shall report to and
<PAGE>

be supervised by  the  CEO  or  such  other  person  as the CEO may
designate  (the  "Supervisor")  and  shall  have  such  duties  and
responsibilities as the Supervisor may designate.

    3.  Acceptance  of  Employment.       Employee  hereby  accepts
employment and agrees to  devote  his  full time with the Company's
business and shall  not  be  involved  in any activities whatsoever
which interfere with Employee's:  (1)  employment with the Company;
(2) satisfaction of Employee's obligations on behalf of the Company
pursuant to the  terms  of  this  Agreement;  or  (3) activities on
behalf of the Company  in  the  discharge  of his duties during the
Company's business hours.

        4.   Obligation to Other  Employers.    Employee represents
that his employment with  the  Company  does  not conflict with any
obligations he may have with  former employers or any other persons
or entities.   Employee  specifically  represents  that  he has not
brought to the Company  (and  will  not  bring  to the Company) any
materials or documents of  a  former  employer, or any confidential
information or property of a former employer.

        5.   Compensation.   As compensation for all services to be
rendered by Employee hereunder, the Company shall pay to Employee a
base salary  at  the  rate  of  $175,000.00  per  annum  (the "Base
Salary"), with  such increases  and/or bonuses as may be determined
from time to  time  by  the  CEO  in  his  sole  discretion and, if
applicable, subject to  the  approval  of  the  Board of Directors.
Said Base Salary shall be  payable  in bi-weekly installments or in
such other installments as the  Company  may  from time to time pay
other similarly situated employees.

    6.  Benefits.   In addition to the compensation provided for in
Section 5 of  this  Agreement,  Employee  shall  have  the right to
participate  in  any  profit-sharing,  pension,  life,  health  and
accident insurance, or other employee benefits presently adopted or
which  hereafter  may  be  adopted  by  the  Company  in  a  manner
comparable to those offered or  available to other employees of the
Company who are similarly situated where such plans or programs are
available to  all  such  similarly  situated  employees pursuant to
their terms.   Nothing  contained  herein,  shall  require that the
Company's  Board  of   Directors   designate   the  Employee  as  a
participant in any new plan or program where the Board, in its sole
discretion, chooses to designate participants or qualifications for
any new or additional  program.    Except  as  set forth above, the
Company reserves  the  right  to  add,  terminate  and/or amend any
existing plans, policies,  programs  and/or arrangements during the
term of  this  Agreement  without  any  obligation  to the Employee
hereunder.

        Employee shall also be entitled  to twenty (20) days annual
vacation time, during which time  his  compensation will be paid in
full.  Unused vacation days at the  end of any pay period(s) may be
carried  over  to  subsequent  pay  period(s),  provided  that  the
cumulative number of vacation days accruing from and after the date
of this Agreement carried over into any subsequent pay period shall
<PAGE>

not exceed twenty (20) days.   Employee shall not accrue additional
vacation days  during  any  pay  period  once  the  total number of
accumulated vacation days equals twenty  (20) days.  Employee shall
under no circumstances be  entitled  to  cash  in lieu of vacations
days, except in the  event  of Employee's termination of employment
with the Company.

        7.   Expenses.   The  Company  shall reimburse Employee for
all reasonable  travel,  hotel,  entertainment  and  other expenses
incurred  by  Employee  in   the  discharge  of  Employee's  duties
hereunder, in accordance with  Company  policy regarding same, only
after  receipt  from  Employee   of  vouchers,  receipts  or  other
reasonable  substantiation  of  such  expenses  acceptable  to  the
Company.

        8.   Term of Employment.    The  term of this Agreement and
Employee's employment shall be  for  a  period  of one (1) year(s),
commencing as of  the  date  of  this  Agreement and terminating on
December 31, 1998 (the "Expiration Date") unless otherwise extended
or sooner terminated as provided for in this Agreement.  Employee's
employment  with  the  Company  pursuant  to  this  Agreement shall
terminate prior to the Expiration  Date  upon the occurrence of any
of the following events:
        (a)  The death of Employee;
        (b)         Employee voluntarily leaves  the  employ of the
Company;
        (c)         The Incapacity of Employee;
    (d)      The Company terminates this Agreement for Cause;
        (e)         The Company terminates  this  Agreement for any
reason other than set forth in  Sections 8(a), 8(c) or 8(d) hereof;
or
        (f)         The appointment of  a  trustee  for the Company
for the purpose of liquidating  and winding up the Company pursuant
to Chapter 7 of the Federal Bankruptcy Code.

    9.  Compensation  Upon  Termination.       In  the  event  this
Agreement is terminated pursuant  to  Section  8, the Company shall
pay to Employee his then  current Base Salary, prorated through the
Employee's  last  day   of   employment   with   the  Company  (the
"Termination Date") and  solely  those  additional bonuses that had
been declared or fully earned by Employee prior to such termination
("Earned Bonuses"), but had  not  yet  received Earned Bonuses, and
any accrued vacation  through  the  Termina  tion  Date pursuant to
Section 6 (the "Termination Pay").   Except as set forth below, all
employment  compensation  and  benefits   shall  cease  as  of  the
Termination Date.  In addition to the foregoing:
        (a)  In  the  event  that  such  termination  arises  under
Section  8(a),  Employee's  estate  shall  be  entitled  to receive
severance compensation  equal  to  such  amount  of Employee's then
current Base Salary as  would  have  been over an additional thirty
(30) day period;
        (b)         Employee  recognizes  that  this  Agreement and
Employee's employment with  the  Company  may  be terminated at any
time by the Company prior to the Expiration Date "without cause"
<PAGE>

and  nothing  contained  herein  shall  require  that  the  Company
continue  to  employ  the   Employee  until  the  Expiration  Date;
notwithstanding the foregoing, if  prior  to the Expiration Date of
this Agreement or  prior  to  its  termination pursuant to Sections
8(a) - 8(d) or 8(f)  hereof  or  this, this Agreement is terminated
pursuant to Section 8(e) above, the Employee shall: (y) receive the
greater of either: (i)  his  then  current  Base Salary through the
Expiration Date of  the  Agreement  or  (ii)  four  (4) months Base
Salary when  such  payments  would  have  otherwise  been  paid had
Employee's employment with  the  Company  continued (the "Severance
Salary"); and (z) be  entitled  to  continue to receive through the
Expiration Date  solely  the  health,  dental,  disability and life
insurance benefits that Employee  was receiving or participating in
pursuant to Section  6  immediately  prior  to such termination, as
though such termination had not occurred.  If the Company is unable
to continue such benefits,  the  Company  shall obtain or reimburse
Employee for all costs actually  incurred by the Employee to obtain
substantially equivalent benefits (the  "Severance Benefits").  The
Severance Benefits shall be provided  to  Employee as and when such
amounts or benefits  would  have  been  paid  to  Employee had such
termination not occurred  until  the  first  to  occur  of: (1) the
Expiration Date, (2) Employee's  Death,  or  (3) until such time as
Employee obtains other employment which offers any of such benefits
to its employees of  similar  stature  with  the  Employee.  In the
event any comparable benefit obtained  or available to the Employee
in his new employment  is  less  than such Severance Benefits being
provided pursuant to this Section  9,  the Company will provide for
or pay the  monetary  costs  of  obtaining such additional benefits
necessary to provide substantially  similar  overall benefits.  The
Severance  Salary  and  the   Severance  Benefits  are  hereinafter
collectively referred to as the "Severance Compensation".

THE SEVERANCE COMPENSATION IN THIS SUBSECTION 9(b) SHALL BE PAID OR
MADE AVAILABLE TO  EMPLOYEE  AS  LIQUIDATED  DAMAGES FOR ALL CLAIMS
EMPLOYEE WOULD HAVE WITH  RESPECT  TO:  (i) THE TERMINATION OF THIS
AGREEMENT OR  THE  TERMINATION  OF  EMPLOYEE'S  EMPLOYMENT UPON THE
EXPIRATION OF THIS AGREEMENT; (ii) ANY COMPENSATION OR BENEFITS DUE
EMPLOYEE FROM THE COMPANY PURSUANT  TO THIS AGREEMENT AND (iii) THE
INJURY TO EMPLOYEE'S REPUTATION AS  A  RESULT OF ANY TERMINATION OF
THIS AGREEMENT OR TERMINATION OF  EMPLOYMENT UPON THE EXPIRATION OF
THIS AGREEMENT.  IN CONNECTION THEREWITH, THE PARTIES AGREE THAT IT
WOULD BE IMPRACTICAL  AND  EXTREMELY  DIFFICULT  TO  FIX THE ACTUAL
AMOUNT OF SUCH DAMAGES AND CLAIMS DUE EMPLOYEE WITH RESPECT THERETO
AND THAT SUCH SEVERANCE  COMPENSATION  AND/OR TERMINATION PAY SHALL
CONSTITUTE A REALISTIC AND REASONABLE VALUATION OF THE DAMAGES WITH
RESPECT TO EMPLOYEE'S CLAIMS.

               __________                    ____________

        (c)  Except as otherwise  provided  in  Section 9(a) or (b)
above, all other compensation  and  benefits  enjoyed  by or due to
Employee as part of Employee's employment with Employer shall cease
as of the Termination Date; including but not limited to any rights
to office or parking space, vacation or sick pay, use of
<PAGE>

telephones,   Xeroxing   or    Facsimile   equipment,   secretarial
assistance, any  unpaid  bonus  (other  than  Earned  Bonuses), all
benefits and/or rights pursuant to Section 6 above and the right to
receive grants of any stock  options which have not previously been
granted  to  employee  or,  except  as  expressly  provided  in any
applicable stock option  agreement  or  plan,  vesting in any stock
options previously granted to Employee  which have not vested as of
the Termination Date.
        (d)  In the event Employee  does  not receive, on or before
the Expiration Date, an  offer  for  a new employment agreement but
nevertheless continues as  an  employee  of  the  Company after the
Expiration Date, Employee shall be  thereafter  deemed to be an "at
will employee" who may be  terminated  by  the Company at any time.
In the event Employee's  employment  with the Company is terminated
while Employee is an "at will employee", Employee shall be entitled
to only those severance benefits,  if  any, which are in accordance
with the Company's then  existing  Policies Manual or other written
personnel policies. Employee  acknowledges  and understands that in
such event, Employee will  no  longer  be entitled to the Severance
Compensation set forth herein.
        (e)         All payments of Severance Compensation shall be
made when such payments would have been made had this Agreement not
been terminated and  all  Severance  Benefits, Severance Salary and
Termination Pay shall  be  paid  or  provided  subject to the usual
withholdings, including state and federal taxes.

    10.      Covenant Not to Compete.
        (a)  Employee covenants and  agrees that, during Employee's
employment with the  Company  pursuant  to this Agreement, Employee
will not,  directly  or  indirectly,  own,  manage,  operate, join,
control or  become  employed  by,  or  render  any  services of any
advisory nature  or  otherwise,  or  participate  in the ownership,
management, operation or  control  of,  any business which competes
with the business of the Company or any of its affiliates.
        (b)  Notwithstanding the foregoing,  Employee  shall not be
prevented from investing his assets in  such form or manner as will
not require any services on  the  part of Employee in the operation
of the affairs of a company in which investments are made, provided
such company  is  not  engaged  in  a  business  competitive to the
Company, or if it is in  competition with the Company, provided its
stock is publicly traded  and  Employee  owns less than one percent
(1%) of the outstanding stock of that company.

        11.  Confidentiality.   Employee  covenants and agrees that
he will not at  any  time  during  or  after the termination of his
employment by the  Company  reveal,  divulge  or  make known to any
person, firm or corporation any information, knowledge or data of a
proprietary nature relating to the  business  of the Company or any
of its affiliates which is not or has not become generally known or
public.  Employee  shall  hold,  in  a  fiduciary capacity, for the
benefit of the Company,  all  information,  knowledge  or data of a
proprietary nature, relating to  or concerned with, the operations,
customers, developments, sales, business and affairs of the Company
<PAGE>

and its affiliates which is  not  generally known to the public and
which is or was obtained  by  the Employee during his employment by
the Company.  Employee  recognizes  and  acknowledges that all such
information, knowledge or data  is  a  valuable and unique asset of
the Company, and accordingly  he  will  not  discuss or divulge any
such  information,  knowledge   or   data   to  any  person,  firm,
partnership, corporation or organization other than to the Company,
its affiliates, designees, assignees or successors or except as may
otherwise be required by the  law,  as  ordered by a court or other
governmental body of competent  jurisdiction, or in connection with
the business and affairs of the Company.

        12.  Equitable Remedies.     In  the  event  of a breach or
threatened breach  by  Employee  of  any  of  his obligations under
Sections 10 and 11  of  this  Agreement, Employee acknowledges that
the Company may not have an adequate remedy at law and therefore it
is mutually  agreed  between  Employee  and  the  Company  that, in
addition to any  other  remedies  at  law  or  in  equity which the
Company may have, the Company shall  be entitled to seek in a court
of  law  and/or  equity  a  temporary  and/or  permanent injunction
restraining Employee from  any  continuing  violation  or breach of
this Agreement.

        13.  Miscellaneous.
             (a)    This Agreement shall be  binding upon and inure
to the benefit of  the  Company  and  any successor of the Company.
Except as set forth in Section 8(f) above, this Agreement shall not
be terminated by the  voluntary  or  involuntary dissolution of the
Company or by any  merger,  reorganization  or other transaction in
which the Company is not  the surviving or resulting corporation or
upon any transfer of all or  substantially all of the assets of the
Company in the event  of  any  such  merger, or transfer of assets.
The provisions of this  Agreement  shall  be binding upon and shall
inure to  the  benefit  of  the  surviving  business  entity or the
business entity to which  such  assets  shall be transferred in the
same manner and  to  the  same  extent  that  the  Company would be
required to perform it if no such transaction had taken place.

         Neither this  Agreement  nor  any rights arising hereunder
may be assigned or pledged by Employee.

        (b)  Except  as  otherwise  provided  by  law  or elsewhere
herein, in the event  of  an  act  of force majeure, as hereinafter
defined, during the term hereof  which event continues for a period
of no less than fifteen (15) days, the Company shall be entitled to
suspend this Agreement  for  the  duration  of  such event of force
majeure.  In such event, during  the duration of the event of force
majeure the Company shall  be  relieved  of  its obligations to the
Employee pursuant to Sections 5  and 6; except for the continuation
of any health,  life  or  disability  insurance  coverage.  For the
purposes hereof, "force majeure" shall be defined as the occurrence
of one or more of the following events:
        (i)  any act commonly  understood  to  be  of force majeure
which materially and adversely affects the Company's
<PAGE>

business and operations, including but  not limited to, the Company
having sustained a material loss, whether or not insured, by reason
of fire, earthquake, flood, epidemic, explosion, accident, calamity
or other act of God;
             (ii)   any  strike  or  labor   dispute  or  court  or
government action, order or decree;
             (iii)  a banking  moratorium  having  been declared by
federal or state authorities;
        (iv)        an outbreak of  major armed conflict, blockade,
embargo, or other international hostilities or restraints or orders
of civic, civil defense, or  military authorities or other national
or international calamity having occurred;
             (v)    any  act  of   public   enemy,  riot  or  civil
disturbance or threat thereof; or
             (vi)   a pending or  threatened  legal or governmental
proceeding or action relating  generally to the Company's business,
or a notification having been received by the Company of the threat
of any such proceeding or  action, which could materially adversely
affect the Company.
        (c)  Except as  expressly  provided  herein, this Agreement
contains the entire understanding  between the parties with respect
to the subject matter hereof,  and  may not be modified, altered or
amended except by an  instrument  in  writing signed by the parties
hereto. This  Agreement  supersedes  all  prior  agreements  of the
parties with respect to the subject matter hereof.
        (d)  This Agreement shall  be  construed in accordance with
the laws of the State of California applicable to agreements wholly
made and to be  performed  entirely  within  such state and without
regard to the conflict of law principles thereof.
        (e)  Nothing in this  Agreement  is  intended to require or
shall be construed as requiring the Company to do or fail to do any
act  in  violation  of  applicable  law.  The  Company's  inability
pursuant to  court  order  to  perform  its  obligations under this
Agreement shall not constitute a breach  of this Agreement.  If any
provision  of  this  Agreement  is  invalid  or  unenforceable, the
remainder of this Agreement shall nevertheless remain in full force
and effect.  If any provision is held invalid or unenforceable with
respect to particular circumstances, it shall, nevertheless, remain
in full force and effect in all other circumstances.
             (f)    With the exception  of  the  Company's right to
enforce the provisions found in Sections 10 or 11 of this Agreement
pursuant to Section 12  hereof,  any  and all disputes arising from
Employee's  employment  with   or   termination  from  the  Company
including but not limited  to  any  claim for unlawful retaliation,
wrongful termination of employment,  violation  of public policy or
unlawful discrimination or harassment  because of race, color, sex,
national origin, religion,  age,  physical  or mental disability or
condition, marital  status,  sexual  orientation  or  other legally
protected characteristic shall  be  resolved  by  final and binding
arbitration  before  a  single  arbitrator.    EXCEPT  AS OTHERWISE
PROVIDED IN THIS SECTION, THE  PARTIES  AGREE  THAT IF A DISPUTE OR
CLAIM OF ANY KIND  ARISES  BETWEEN  THEM,  THEY  AGREE TO WAIVE ANY
RIGHTS EACH MAY HAVE TO A JURY OR COURT TRIAL.
<PAGE>


        Any party hereto electing to  commence an action shall give
written notice to the other  parties  hereto of such election.  The
arbitrator shall be limited  to  an  award  of monetary damages and
shall conduct the  arbitration  in  accordance  with the California
Rules of Evidence. The dispute  shall  be settled by arbitration to
take place in Los  Angeles  County,  California, in accordance with
the then  rules  of  the  American  Arbitration  Association or its
successor.   The  award  of  such  arbitrator  may  be confirmed or
enforced in any  court  of  competent  jurisdiction.  The costs and
expenses of the arbitrator including  the attorney's fees and costs
of each of the parties, shall be apportioned between the parties by
such arbitrator based upon  such  arbitrator's determination of the
merits of their respective  positions.    Nothing contained in this
Section  shall  in  any  way  be  construed  to  modify,  expand or
otherwise alter  the  rights  and  obligations  of  the Company and
Employee contained elsewhere in this Agreement.
        (g)  Any  notice  to  the  Company  required  or  permitted
hereunder  shall  be  given  in  writing  to  the  Company,  either
personally, by messenger,  courier  or otherwise, telex, telecopier
or, if by mail,  by  registered  or  certified mail, return receipt
requested, postage prepaid, duly addressed  to the Secretary of the
Company at its then principal place of business. Any such notice to
Employee shall be given to  the  Employee  in a like manner, and if
mailed shall be addressed  to  Employee  at Employee's home address
then shown in  the  files  of  the  Company.    For  the purpose of
determining compliance with any  time  limit herein, a notice shall
be deemed given on the fifth  day following the postmarked date, if
mailed, or the date of  delivery  if delivered personally, by telex
or telecopier.
        (h)  Employee acknowledges that: (i) he has been advised by
the Company that this  Agreement  affects  his  legal rights and to
seek the advice of his legal counsel prior to executing it and (ii)
has had the opportunity to  consult  with  his own legal counsel in
connection with the negotiations  of  the  terms of this Agreement,
his rights with respect hereto and the execution hereof.
             (i)    A  waiver  by  either  party  of  any  term  or
condition of this  Agreement  or  any  breach  thereof,  in any one
instance, shall not be deemed or  construed  to be a waiver of such
term or condition or of any subsequent breach thereof.
        (j)  The section and subsection  headings contained in this
Agreement are solely for convenience and shall not be considered in
its interpretation.
        (k)         This Agreement may be  executed  in one or more
counterparts, each of which shall constitute an original.
<PAGE>


        IN WITNESS WHEREOF, the  parties  hereto have executed this
Agreement as of the day and year first written above.

                    COMPANY:

                            MAXICARE HEALTH PLANS, INC.
                            a Delaware corporation


                            By: ________________________
                                Peter J. Ratican
                                Chairman, President and
                                Chief Executive Officer


                            By: ________________________
                                Alan D. Bloom, Secretary


                            EMPLOYEE:


                            By: ______________________
                        Robert Landis