FOURTH AMENDMENT TO LEASE



This FOURTH AMENDMENT TO LEASE ("Fourth Amendment") is made and
entered into as of June 1, 1999, by and between TRANSAMERICA OCCIDENTAL
LIFE INSURANCE COMPANY, a California corporation ("Landlord"), and
MAXICARE HEALTH PLANS, INC., a Delaware corporation ("Tenant").

RECITALS:

A. Landlord, and Tenant entered into that certain Transamerica Center
Lease dated as of June 1, 1994 (the "Office Lease"), as amended by that
certain First Amendment to Lease, dated as of November 1996 (the "First
Amendment"), as amended by that certain Second Amendment to Lease, dated
as of January 4, 1999 (the "Second Amendment"), as amended by that certain
Third Amendment to Lease, dated as of May 18, 1999 (the "Third Amendment")
(the Transamerica Lease, the First Amendment, the Second Amendment and the
Third Amendment shall hereafter collectively be referred to as the
"Lease"), whereby Landlord leased to Tenant and Tenant leased from
Landlord approximately 82,688 rentable square feet of space (the
"Premises"), located on the eighth (8th) and ninth (9th) floors of the
building and located at 1149 South Broadway Street, Los Angeles,
California 90015 (the "Building").

B.	The parties desire to amend the Lease on the terms and
conditions set forth in this Amendment.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

I . Terms. All undefined terms when used herein shall have the same
respective meanings as are given such terms in the Lease unless expressly
provided otherwise in this Amendment.

2.	Condition of the Premises; Tenant Improvement Allowance.
<PAGE>
	2.1 Condition of Premises. Landlord and Tenant acknowledge that
Tenant has been occupying the Premises pursuant to the Lease, and Tenant
continues to accept the Premises in its presently existing, "as is"
condition. Landlord shall not be obligated to provide or pay for any
improvement work or services related to the improvement of the Premises
except as expressly set forth in Section 2.2, below. Landlord and Tenant
hereby acknowledge that Tenant shall have the right to use the atrium
area on the ninth (9th) floor, adjacent to the Premises, as set

forth on Exhibit A of the Office Lease during daylight hours; provided,
however, Tenant agrees that so long Tenant has the use of the atrium area,
Tenant shall maintain the atrium area clean and free of litter and/or
debris and shall use and maintain the area in a safe manner to avoid the
creation of any dangerous conditions. No planters or equipment of the
Landlord may be moved or removed without the Landlord's prior written
consent. In addition, Tenant acknowledges that it has been informed that
the walking area and the stepping stones located in the atrium area have
an uneven surface and present a potentially dangerous condition, and is to
be used by Tenant, its respective officers, agents, servants, employees,
independent contractors and/or invitees (collectively, "Tenant Parties"),
at their own risk. Tenant hereby assumes all risk of damage to property or
injury to persons in, upon or about the atrium area from any cause
whatsoever and agrees that Landlord, its partners, subpartners and their
respective officers, agents, servants, employees and independent
contractors (collectively, "Landlord Parties") shall not be liable for,
and are hereby released from any responsibility for, any damage either to
person or property or resulting from the use thereof, which damage is
sustained by Tenant or any person claiming through Tenant. Furthermore,
Tenant acknowledges that the air space above the atrium area will carry
noise to the tenth (10th) floor area, and Tenant agrees not to allow loud
sounds or noise in the atrium area which would unreasonably interfere with
other tenants' quiet enjoyment. Nothing contained in this Section 2.1
shall be deemed to be a waiver of any of Tenant's rights or remedies as
specifically set forth in the Lease, as hereby amended.

2.2	Tenant Improvement Allowance.

2.2.1 Existing Tenant Improvement Allowance. Landlord
acknowledges that, as of June 1, 1999, the remaining balance of the Tenant
Improvement Allowance granted Tenant pursuant to the terms of Exhibit E to
the Office Lease is equal to S297,748.77 (the "Existing Tenant Improvement
Allowance").
<PAGE>
2.2.2 New Tenant Improvement Allowance. In connection with
the extension of the Lease Tenn pursuant to this Agreement, Landlord
hereby grants to Tenant an additional allowance in an amount equal to
S6.00 per rentable square foot of the Premises, or $496,128.00 (the "New
Tenant Improvement Allowance"). The New Tenant Improvement Allowance may
be used by Tenant, at any time during the "Extended Term," as that term is
defined in Section 3, below, for improvements in the Premises, pursuant to
the terms of Article VII of the Lease, or, upon written notice from Tenant
to Landlord, at any time during the Extended Term, as a credit against
Basic Rent due under the Lease. In the event Tenant elects to use the New
Tenant Improvement Allowance for improvements in the Premises, Landlord
shall disburse such amounts to Tenant within thirty (30) days after
written request for such disbursement by Tenant. .



3. New Lease Term. Pursuant to the Lease, the Lease Term is
scheduled to expire on May 31, 2000. Notwithstanding anything in the
Lease to the contrary, Landlord and Tenant hereby agree, effective as of
June 1, 1999 (the "New Term Commencement Date"), to extend the Lease Term
for a period of three (3) years from the New Term Commencement Date,
until May 31, 2002 (the "Lease Expiration Date"), on the terms and
conditions as set forth in this Amendment. The period commencing on June
1, 1999 and expiring on May 31, 2002 shall be referred to as the
"Extended Term".

4.	Rent.

4.1	Basic Rent. Commencing as of the New Term Commencement
Date, and continuing throughout May 31, 2002 (the "Lease Expiration
Date"), Tenant shall pay monthly installments of Basic Rent for the
Premises in the amount of Ninety-Nine Thousand Nine Hundred Fourteen and
67/100 Dollars ($99,914.67) (i.e., $1.21 per rentable square foot of the
Premises times 82,688 rentable square feet) in accordance with Article
III of the Lease.

          4.2  Percentage Rent. Commencing as of the New Term Commencement
Date, the "Base Year," as that term is defined in the First Amendment,
shall be the calendar year 1999, and during the Extended Term Tenant shall
pay Tenant's Percentage Share of all increases in Operating Costs,
computed in accordance with the Lease, over the Operating Costs, computed
in accordance with the Lease, attributable to the Base Year. If the
Building is not fully occupied during all or a portion of the Base Year,
Landlord shall make an appropriate adjustment to the components of
Operating Costs for such year or applicable portion thereof, to determine
the amount of Operating Costs that would have been paid had the Building
been fully occupied; and the amount so determined shall be deemed to have
been the amount of Operating Costs for such year. Notwithstanding the
foregoing, in no event shall the electrical cost component of Operating
<PAGE>
Costs for any year after the Base Year be reduced, as a result of any
reductions in electrical costs resulting from the deregulation of
electrical utilities, to be less than the electrical cost component of
Operating Costs in the Base Year.

4.3	Rent Abatement. Provided that Tenant is not in material
default under the Lease, as hereby amended, beyond any applicable cure
periods set forth in the Lease, and has not been in material default
under the Lease, as hereby amended beyond any applicable cure periods set
forth in the Lease, Tenant shall not be required to pay Basic Rent
attributable to the month of August, 1999, and the month of August, 2000.



5.	Parking. Section 21.01 of the Office Lease is hereby modified
as follows: During the entire Extended Term, the parking passes utilized
by Tenant shall be at the following rates: $40.00 per month for each
unreserved parking pass, and $60.00 per month for each reserved parking
pass. Notwithstanding anything in Section 21.01 of the Office Lease to
the contrary, the parking spaces provided to Tenant pursuant to the
Lease, as hereby amended, shall be located in the Broadway. parking
garage, located at 1150 South Hill Street.

6.	Utilities and Services. Sections 14.01 and 14.02 of Article XIV
and Section 4 of the Second Amendment are hereby amended, effective as of
the New Term Commencement Date, to provide that the costs that Tenant
shall pay to Landlord for after Business Hours heating, ventilation and
air-conditioning shall not exceed Twenty-Five and No/100 Dollars ($25-00)
per hour during the Extended Term. In addition. the terms and conditions
of Section 9.07 of the Office Lease shall be deemed to be applicable to
the Extended Term, and Landlord's obligation to provide such Services
shall terminate three (3) years from the New Term Commencement Date. In
the event the Services are discontinued during the Extended Term, Tenant
shall have the right to terminate the Lease provided the failure to
provide services is not the result of eminent domain. governmental action
or force majeure or circumstances beyond Landlord's reasonable control.

7. Deletions. The options to renew the Lease, as set forth in
Exhibit F, attached to the Office Lease, as amended by Section 4 of the
Third Amendment are hereby deleted in their entirety, and are of no
further force or effect.
<PAGE>
		     8. Right of First Offer. Landlord hereby grants to the original
Tenant named in this Amendment (the "Original Tenant") or to an affiliate
of Tenant (an entity which is controlled by, controls or is under common
control with, Tenant, collectively an "Affiliate"), an on-going right of
first offer with respect to the space located on the fourth (4th) floor of
the Building, commonly known as Suite 450 (the "First Offer Space"),
containing approximately 6,300 rentable square feet of space, as set forth
on Exhibit A attached hereto, and incorporated by this reference.
Notwithstanding the foregoing, such first offer right of Tenant shall
commence only following the expiration or earlier termination of any
existing lease in such First Offer Space, including, but not limited to
any renewals or extensions thereof, and shall be subordinate to all rights
of which are set forth in leases of space in the Building as of the date
hereof, including any renewal, extension or expansion rights set forth in
such leases, regardless of whether such renewal, extension or expansion
rights are executed strictly in accordance with their terms, or pursuant
to a lease amendment or a new lease (collectively, the "Superior Right
Holders") with respect to such First Offer Space. Tenant's right of first
offer shall be on the terms and conditions set forth in this Section 8.
"Control," as used in this Section 8, shall mean the


ownership, directly or indirectly, of at least fifty-one percent (5
1 %) of the voting securities of, or possession of the right to vote, in
the ordinary direction of its affairs, of at least fifty-one percent (5 1
%) of the voting interest in, any person or entity.

8.1 Procedure for Offer. Landlord shall notify Tenant (the
"First Offer Notice") from time to time when the First Offer Space or any
portion thereof becomes available for lease to third parties, provided
that no Superior Right Holder wishes to lease such space. Pursuant to such
First Offer Notice, Landlord shall offer to lease to Tenant the then available
First Offer Space. The First Offer Notice shall describe the space so
offered to Tenant and shall set forth the "First Offer Rent," as that term
is defined in Section 8.3 below, and the other economic terms upon which
Landlord is willing to lease such space to Tenant.

8.2 Procedure for Acceptance. If Tenant wishes to exercise
Tenant's right of first offer with respect to the space described in the
First Offer Notice, then within ten (10) business days of delivery of the
First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of
Tenant's intention to exercise its right of first offer with respect to
the entire space described in the First Offer Notice on the terms
contained in such notice. If Tenant does not so notify Landlord within the
ten (10) business day period, then Landlord shall be free to lease the
space described in the First Offer Notice to anyone to whom Landlord
desires on any terms Landlord desires. Notwithstanding anything to the
contrary contained herein, Tenant may elect to exercise its right of first
offer, if at all, with respect to all or a portion of the space offered by
Landlord to Tenant at any particular time, provided that if Tenant elects
to exercise its right of first offer with respect to only a portion of the
First Offer Space set forth in the First Offer Notice. The remainder of
such First Offer Space shall be in a reasonably marketable configuration
to allow Landlord to lease out such remainder of the First Offer Space.
<PAGE>
8.3 First Offer Space Rent. The "Rent," as that term is
defined in Article 3 of the Lease, payable by Tenant for the First Offer
Space (the "First Offer Rent") shall be equal to the Basic Rent per
rentable square foot payable with respect to the Premises, and, in
connection with the First Offer Space, Tenant shall pay Tenant's Percentage
Share of all Operating Costs set forth in the Lease, payable by Tenant on an
annual, per rentable square foot basis for the First Offer Space, provided
that with respect to the First Offer Space only, Tenant's Percentage Share
shall be calculated based on the rentable square footage of such First
Offer Space, multiplied by 100, and divided by the rentable square footage
of the Building. In addition, the Base Year for purposes of the First
Offer Rent shall be the calendar year in which the right of first offer is
exercised. In connection with any such lease of First Offer Space,
Landlord shall grant to Tenant an improvement allowance in an amount equal
to the product of (i) $6.00 per rentable square foot of the First Offer

Space leased by Tenant and (ii) a fraction, the numerator of which is the
number of months remaining in the Extended Term as of the commencement of
Tenant's lease of such First Offer Space, and the denominator of which is
thirty-six (36) (i.e. the total number of months in the Extended Term. In
calculating the First Offer Rent, no consideration shall be given to the
fact that Landlord is or is not required to pay a real estate brokerage
commission in connection with Tenant's leasing of the First Offer Space or
the fact that Landlord is or is not paying real estate brokerage
commissions in connection with such comparable space.

8.4 Construction In First Offer Space. Tenant shall take
the First Offer Space in its "as is" condition,
and the construction of improvements in the First Offer Space shall comply
with the terms of Article VII of the Lease. Notwithstanding anything in
this Section 8 to the contrary, the commencement date of such First Offer
space shall be the earlier of (i) the date upon which Tenant first
commences to conduct business in the First Offer Space, and (ii)
seventy-five (75) days following the delivery of such First Offer Space
from Landlord to Tenant.

8.5. Amendment to Lease. If Tenant timely exercises Tenant's
right to lease the First Offer Space as set forth herein, Landlord and
Tenant shall within fifteen (15) days thereafter execute an amendment to
the Lease for such First Offer Space upon the terms and conditions as set
forth in the First Offer Notice and this Section 8. Tenant shall commence
payment of Rent for the First Offer Space, and the term of the First
Offer Space shall commence upon the date of delivery of the First Offer
Space to Tenant or following a construction period, if any, granted as
part of the First Offer Rent (the "First Offer Commencement Date") and
terminate on the date set forth in the First Offer Notice.
<PAGE>
8.6 Termination of Right of First Offer. The rights contained
in this Section 8 shall be personal to the Original Tenant, and may only
be exercised by the Original Tenant or its Affiliate (and not any other
assignee, sublessee or transferee of the Original Tenant's interest in
this Lease) if the Original Tenant or its Affiliate occupies the entire
Premises. The right of first offer granted herein shall not terminate as
to particular First Offer Space upon the failure by Tenant to exercise
its right of first offer with respect to any such First Offer Space as
offered by Landlord, and Landlord shall re-offer such space to Tenant
upon the expiration or earlier termination of the lease entered into by
Landlord following Tenant's failure to exercise its right to lease the
applicable First Offer Space, including any renewal of such lease,
regardless of whether any such renewal is exercised strictly in
accordance with its terms or pursuant to a lease amendment or a new
lease. Furthermore, Tenant shall not have the right to lease First Offer
Space, as provided in this Section 8, if, as of the date of the attempted
exercise of any right of first offer by Tenant, or as of the scheduled
date of delivery of such First Offer Space to Tenant, Tenant is in
material default under this Lease or Tenant has previously been in
material default under this Lease more than once.

9. Proposition 8 Taxes. If in any calendar year subsequent to the
Base Year (the "Adjustment Year"), the amount of Property- Related Taxes
decrease below the amount of Property Related Taxes for the Base Year as
a result of a Proposition 8 reduction, then for purposes of all
subsequent calendar years to the Base Year, including the calendar year
in which the decrease in Property -Related Taxes occurs, the Operating
Costs for the Base Year shall be decreased by an amount equal to such
decrease in Property- Related Taxes in the Adjustment Year. Conversely,
if the Property Related Taxes thereafter are decreased by a lesser amount
during any comparison year subsequent to the Adjustment Year (the
"Readjustment Year") as a result of Landlord's failure to secure a
Proposition 8 reduction which is greater than or equal to the Proposition
8 reduction secured during the Adjustment Year, then for purposes of all
subsequent comparison years, including the comparison year in which such
lesser decrease in Property- Related Taxes occurs, the Operating Costs
for the Base Year shall only be decreased by an amount equal to the
decrease in Property- Related Taxes during such Readjustment Year which
resulted from Landlord's failure to secure a Proposition 8 reduction
greater than or equal to the Proposition 8 reduction secured during the
Adjustment Year; provided that any costs and expenses incurred by
Landlord in securing any Proposition 8 reduction shall not be included in
Operating Expenses for purposes of this Lease. Landlord and Tenant
acknowledge that this Section 9 is not intended to in any way affect (A)
the inclusion in Property- Related Taxes of the statutory two percent
(2.0%) annual increase in Property- Related Taxes (as such statutory
increase may be modified by subsequent legislation), or (B) the inclusion
or exclusion of Property -Related Taxes pursuant to the terms of
Proposition 13, which shall be governed pursuant to the terms of Section
10, below.
<PAGE>
10.	Payment of Certain Tax Expenses. Notwithstanding anything to
the contrary contained in the Lease, in the event that, at any time
during the Extended Term, any sale, refinancing , or change in ownership
of the Building and/or the Project is consummated, and as a result
thereof, and to the extent that in connection therewith. the Building
and/or the Project is reassessed (the "Reassessment") for real estate tax
purposes by the appropriate governmental authority pursuant to the terms
of Proposition 1 3 ), then the terms of this Section 10 shall apply.






10.1 The Tax Increase. For purposes of this Section 10, the
term "Tax Increase" shall mean that portion of the "Property -Related
Taxes", as that term is defined in Section 22. 10 of the Office Lease, as
calculated immediately following the Reassessment, which is attributable
solely to the Reassessment. Accordingly, the term Tax Increase shall not
include any portion of the Property- Related Taxes, as calculated
immediately following the Reassessment, which (i) is attributable to the
initial assessment of the value of the Building, the base Building, or
the tenant improvements located in the Building, (ii) is attributable to
assessments which were pending immediately prior to the Reassessment
which assessments were conducted during, and included in, such
Reassessment, or which assessments were otherwise rendered unnecessary
following the Reassessment, (iii) is attributable to the annual
inflationary increase of real estate taxes, or (iv) is part of
Property-Related Taxes incurred or deemed incurred during the Base Year
as determined pursuant to this Lease.

10.2 Protection. Tenant shall not be obligated to pay any
portion of any Tax Increase relating to (i) the first (1st) Reassessment
which occurs after the date hereof, and (ii) any reassessment resulting
from the merger between the Landlord named in this Fourth Amendment and
AEGON N.V. (the "Merger") (and any Reassessment based upon the Merger
shall not constitute the "first (1st) Reassessment" for purposes of item
(i), above).
<PAGE>
10.3 Landlord's Right to Purchase the Proposition 13 Protection
Amount Attributable to a Particular Reassessment. The amount of Property-
Related Taxes which Tenant is not obligated to pay or will not be
obligated to pay during the Term in connection with a particular
Reassessment pursuant to the terms of this Section 10, shall be sometimes
referred to hereafter as a "Proposition 13 Protection Amount." If the
occurrence of a Reassessment is reasonably foreseeable by Landlord and
the Proposition 13 Protection Amount attributable to such Reassessment
can be reasonably quantified or estimated for each Lease Year commencing
with the Lease Year in which the Reassessment will occur, the terms of
this Section 10.3 shall apply to each such Reassessment. Upon notice to
Tenant, Landlord shall have the right to purchase the Proposition 13
Protection Amount relating to the applicable Reassessment (the
"Applicable Reassessment"), at any time during the Term, by paying to
Tenant an amount equal to the "Proposition 13 Purchase Price," as that
term is defined below, provided that the right of any successor of
Landlord to exercise its right of repurchase hereunder shall not apply to
any Reassessment which results from the event pursuant to which such
successor of Landlord became the Landlord under this Lease. As used
herein, "Proposition 13 Purchase Price" shall mean the present value of
the Proposition 13 Protection Amount remaining during the Term, as of the
date of payment of the Proposition 13 Purchase Price by Landlord. Such
present value shall be calculated (i) by using the portion of the
Proposition 13 Protection Amount attributable to each remaining Lease
Year (as though the portion of such Proposition 13 Protection Amount
benefited Tenant at the end of each Lease Year), as the amounts to be
discounted, and (ii) by using discount rates for each amount to be
discounted equal to (A) the average rates of yield for United States
Treasury Obligations with maturity dates as close as reasonably possible
to the end of each Lease Year during which the portions of the
Proposition 13 Protection Amount would have benefited Tenant, which rates
shall be those in effect as of Landlord's exercise of its right to
purchase, as set forth in this Section 1.3. plus (B) two percent (2%) per
annum. Upon such payment of the Proposition 13 Purchase Price, the
provisions of Section 9.2 of this Amendment shall not apply to any
Property- Related Taxes attributable to the Applicable Reassessment.
Since Landlord is estimating the Proposition 13 Purchase Price because a
Reassessment has not yet occurred, then when such Reassessment occurs, if
Landlord has underestimated the Proposition 13 Purchase Price, then upon
notice by Landlord to Tenant, Tenant's Rent next due shall be credited
with the amount of such underestimation, and if Landlord overestimates
the Proposition 13 Purchase Price, then upon notice by Landlord to
Tenant, Rent next due shall be increased by the amount of the
overestimation.
<PAGE>
11. Brokers. Landlord and Tenant hereby warrant to each other that
they have had no dealings with any real estate broker or agent in
connection with the negotiation of this Amendment other than Jones Lang
LaSalle Management Services, Inc., or Cushman & Wakefield of California,
Inc. (collectively, the "Brokers"), and that they know of no other real
estate broker or agent who is entitled to a commission in connection with
this Amendment. Each party agrees to indemnify and defend the other party
against and hold the other party harmless from any and all claims,
demands, losses, liabilities, lawsuits, judgments, costs and expenses
(including without limitation reasonable attorneys' fees) with respect to
any leasing commission or equivalent compensation alleged to be owing on
account of any dealings with any real estate broker or agent, other than
the Brokers, occurring by, through, or under the indemnifying party. The
terms of this Section 11 shall survive the expiration or earlier
termination of the term of the Lease, as hereby amended. 11

12. Additions to Lease. Landlord shall have the remedy described in
California Civil Code Section 1951.4 (lessor may continue lease in effect
after lessee's breach and abandonment and recover rent as it becomes due,
if lessee has the right to sublet or assign, subject only to reasonable
limitations). Accordingly, if Landlord does not elect to terminate the
Lease on account of any material default by Tenant, beyond all applicable
cure periods set forth in the Lease, Landlord may, from time to time,
without terminating the Lease, enforce all of its nights and remedies
under the Lease, including the right to recover all rent as it becomes
due; provided, however, nothing contained in this Section 12 shall be
deemed to be a waiver of any of Tenant's rights or remedies as
specifically set forth in the Lease, as hereby amended.
12.	No Further Modification. Except as specifically set forth in this
Amendment, all of the terms and provisions of the Lease shall remain
unmodified and in full force and effect.

IN WITNESS WHEREOF, this Amendment has been
executed as of the day and year first above
written.

"LANDLORD"	"TENANT"
TRANSAMERICA OCCIDENTAL LIFE	MAXICARE HEALTH
PLANS, INC.,
INSURANCE  COMPANY	a Delaware
corporation
a California corporation	a corporation

By:  /s/ Paul Wintermute	By:  /s/ Richard A. Link

Its:  Investment Officer	 Its: EVP & CFO

<PAGE>






STORAGE SPACE LEASE AGREEMENT
TRANSAMERICA CENTER
1149 S. Broadway Street
Los Angeles, CA 90015


1 PARTIES. This Storage Space Lease Agreement (the
"Storage Agreement") is dated for reference purposes only as of
this 1st day of June, 1999, by and between TRANSAMERICA
OCCIDENTAL LIFE INSURANCE COMPANY, a California Corporation
("Landlord"), and MAXICARE HEALTH PLANS, INC., a Delaware
corporation, ("Tenant").

2. PREMISES. In connection with the "Lease," as that
term is defined in Section 7(b), below, Landlord hereby leases to
Tenant, and Tenant hereby leases from Landlord, upon the terms
and conditions contained herein, the premises, known as Storage
Unit 4G0820 and Storage Unit 4G0825, described in Exhibit A
attached hereto (collectively, the "Premises") in the building
located at and commonly known as It 50 South Hill Street, Los
Angeles, California, 90015 (the "Building").

3. TERM. The term of this Storage Agreement shall be
deemed to commence on the "New Term Commencement Date," as that
term is defined in the "Fourth Amendment." as that term is
defined in Section 7(b), below, and shall terminate on the "Lease
Expiration Date," as that term is defined in the Fourth
Amendment, or earlier termination of the "Lease Term," as that
term is defined in the Lease.

4. USE. Tenant agrees that it will not make any use of
the Premises except as a storage facility. Tenant shall not,
without first obtaining Landlord's written consent. bring or
allow to be brought upon or about the Premises any substance
which is regulated as a toxic waste or hazardous material under
any law or regulation of any governmental authority (including,
without limitation. any toxic or hazardous substance, material or
waste listed from time to time in the United States Department of
Transportation Table (40 CFR 172.101) or by the Environmental
Protection Agency as a hazardous substance (40 CFR, Part 302)
("Hazardous Materials").
<PAGE>
5. RENT. Landlord and Tenant agree that provided Tenant
is not in material default, beyond all applicable cure periods
set forth in this Storage Agreement or the Lease. as applicable,
under the terms of this Storage Agreement or the terms of the
Lease, and has not previously been in default beyond all
applicable cure periods set forth in this Storage Agreement or
the Lease, as applicable, under this Storage Agreement or under
the Lease, then Tenant shall not be required to pay rent for the
Premises, for the initial term of the Storage Agreement.






6. ALTERATIONS, REPAIRS AND MAINTENANCE. Tenant
acknowledges that it is currently occupying the Premises and
therefore accept the Premises in its currently existing. "as is"
condition, without any warranties or representations. Tenant
shall, at its sole cost, risk and expense, keep the Premises in
as good order and repair as when delivered to it, ordinary wear
and tear excepted. Tenant shall make no alterations in the
Premises without the prior written consent of Landlord, and any
such alterations approved by Landlord shall be made by Tenant at
Tenant's sole cost and expense. Any alterations made by Tenant to
the Premises shall become part of the Premises and the sole
property of Landlord. Tenant agrees to peacefully surrender
possession of the Premises at the expiration of this Storage
Agreement, and Tenant agrees to remove from the Premises, at or
before such time, at its sole cost, all of its goods, effects,
personal property then located in the Premises and any
alterations or improvements made by Tenant in the Premises
designated by Landlord to be so removed. Tenant shall deliver to
Landlord a key for any locks installed by Tenant for Landlord's
emergency entry purposes.

7.	INSURANCE.

(a) Landlord shall not be obligated to maintain
any insurance with regard to the Premises. In the event Landlord
does maintain fire and extended coverage 'insurance, nothing
shall be done or kept in or on the Premises by Tenant which to
the knowledge of Tenant will make void or voidable any fire or
extended coverage insurance on the Premises or increase the
premium payable therefor.
<PAGE>
(b) Tenant shall carry and maintain insurance with
respect to the Premises during the term hereof in accordance with
the requirements of Article VI of that certain Office Lease dated
for reference purposes only as of June 1, 1994, between Tenant
and Landlord, as amended by that certain First Amendment to
Lease, dated as of November 1996 (the "First Amendment"), as
amended by that certain Second Amendment to Lease dated January
4, 1999 (the "Second Amendment"), and amended by that certain
Third Amendment to Lease, dated as of May 18, 1999 (the "Third
Amendment"), and as amended by that certain Fourth Amendment to
Lease dated as of June 1, 1999 (the "Fourth Amendment"), pursuant
to which Tenant leases office space from Landlord at the building
located at 1149 South Broadway Street, Los Angeles, California
90015. The Office Lease, the First Amendment, the Second
Amendment, the Third Amendment and the Fourth Amendment shall
collectively be referred to herein as the "Lease." Upon request,
Tenant shall furnish Landlord with a Certificate of Insurance
evidencing such policy (les). Landlord and Tenant hereby agree
that the provisions of Article VI of the Lease are hereby
incorporated by reference into this Storage Agreement as if fully
set forth herein and Tenant agrees to comply with the terms of
Article VI of the Lease with respect to all insurance required to
be with respect to this Storage Agreement.



8. INDEMNIFICATION. Landlord shall not be liable to
Tenant, and Tenant waives all claims against Landlord, for any
injury to or death of any person or for loss of use of or damage
or destruction of any property in the Premises by or from any
cause whatsoever, except to the extent caused by Landlord's
negligence or willful misconduct. Tenant agrees to indemnify,
hold Landlord harmless from, protect and defend Landlord against
any and all liability, loss, expense (including attorneys' fees),
claim, action or cause of action of any third party, whether
foreseeable or not, resulting as a direct or indirect consequence
of Tenant's lease or use of the Premises or access to the
Premises or any other reason arising from or related to this
Lease, including but not limited to resulting from bodily injury,
including death, or from injury to or destruction of property
arising out of Tenant's use and occupancy of the Premises, except
to the extent caused by Landlord's negligence or willful
misconduct.

9. LANDLORD'S ENTRY. Landlord may, at reasonable times,
enter into the Premises to inspect the Premises, or otherwise
carry out its obligations hereunder, and shall not be liable to
Tenant for any damage caused thereby except to the extent caused
by Landlord's negligence or willful misconduct.
<PAGE>

10. COMPLIANCE WITH LAWS. During the term of this
Storage Agreement, Tenant shall at its sole cost and expense
comply with any law, ordinance or regulation of any federal,
state, city, or other municipal or governmental body unit or
authority, affecting the Premises, including, without limitation.
those relating to health, safety, noise, environmental
protection, waste disposal, water and air quality, and the use,
storage and disposal of Hazardous Materials.

11. DAMAGE BY CASUALTY. If the Premises should become
unfit for use by Tenant as provided herein, by reason of fire or
any other casualty, either Landlord or Tenant may terminate this
Storage Agreement as of the date the Premises become
untenantable. Nothing in this Storage Agreement shall be
construed to require Landlord to rebuild or repair any damage to
the Premises as a result of any such fire or other casualty.

12. CONDEMNATION. If all or any portion of the Premises
shall be taken or damaged under any right of eminent domain, or
any transfer in lieu thereof, and such taking or damage renders
the Premises unfit for use by Tenant as provided herein, either
party may terminate this Storage Agreement as of the date of such
taking or damage by written notice to the other party. The entire
amount of any condemnation award shall inure to the benefit of
Landlord. In the event this Storage Agreement is not terminated
as a result of such taking, the rent due Landlord hereunder shall
be reduced proportionately to the area taken



13. UTILITIES. Landlord shall not be obligated to
furnish the Premises with any services or utilities except for
electricity necessary for lighting. Within ten (10) days of
request therefor, Tenant shall pay Landlord, as additional rent
hereunder, the cost of all electricity, water, heating or other
utilities which may be furnished to the Premises, as reasonably
determined by Landlord.


14.	ASSIGNMENT AND SUBLETTING. Tenant agrees not to
assign this Storage Agreement or sublet the whole or any part of
the Premises.

<PAGE>
15. DEFAULT. In the event that Tenant (i) abandons the
Premises; (ii) fails to pay any rent or other sum payable
hereunder within five (5) days of it becoming due; or (iii) fails
to perform any other term, covenant or condition of this Storage
Agreement expeditiously and in good faith within a reasonable
time after receiving notice from Landlord of such failure (which
notice shall specify the nature of such failure), then Landlord,
in addition to any other rights and remedies of Landlord at law
or in equity, shall have the right either to terminate Tenant's
right to possession of the Premises and thereby terminate this
Lease or have this Storage Agreement continue in full force and
effect with Tenant at all times having the right to possession of
the Premises. Should Landlord elect to terminate Tenant's right
to possession of the Premises and terminate this Storage
Agreement, then Landlord shall have the immediate right of entry
and may remove all persons and property from the Premises. Such
property so removed may be stored in a public warehouse or
elsewhere at the cost and for the account of Tenant. In addition,
the provisions of Article XI, "Default and Remedies," of the
Lease, to the extent applicable and not inconsistent with the
provisions of this Storage Agreement, shall be deemed to apply to
the Premises and are hereby incorporated by reference into this
Storage Agreement as if fully set forth herein.

16. RELOCATION. Landlord reserves the right to relocate
the Premises to another location in the Building (the "Relocated
Premises") upon fifteen (15) days notice to Tenant, so long as
the Relocated Premises are substantially equivalent in size and
accessibility. Landlord agrees to bear the cost of moving
Tenant's property then located in the Premises to the Relocated
Premises.


17. NOTICES. Any notice required to be given herein
shall be in writing and either given in person or sent postage
pre-paid by certified or registered mail, return receipt
requested, addressed to the address set forth beside the
signature of each party, or to such other address as the parties
shall designate in writing.

18.	MISCELLANEOUS.

(a) Any liability of Landlord hereunder shall be
limited to its equity interest in the Building and Tenant agrees
to look solely to such interest for the recovery of any judgment.
In the event of a sale or transfer of the Building, Landlord
shall thereby be released from any further liability hereunder,
and Tenant agrees to attorn to the successor in interest.
<PAGE>
(b) If any suit shall be brought arising out of
the failure of performance of either party hereunder, the
prevailing party in such suit shall pay the non-prevailing party
reasonable attorneys' fees and costs as may be fixed by the
court.

19. This Storage Agreement shall, in all respects, be
governed by and construed in accordance with the laws of the
State of California. If any provision of this Storage Agreement
shall be invalid, unenforceable or ineffective for any reason,
all other provisions hereof shall be and remain in full force and
effect.

20.	Time is of the essence of this Storage Agreement.

21. Tenant covenants and represents that it has not
authorized any real estate broker or salesman to act for it in
connection with this Storage Agreement and agrees to indemnify
and hold Landlord harmless from any claim by any such real estate
broker or salesman.

		22. All applicable provisions of the Lease shall be
deemed to apply to the Premises as though the Premises were part
of the "premises" set forth in the Lease, and such provisions are
hereby incorporated into this Storage Agreement by this reference
as though fully set forth herein. In the event of any conflict
between the provisions of this Storage Agreement and the
provisions of the Lease, the terms of this Storage Agreement shall
govern.

<PAGE>
IN WITNESS WHEREOF, the parties have caused this
Storage Agreement to be properly executed by their duly
authorized representatives as of the date first above written.

Address for Notices:              LANDLORD:

Jones Lang LaSalle Americas, Inc.	Transamerica Occidental Life
Insurance,
1150 South Olive,	 Company, a California
Corporation
Suite T-1100
Los Angeles, CA 90015	 By:
	 Title:


Address for Notices:

1149 S. Broadway Street	Maxicare Health Plans, Inc.,
Ninth Floor	a Delaware corporation
Los Angeles, CA 90015	By:

Title:

By:

Title:

	By: