Exhibit 10.9e

                       EMPLOYMENT AGREEMENT


        This  Employment  Agreement   ("Agreement"),  dated  as  of
December 11, 1997, is  made  by  and between Maxicare Health Plans,
Inc., a Delaware corporation (the  "Company"), and Richard A. Link,
an individual ("Executive").

                             RECITALS


        WHEREAS, Executive  is  knowledgeable  and  skillful in the
Company's business and  has  served  as  Senior  Vice President and
Chief Accounting Officer of the Company;
        WHEREAS, the  Company  wishes  to  retain  the  services of
Executive as Executive Vice  President - Finance and Administration
and Chief Financial Officer of the Company and Executive has agreed
to render services as such;
        WHEREAS, Executive is willing to be employed by the Company
under the terms and conditions set forth herein;
        NOW,  THEREFORE,  in   consideration   of   the  terms  and
conditions hereinafter set forth,  and  for other good and valuable
consideration, the receipt  of  which  is  hereby acknowledged, the
parties hereto agree as follows:
        1.   Definitions.  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)    "Annualized Compensation" means the Executive's
average  annualized  "compensation"   actually  received  from  the
Company for the period commencing December 11, 1997 and terminating
on December 31st  of  the  calendar  year immediately preceding the
calendar year during which  a  "Change  of Control", as hereinafter
defined, occurs  (the  "Compensation  Period").  The "compensation"
received during such  Compensation  Period  shall be annualized and
averaged for the  purposes  of determining Annualized Compensation.
For the  purposes  hereof,  "compensation"  during the Compensation
Period shall be  limited  to  Executive's  base salary, bonuses and
other items actually received  by Executive during the Compensation
Period  and  reported  as  income  on  the  Company's  W-2  for the
Executive for such period(s) during the "Compensation Period".
             (b)    "Board  of  Directors"   means   the  Board  of
Directors of the Company.
             (c)    "Cause" means,  as  used  with  respect  to the
involuntary termination of Executive:
                    (i)     The  continued  failure  or  refusal by
Executive to substantially perform his duties pursuant to the terms
of this Agreement;
                     (ii)   The engaging by Executive in misconduct
or   inaction   materially    injurious    to   the   Company;   or
(iii)  The conviction  of  Executive  for  a  felony  or of a crime
involving moral turpitude.
             (d)    "Change of  Control"  means  any transaction or
occurrence after the date hereof as the result of which:
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                    (i)     the  Company  shall   cease   to  be  a
publicly owned corporation having at least 300 stockholders;
                    (ii)    any  person  or  group  of  persons (as
defined in Rule 13d-5 promulgated under the Securities Exchange Act
of 1934 (the "Act")), together  with  its affiliates, is or becomes
the beneficial owner (as  defined  in  Rule 13d-3 promulgated under
the Act), directly  or  indirectly,  of  securities  of the Company
(including  securities   convertible   into   or   exercisable  for
securities of the Company) ordinarily  having  the right to vote in
the election of  directors  which  together represent, after giving
effect to any conversion  or  exercise,  in excess of forty percent
(40%) of the  combined  voting  power  of the Company's outstanding
securities ordinarily having the right  to  vote in the election of
directors;
                    (iii)   Continuing Directors (as defined below)
shall cease for any reason to constitute at least a majority of the
Board of Directors;
                    (iv)    the Company shall  merge or consolidate
with any other person or entity  other than a subsidiary, and, upon
the consummation of such  transaction,  holders of the Common Stock
immediately prior to such  transaction  own less than sixty percent
(60%) of the  equity  securities  of  the surviving or consolidated
entity; or
                    (v)     all or substantially  all of the assets
of the Company are sold or  transferred to another person or entity
in a  single  transaction  or  a  series  of  related transactions.
Notwithstanding  the  foregoing,  a  Change  of  Control  shall not
include the filing by  or  on  behalf  of, or entering against, the
Company or its subsidiaries of  (a)  a petition, decree or order of
bankruptcy or reorganization, or  (b)  a  petition, decree or order
for the appointment of a trustee, receiver, liquidator, supervisor,
conservator or other officer  or  agency having similar powers over
the Company  or  its  subsidiaries,  including  any such petitions,
orders or decrees filed or  entered  by federal or state regulatory
authorities.
             (e)    "Continuing Director" means  any individual who
is a member of the Board of  Directors as of the date hereof, which
individuals are listed on Exhibit A attached hereto and made a part
hereof, and  any  subsequent  director  nominated  by  the Board of
Directors for election  by  the  stockholders  or  appointed to the
Board of Directors, which  nomination  or  appointment is made with
the affirmative vote  of  a  majority  of Continuing Directors then
serving on the Board of Directors.
             (f)    "Good  Reason"  means,   with  respect  to  the
voluntary termination  by  Executive,  the  occurrence, without the
Executive's express written consent, of any of the following:
                    (i)     Except as provided in Section 2 hereof,
the assignment to Executive by the Company of any duties materially
inconsistent with,  or  the  diminution  of, Executive's positions,
titles, offices, duties and  responsibilities  with the Company, as
provided in Section 2 below,  or  any removal of Executive from, or
any failure  to  re-elect  Executive  to,  any  titles,  offices or
positions held by Executive pursuant to said Section 2;
                    (ii)    Except as in  accordance with the terms
hereof, a reduction by the Company in Executive's base salary or
<PAGE>

any other compensation provided for herein;
             (iii)  The  failure  by  the  Company  to  continue in
effect any material benefit or compensation plan to which Executive
is  entitled,  hereunder,   or   plans   providing  Executive  with
substantially similar benefits,  the  taking  of  any action by the
Company which  would  materially  and  adversely affect Executive's
participation in, or materially  reduce Executive's benefits under,
any such benefit plan or  deprive  Executive of any material fringe
benefits enjoyed by  Executive  hereunder,  or  the  failure by the
Company to provide Executive with  the number of paid vacation days
to which Executive is  then  entitled  (based  on years of service)
under the  Company's  normal  vacation  policies  and  practices in
effect on the date hereof or in effect from time to time hereafter;
provided, however, that  the  occurrence  of  any  of the foregoing
shall  not  constitute  "Good  Reason"  to  the  extent  that  such
occurrence is part of a  change in benefits, compensation, policies
or practices  that  affect  either:  (i)  substantially  all of the
employees of the Company or (ii) all other senior executives of the
Company of comparable or lower status to the Executive;
                    (iv)    The failure  of  the  Company to obtain
the explicit assumption  in  writing  of  its obligation to perform
this Agreement by any  successor  as  contemplated in Section 16(a)
hereof; or
                    (v)     A change  or  relocation of Executive's
place of employment, as designated in Section 2 hereof, without his
written consent,  other  than  within  thirty  (30)  miles  of such
agreed-upon location.
             (g)    "Incapacity" means the absence of the Executive
from his employment or  the  inability  of Executive to perform his
duties pursuant to this Agreement  by  reason of mental or physical
illness, disability or incapacity for  a  period of four (4) months
or more during any twelve (12) month period during the term hereof.

        2.   Employment, Services and  Duties.   The Company hereby
employs  Executive  as  Executive  Vice  President  -  Finance  and
Administration, and Chief Financial  Officer  and as Executive Vice
President  -  Finance  and  Administration  and/or  Chief Financial
Officer with respect to  any  of  the Company's subsidiaries as the
Board of Directors of  such  subsidiaries  shall  from time to time
direct.   Subject  to  his  continued  employment  as  such  by the
Company's Board of Directors, Executive  shall have and perform the
duties  and  have  the  powers  and  authority  of  Executive  Vice
President - Finance and Administration and Chief Financial Officer.
As Executive Vice President -  Administration and Finance and Chief
Financial  Officer,  Executive  shall  supervise,  control,  and be
responsible for such  administrative  and  financial aspects of the
business  activities   and   affairs   of   the   Company  and  its
subsidiaries,  as  may  be  specified  by  the  Company's  Board of
Directors  or  the  Company's   Chief  Executive  Officer  ("CEO").
Notwithstanding the foregoing, Executive  shall perform such duties
and have such control  and  responsibilities over the financial and
accounting affairs and  reporting  of  the  Company as are normally
associated with  the  position  of  Chief  Financial  Officer.   In
connection with the performance  of his duties hereunder, Executive
shall report to and be supervised by the Company's Chief Executive
<PAGE>

Officer ("CEO"). Executive shall  render his services generally in,
and shall not be  obligated  to  maintain  his  office in any place
other than, Los Angeles, California, or its environs.

        3.   Acceptance of  Employment.    Executive hereby accepts
employment hereunder and agrees to devote his full time, energy and
skill to such employment.  Notwithstanding the foregoing, Executive
may engage in other personal business so long as the performance of
such activities does  not  materially  interfere with the efficient
and timely performance of the Executive's duties hereunder.

        4.   Compensation.  As compensation  for all services to be
rendered by Executive hereunder, the Company shall pay to Executive
a base  salary  at  the  rate  of  $275,000  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;
provided however, nothing herein shall require that the Company pay
any bonus to Executive  or  increase  the  Base  Salary.  Said Base
Salary shall be payable  in  equal  semi-monthly installments or in
such other installments as the  Company  may  from time to time pay
other similarly situated employees.

        5.   Benefits.
             (a)    During the term of  this Agreement, in addition
to the compensation provided  for  in  Section 4 of this Agreement,
Executive shall  have  the  right  to  participate  in  any profit-
sharing, pension, life,  health  and  accident  insurance, or other
employee benefit plans presently adopted  or which hereafter may be
adopted by the  Company  under  terms  no  less  favorable to those
offered or available to other  senior  executives of the Company or
comparable or lower standing than the Executive.
             (b)    Executive shall 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  a  subsequent pay period(s), provided that
the cumulative number of vacation  days accruing from and after the
date of this Agreement carried over in any one pay period shall not
exceed twenty (20) days. Executive  shall under no circumstances be
entitled to cash in lieu of  vacation  days, except in the event of
his termination of employment  with  the  Company  and then only as
specifically provided in Section 8 hereof.
             (c)    The  Company  shall  provide  Executive  with a
monthly automobile allowance  of  One  Thousand One Hundred Dollars
($1,100.00) and a car phone for use in such automobile.

        6.   Expenses.  The  Company  shall reimburse Executive for
all reasonable  travel,  hotel,  entertainment  and  other expenses
incurred  by  Executive  in  the  discharge  of  Executive's duties
hereunder, in accordance with  Company  policy regarding same, only
after  receipt  from  Executive  of  vouchers,  receipts  or  other
reasonable  substantiation  of  such  expenses  acceptable  to  the
Company.  At Executive's election, Executive's spouse may accompany
him in connection with all travel and entertainment undertaken for
<PAGE>

the  benefit  of  the  Company,  and  the  Company  shall  promptly
reimburse Executive for all  travel,  hotel, entertainment or other
related expenses incurred  for  Executive's  spouse, under the same
terms and conditions as set forth above, it being acknowledged that
Executive's spouse will  render  valuable  services  in meeting and
entertaining  business  associates  and   their  spouses  and  that
Executive's  employment  will   be   facilitated  by  the  spouse's
performance of such functions.  The Company acknowledges and agrees
that Executive (and  spouse,  if  applicable)  shall be entitled to
first class travel and hotel  accommodations while traveling on the
Company's behalf.

        7.   Term of Employment.   The term of employment hereunder
shall be for a period of three (3) years, commencing as of December
11, 1997 and  terminating  on  December  11,  2000 (the "Expiration
Date").  Executive's employment  with  the Company pursuant to this
Agreement and the term of  this  Agreement shall terminate upon the
occurrence of any of the following events:
             (a)    The death of Executive;
             (b)    Executive voluntarily leaves  the employ of the
Company, with or without  the  consent  of the Company, and without
Good Reason;
             (c)    At the  election  of  the  Company  in its sole
discretion upon the Incapacity of Executive;
             (d)    The  Company  terminates   this  Agreement  for
Cause;
             (e)    The Company terminates  this  Agreement for any
reason other than  as  set  forth  in  Sections  7(a), 7(c) or 7(d)
hereof or Executive terminates this Agreement for Good Reason; or
             (f)    Executive elects  to  terminate  this Agreement
within 120 days  of  a  Change  of  Control  pursuant to Section 9,
below.

        8.   Compensation Upon Termination; Severance
             (a)    In the event this Agreement is terminated under
Section 7 hereof, the Company shall  be obligated to pay or provide
to Executive (or his  legal  representatives,  as  the case may be)
under this Agreement the following and only the following:
                    (i)     Termination For Cause or Voluntarily by
Executive Other Than for Good Reason.    If during the term of this
Agreement, the Agreement is terminated pursuant to Sections 7(b) or
7(d), then the  Company  shall  pay  to  the  Executive  as soon as
practicable, but in no event later  than thirty (30) days after the
date of  such  termination,  the  Base  Salary  due Executive under
Section 4 hereof, up  to  the  date  of termination, along with all
benefits  due  Executive  under  Section  5  through  the  date  of
termination, such benefits to  be  paid  in the ordinary course and
with respect to the benefits  due  under  Section 5(c) pro rated as
applicable.  Executive shall not  be entitled to any other payments
under this Agreement.
                    (ii)    Termination  After  Change  of Control.
(A)  If Executive  elects  to  terminate  this Agreement within 120
days of a Change of Control pursuant to Section 9, below, Executive
shall be entitled to receive as his
<PAGE>

sole benefits under this Agreement  the following: (y) the benefits
set forth in Section 8(a)(i) above and (z) a lump sum payment equal
to 2.99 times Executive's   Annualized Compensation (the "Change of
Control Voluntary Payments"). (B)   If this Agreement is terminated
pursuant to Section  7(e)  above,  after  120  days  of a Change of
Control but within 365 days of a Change of Control, Executive shall
be entitled to payments equal  to the Severance Benefits determined
under  Section  8(   a)(iv),   below   (the  "Agreement  Payments).
(C)  If  this  Agreement  is  terminated  pursuant  to Section 7(e)
above, within 120 days of  a  Change of Control, Executive shall be
entitled to the greater of  the Change of Control Voluntary Payment
determined under  Section  8(a)(ii)(A)  or  the  Agreement Payments
determined under Section 8(a)(ii)(B).
                    (iii)   Termination for Death or Incapacity. If
this Agreement terminates pursuant  to  Section 7(a) or 7(c) above,
the  Company  shall  pay   to   the  Executive,  the  beneficiaries
designated in writing by the  Executive, or the Executive's estate,
as applicable, as soon as  practicable,  but in no event later than
thirty (30) days of the  date  of such termination, an amount equal
to the sum of (A)  the  Base  Salary  due Executive under Section 4
hereof, up to the date of  termination, along with all benefits due
Executive under Section  5  through  the  date of termination, such
benefits to be paid in the  ordinary course and with respect to the
benefits due under Section 5(b) pro  rated as applicable; plus  (B)
an amount equal to ninety (90)  days' Base Salary prorated based on
Executive's  then  annual  Base  Salary  under  Section  4  hereof.
Additionally,  if  the  termination  is  on  account  of Incapacity
arising under Section 7(c)  hereof,  the  Company shall provide for
the continuation of any  health  and  life insurance benefits until
the  Expiration   Date,   unless   Executive  commences  employment
elsewhere prior to the Expiration Date in which case the health and
life insurance benefits will be  reduced or eliminated, as the case
may be, to take into account the health and life insurance benefits
available to the Executive by the new employer.
                    (iv)    Termination Without  Cause  or for Good
Reason.    Subject  to  the  provisions  of  Section 8(b) below and
subject to reduction to take  into account any payments pursuant to
(1) below, if prior to the Expiration Date of this Agreement or its
termination pursuant to Sections  7(a)-  7(d)  or 7(f) hereof, this
Agreement  is  terminated  pursuant  to  Section  7(e)  above,  the
Executive shall receive within five  (5)  business days of the date
of satisfaction of the  provisions  of  Section 8(b) the following:
(y) an amount equal to the  balance of Executive's then annual Base
Salary which would have been paid over the remainder of the term of
this  Agreement  pursuant  to   Section   4  hereof,  and  (z)  the
"Expiration Payment", as such  term  is  defined in subsection 8(c)
below, calculated as of  the  date of termination. Executive shall:
(1)solely in the event the conditions of Section 8(b) have not been
satisfied, receive his current Base Salary through the remainder of
the term of this Agreement and the Expiration Payment calculated as
of  the  date  of  termination.   All  payments  pursuant  to  this
subsection 8(a)(iv)(1) shall be made  when such payments would have
otherwise been due under this  Agreement; (2) immediately be vested
in all stock options not otherwise already vested; and (3) continue
<PAGE>

to receive all benefits or  additional amounts described in Section
5 hereof, for  the  period  between  the  termination  date and the
Expiration Date. The  benefits  or  additional amounts described in
Section 5 shall be paid or  provided  to Executive as and when such
amounts or benefits  would  have  been  paid  to Executive had such
termination not  occurred  until  the  first  to  occur  of:(x) the
Expiration Date, (y) Executive's Death,  or  (z) until such time as
Executive obtains other  employment  which  offers such benefits to
its employees of similar  stature  with the Executive and Executive
is eligible to  receive  such  benefits.  In  the event any benefit
obtained or available to  the  Executive  in  his new employment is
less than such benefit  being  provided  pursuant to Section 5, the
Company  will  provide  for  or  pay  the  monetary  costs  of such
incremental benefits.   In  the  event  such benefits or additional
amounts cannot  be  provided  under  the  terms  of  any  plan, the
monetary value  of  substitute  coverage  for  any  such additional
amounts  or  benefits   shall   be   paid   in  lieu  of  continued
participation under such plan.  All  of the payments or benefits to
be  received  by  the  Executive  after  the  termination  of  this
Agreement pursuant to this Section 8(a)(iv) hereinafter referred to
as the "Severance Benefits".

        THE SEVERANCE BENEFITS  PROVIDED  IN  THIS SECTION 8(a)(iv)
SHALL BE PAID TO  EXECUTIVE  AS  LIQUIDATED  DAMAGES FOR ALL CLAIMS
EXECUTIVE WOULD HAVE WITH  RESPECT  TO  (i) THE TERMINATION OF THIS
AGREEMENT,(ii) ANY  COMPENSATION  DUE  EXECUTIVE  FROM  THE COMPANY
PURSUANT TO THIS  AGREEMENT  AND  (iii)  THE  INJURY TO EXECUTIVE'S
REPUTATION  AS  A  RESULT  OF  SUCH  TERMINATION.    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 EXECUTIVE WITH  RESPECT  THERETO AND THAT SUCH SEVERANCE
BENEFITS SHALL CONSTITUTE A  REALISTIC  AND REASONABLE VALUATION OF
THE DAMAGES  WITH  RESPECT  TO  EXECUTIVE'S  CLAIMS.   FURTHERMORE,
EXECUTIVE SHALL NOT BE REQUIRED  TO MITIGATE HIS DAMAGES BY SEEKING
OTHER EMPLOYMENT OR OTHERWISE, AS THE DAMAGES RESULTING TO HIM AS A
CONSEQUENCE OF THE LOSS  OF  THE  UNIQUE EMPLOYMENT ARRANGEMENT SET
FORTH  HEREIN  COULD  NOT   BE   MITIGATED  BY  SEEKING  EMPLOYMENT
ELSEWHERE, NOR SHALL ANY MONIES EARNED BY EXECUTIVE IN ANY CAPACITY
AFTER SUCH TERMINATION OR BREACH ACT  TO REDUCE SUCH DAMAGES OR THE
AMOUNT OF ANY  SEVERANCE  BENEFITS  TO  WHICH EXECUTIVE IS ENTITLED
HEREUNDER.
                _______                  _______
                Initial                  Initial

             (b)    Release.  As consideration  for and a condition
precedent to  the  Company's  obligation  to  provide  the payments
required pursuant  to  Section  8(a)(iv)(y)  and  (z)  above, on or
before such  payment  is  made  to  Executive  pursuant  to Section
8(a)(iv)(y) and  (z),  Executive  shall  simultaneously execute and
deliver to the  Company  a  release,  in  a  form acceptable to the
Company and its counsel, of  all claims against the Company arising
out of  or  pursuant  to  this  Agreement or Executive's employment
with  the  Company  pursuant   hereto,  including  any  claims  for
Severance Benefits  or  compensation  hereunder,  except for claims
pursuant to Sections 12 and 14 hereof.
<PAGE>

             (c)    Severance.  In the  event the Agreement has not
previously been terminated and  Executive  does not receive, within
90 days before the Expiration  Date,  an offer for a new employment
agreement (i) containing  terms  and  provisions  no less favorable
(with respect  to  provisions  for  term  of  employment, benefits,
bonuses, and other material  terms)  than  those  set forth in this
Agreement (as such may  be  modified  from  time  to time) and (ii)
providing for an annual  base  salary  of  no less than Executive's
then existing annual Base Salary, and as a result of the absence of
such offer Executive leaves the employ  of the Company on or within
90 days  before  the  Expiration  Date,  the  Company  shall pay to
Executive, severance pay in a  lump sum amount equal to Executive's
then annual Base Salary as  of the Expiration Date (the "Expiration
Payment").
             (d)    Deduction  Limitation.      Anything   in  this
Agreement  to  the  contrary  notwithstanding,  in  the  event  the
Company's independent  public  accountants  (the "Accounting Firm")
shall determine that receipt  of  all  payments due Executive under
Section 7 of this Agreement after a termination of employment would
cause any portion of such  payments  to be nondeductible by Company
because  of  Code  Section  162(m)  (the  "Nondeductible  Amount"),
payment  of  such  Nondeductible  Amount  shall  at  the  Company's
discretion be deferred until the later  of the fifth day of January
of the  year  following  the  year  in  which  occurs  the  date of
termination, or the date  such  payment is otherwise required under
Section 8  (without  regard  to  this  Section  8(d)) (the "Payment
Date").  In the event  this  Section  8(d) results in a deferral in
excess of 60 days after  the Payment Date, the Nondeductible Amount
subject to deferral shall  bear  interest at the Applicable Federal
Rate (determined  under  Code  Section  7872(f)(2)  on  the date of
termination) from the Payment Date  to the date payment is actually
received by Executive.

        9.   Termination upon Change of Control.   If, prior to the
termination of this  Agreement,  there  shall  occur  any Change of
Control, Executive, in his sole  discretion, may elect to terminate
this Agreement within  one  hundred  twenty  (120)  days after such
Change of Control by giving written  notice of such election to the
Company.

        10.  Covenant Not to Compete.
             (a)  Executive covenants and agrees that, in the event
this Agreement terminates  prior  to  the  Expiration  Date of this
Agreement pursuant to  either:  (i)  Section  7(d)  and both of the
following  occur:  (y)   Executive   accepts   a  position  with  a
Competitor, as  hereinafter  defined,  within  150  days  after the
termination date of  this  Agreement  and  (z) Executive engaged in
discussion(s) regarding employment  with  such Competitor within 90
days prior to the termination date of the Agreement or (ii) Section
7(b) without Good Reason;  then  and  in  such event Executive 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,  business  which competes or attempting to
compete with any of the business of the Company or any of its
<PAGE>

affiliates (a "Competitor");  provided,  however, nothing contained
herein shall prohibit Employee from directly or indirectly, owning,
managing, operating, joining, controlling or become employed by, or
rendering any services  of  any  advisory  nature  or otherwise, or
participating in the ownership, management, operation or control of
a division, subsidiary or  affiliate  of  any Competitor which does
not at the  time  of  and  for  the  duration  of its employment of
Employee compete with or has plans  to  compete with the any of the
businesses of the Company in  the geographic locations in which the
Company then does business  or  actively  plans  to do business. In
addition,  the  in  the  event  of  a  termination  of  Executive's
employment with the  Company  pursuant  to  Sections  7(c), 7(e) or
7(f),  this   provision   shall   be   rendered   null   and  void.
(b)    Notwithstanding  the   foregoing,  Executive  shall  not  be
prevented from investing his assets in  such form or manner as will
not require any services on the  part of Executive 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  Executive  owns less than one percent
(1%) of the outstanding stock of that company.

        11.  Confidentiality.  Executive  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.  Executive 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
and its affiliates which is  not  generally known to the public and
which is or was obtained by  the Executive during his employment by
the Company.  Executive  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.  Indemnification.
             (a)    The Company shall  indemnify Executive, whether
or not then in office,  to  the  fullest extent provided for in the
Company's Articles of Incorporation or  Bylaws, as in effect, or as
may thereafter be amended,  modified  or  revised from time to time
(collectively, "Company's Articles"), or permitted under the law of
Delaware or such other state in  which the Company may hereafter be
domiciled, against any  and  all  costs,  claims, judgments, fines,
settlements, liabilities, and fees  or expenses (including, without
limitation, reasonable attorneys' fees) incurred in connection with
any proceedings (including, without limitation, threatened actions,
<PAGE>

suits  or  investigations)   arising   out   of,  or  relating  to,
Executive's actions or inactions as  an  officer or employee of the
Company at any point  during  his  employment  by or service to the
Company, whether under  this  Agreement  or otherwise ("Executive's
Tenure"), including,  but  not  limited,  to  all  such  actions or
inactions arising on or before March 16, 1989.  The indemnification
contemplated  under  this  Section   12(a)  shall  be  provided  to
Executive unless,  at  the  time  indemnification  is  sought, such
indemnification would be prohibited under the law of Delaware or of
the state in which the  Company  may then be domiciled; the Company
may rely  on  the  advice  of  its  counsel  in determining whether
indemnification is so prohibited.
             (b)    In  the  event  of  any  actual  or  threatened
investigation,  administrative  proceeding  or  litigation  by  any
federal, state or local  governmental authority (including agencies
thereof) against the Company  or  any  other officer or employee of
the Company arising from actions  taken  or events occurring at any
point during Executive's Tenure,  in which proceedings Executive is
not a party or  threatened  to  be  made  a party but which require
Executive's attendance and if,  under  applicable law, or the rules
or regulations of  the  particular  governmental authority, counsel
for the Company  cannot  additionally  represent Executive upon the
provision   of   proper   substantiation,   or   such  simultaneous
representation would not be  permitted  under the applicable canons
of ethics  governing  attorneys-at-law,  then:  (i) Executive shall
have the right to  retain  such  personal legal counsel, accounting
advisors and experts as  may  be reasonably necessary in connection
with such attendance,  (ii)  the  Company  shall promptly reimburse
Executive, whether  or  not  then  in  office,  for  all reasonable
expenses  incurred  by  him  in  retaining  the  above  counselors,
advisors and experts and (iii)if Executive is no longer employed by
the Company  at  the  time  Executive's  attendance  is required at
proceeding contemplated by this Section 12(b), then, in all events,
and in addition to the  reimbursement  described in (ii) above, the
Company shall pay to  Executive  a  stipend  in  the amount of Five
Hundred Dollars ($500) per day for  each day or any portion thereof
during  which  Executive  is  in  attendance  and  shall  reimburse
Executive for  all  reasonable  travel,  hotel  and living expenses
incurred by him in connection with such attendance.
             (c)    Any reimbursement or indemnification under this
Section 12 shall be made no later than 10 days after receipt by the
Company of the written  request  of  Executive, together with, with
respect  to  expenses   incurred,   vouchers,   receipts  or  other
reasonable substantiation.
             (d)    If Executive is entitled under any provision of
this Section 12 to  indemnification  by  the  Company for some or a
portion of the  expenses,  judgments,  fines, or penalties actually
and reasonably  incurred  by  him  in  the  investigation, defense,
appeal or settlement of any  action,  suit or other proceeding, but
not, however,  for  the  total  amount  thereof,  the Company shall
nevertheless indemnify Executive for  the portion of such expenses,
judgments, fines or penalties to  which Executive is entitled.
             (e)    The indemnification provided under this Section
12 shall not  be  deemed  exclusive  of  any  other rights to which
Executive may be entitled under the Company's Articles, any
<PAGE>

resolution of the Board  of  Directors,  any agreement, any vote of
shareholders or disinterested  directors,  insurance contracts, the
law of  Delaware  or  any  other  state  in  which  the Company may
hereafter  be  domiciled,  or  otherwise,  both  as  to  actions or
inactions in Executive's official capacity or in any other capacity
at any point during  Executive's  Tenure,  even  though he may have
ceased to serve as an  officer  or  employee  of the Company at the
time of any action, suit  or  other proceeding.  Amounts payable as
indemnification under  this  Section  12  shall  be  reduced by the
amount of any other sums received by Executive for the same purpose
pursuant to any of such other provisions.
             (f)    In the event of  any  change, after the date of
this Agreement,  in  any  applicable  law,  statute,  or rule which
expands the right of  a  corporation  domiciled  in Delaware or the
state in which the Company  may hereafter be domiciled to indemnify
an officer or employee,  such  change  (to  the extent permitted by
applicable law) shall be automatically incorporated herein, without
further action of  the  parties,  to  the  extent  that such change
affects Executive's rights and the Company's obligations under this
Section 12.

             In the event of  any  change,  after  the date of this
Agreement, in any applicable law, statute, or rule which narrows or
restricts the right of a  corporation  domiciled in Delaware or the
state in which the Company  may hereafter be domiciled to indemnify
an officer or employee,  such  change  (to  the extent permitted by
applicable law) shall have no  effect  on the provisions of, or the
parties' respective rights and  obligations  under this Section 12.
In the event of an amendment  or  other revision, after the date of
this Agreement, to the  Company's  Articles which expands the right
of the Company to  indemnify  an  officer  or employee, such change
shall be automatically  incorporated  into  this Agreement, without
further action of  the  parties,  to  the  extent  that such change
relates to Executive's rights  and  the Company's obligations under
this Section 12.

             In the event of an  amendment or other revision, after
the date of this Agreement, to the Company's Articles which narrows
or restricts the right of  the  Company  to indemnify an officer or
employee, such change shall have no effect on the provisions of, or
the parties' respective rights  and obligations under, this Section
12.

             The Company agrees to  give Executive prompt notice of
any amendment to or  modification  of  the Company's Articles which
relate to its ability  to  provide the indemnification contemplated
under this Section 12.
             (g)    Notwithstanding any other provision herein, the
Company shall  not  be  obligated  pursuant  to  the  terms of this
Section 12:
                    (i)     to  indemnify  or  advance  expenses to
Executive with respect  to  proceedings  or claims (except counter-
claims  or  cross  claims)  initiated  or  brought  voluntarily  by
Executive and  not  by  way  of  defense,  except  with  respect to
proceedings brought to establish or enforce a right under this
<PAGE>

Agreement  or  a  right  to  indemnification  under  the  Company's
Articles, or any applicable law (including, without limitation, the
requirements of the  Delaware  General  Corporation  Law), but such
indemnification or advancement of  expenses  may be provided by the
Company in specific cases if the  Board of Directors finds it to be
appropriate; or
                    (ii)    to indemnify Executive for any expenses
incurred by him with respect to  any claim, issue or matter, raised
in connection with a proceeding  instituted by Executive to enforce
or interpret the  provisions  of  this  Section  12,  if a court of
competent jurisdiction renders  a  final  judgment determining that
the material assertions  made  by  Executive  with  respect to such
claim, issue  or  matter  were  not  made  in  good  faith  or were
frivolous; or
                    (iii)   to indemnify Executive  for expenses or
liabilities of any type whatsoever  (including, but not limited to,
judgments, fines, ERISA excise taxes or penalties, and amounts paid
in settlement) which have  been  paid  directly  to Executive by an
insurance  carrier  under  a  policy  of  directors'  and officers'
liability    insurance    maintained    by    the    Company;    or
(iv) to indemnify  Executive  for  expenses  or liabilities arising
from the  purchase  and  sale  by  Executive  of  securities of the
Company in  violation  of  federal  or  state  securities  laws; or
(v) to  indemnify  Executive  for  liabilities  or  with respect to
proceedings or claims relating to actions not taken in his capacity
as an officer or employee  or  on behalf of the Company, including,
without limitation, actions taken  in  his individual capacity as a
shareholder.

        13.  Equitable Remedies.    In  the  event  of  a breach or
threatened breach by  Executive  of  any  of  his obligations under
Sections 10 and 11 hereof,  Executive acknowledges that the Company
may not have an adequate remedy at law and therefore it is mutually
agreed between Executive 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 Executive from
any continuing violation or breach of this Agreement.

        14.  Advance  of  Fees  and   Expenses.    Subject  to  and
conditioned upon the Executive executing a promissory note, in form
and substance  acceptable  to  the  Company's  counsel, pursuant to
which the Executive agrees to  reimburse the Company if required by
applicable law,  the  Company  shall  advance  to  Executive to the
maximum extent provided for in  the Company's Articles or permitted
by the law of Delaware or such other state in which the Company may
hereafter be domiciled, any fees  or expenses which are included as
indemnifiable fees or  expenses  pursuant  to  Sections 12(a) above
(including,  without   limitation,   expenses   of  investigations,
judicial or administrative proceedings  or appeals, amounts paid in
settlement by or on behalf  of  Executive, and legal, accounting or
other professional fees and disbursements) which may be incurred by
Executive.

        Any advances contemplated under this Section shall be made
<PAGE>

to Executive unless, at  the  time  the  advance is requested, such
advance would be prohibited under the  law of Delaware or the state
in which the Company may then be domiciled; the Company may rely on
the advice of its counsel  in  determining whether an advance is so
prohibited.

        15.  Effective Date.  This Agreement  shall be deemed to be
effective as of the date hereof.

        16.  Miscellaneous.
             (a)    This Agreement shall be  binding upon and inure
to the benefit of  the  Company  and  any successor of the Company.
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 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 Executive.  Executive's
rights to indemnification under  Section 12 hereof, shall continue,
despite the fact that  Executive  may  cease  to be employed by the
Company,  and  shall  survive  the  termination  of  this Agreement
regardless of cause.  This Agreement  shall inure to the benefit of
and   be   enforceable    by    Executive's   personal   or   legal
representatives,  executors,   administrators,  successors,  heirs,
distributees, devisees and legatees.
             (b)    Except  as   otherwise   provided   by  law  or
elsewhere herein, Executive shall  be  entitled  to all benefits as
set forth herein  notwithstanding  the  occurrence of the following
events:
                    (i)     any   act   of   force   majeure  which
materially  and  adversely  affects   the  Company's  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
<PAGE>

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)    This Agreement may not  be modified, altered or
amended except by an  instrument  in  writing signed by the parties
hereto.
             (d)    This Agreement shall be construed in accordance
with the laws of the State  of California except to the extent that
any provision  of  Sections  12  or  14  hereof  may  relate  to an
interpretation of the corporation  laws  of  Delaware, the state in
which the Company is domiciled,  in which case such provision shall
be construed in accordance with the corporation laws of that state.
             (e)    Nothing in the 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 the
Agreement shall not constitute a breach  of this Agreement.  If any
provision  of  this  Agreement   is  invalid  or  enforceable,  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)    The  parties  hereto  agree  that  any  and all
disputes hereunder shall be  submitted  to  a  court located in Los
Angeles, California and in this regard, the parties agree that they
shall consent to  personal  jurisdiction  in  any  state and/or the
United States District Court for the Central District of California
sitting in Los Angeles, California and  agree to venue in the State
of California (an  "Action").    All  costs and expenses (including
attorneys' fees) incurred  by  the  parties  in connection with any
Action arising under this  Agreement,  shall be apportioned between
the parties by such court  based upon such court's determination of
the merits of their respective positions.
             (g)    Any notice to the Company required or permitted
hereunder shall be  given  in  writing  to  the  Company, either by
personal service, 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 with  a  copy  to  Barry L. Burten, Esq., Jeffer,
Mangels, Butler &  Marmaro  LLP,  2121  Avenue  of  the Stars, 10th
Floor, Los Angeles, California 90067.  Any such notice to Executive
shall be given in a like  manner,  and if mailed shall be addressed
to Executive at Executive's  home,  as  set  forth in the Company's
records, with a copy to J. Michael Flanagan, Esq., Flanagan, Booth,
Unger & Moses 1156  North  Brand    Boulevard, Glendale, CA. 91202.
For the  purpose  of  determining  compliance  with  any time limit
herein, a notice shall be  deemed  given  on the fifth business day
following the postmarked date, if  mailed,  or the date of delivery
if personally delivered or delivered by telex or telecopier.
             (h)    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.
<PAGE>

             (i)    The   paragraph   and   subparagraph   headings
contained in this Agreement  are  solely  for convenience and shall
not be considered in its interpretation.
             (j)    This Agreement may be  executed  in one or more
counterparts, each of which shall constitute an original.

        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


                            MAXICARE HEALTH PLANS, INC.,
                            a Delaware corporation


                               By:_________________________
                                  Alan Bloom
                                  Secretary


                            EXECUTIVE:


                              By:_________________________
                                  Richard A. Link

<PAGE>


                            EXHIBIT A




                        Claude S. Brinegar


                       Florence Courtright


                        Thomas Field, Jr.


                         Eugene Froelich


                       Dr. Charles E. Lewis


                          Alan S. Manne


                         Peter J. Ratican