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                                                                Exhibit 10.25

                              EMPLOYMENT AGREEMENT
                              --------------------


THIS EMPLOYMENT AGREEMENT is entered into as of the 1st day of October, 1998, by
and between Charles Miller ("Miller") and Central Reserve Life Corporation, an
Ohio corporation (the "Company").



WHEREAS, Miller possesses valuable skills, expertise and abilities in the life,
accident and health insurance business; and



WHEREAS, the Company wishes to secure the services of Miller as Executive Vice
President and Chief Financial Officer ("CFO") of the Company for a three-year
term, and Miller is willing to serve in such capacity, all upon the terms and
conditions set forth.



NOW THEREFORE, in consideration of the covenants set forth herein, the parties
hereto agree as follows:



       1.     EMPLOYMENT. The Company hereby employs Miller as its CFO
              commencing on October 1, 1998 (the "Commencement Date") and,
              unless sooner terminated as hereinafter provided, ending on the
              third anniversary of the Commencement Date (the "Term"). Miller
              hereby agrees to render such services to the Company upon the
              terms 
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              and conditions set forth in this Agreement. Miller shall devote
              his full time and attention to the business and affairs of the
              Company.



       2.     COMPENSATION.


              (a)    BASE SALARY. The Company agrees to pay Miller a base salary
                     at the annual rate of $175,000 per year, as increased from
                     time to time, payable in installments consistent with the
                     Company's payroll practices, subject to review on April 1,
                     1999.



              (b)    STOCK OPTIONS. As an inducement to Miller to enter into
                     this Agreement, the Company will grant to Miller on the
                     Commencement Date, options to purchase an aggregate of
                     100,000 shares of Common Stock (the "Options") at an
                     exercise price of $6.50 per share. 40,000 of the Options
                     will vest immediately upon issuance. 30,000 of such Options
                     shall vest on October 1, 2000, and the remaining 30,000
                     Options shall vest on the third anniversary of the
                     Commencement Date. Miller shall forfeit all unvested
                     Options if his employment with the Company is terminated,
                     except as otherwise provided in Paragraph 6.

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              (c)    OTHER COMPENSATION. Miller may also receive such cash
                     bonuses or other such cash-incentive compensation as the
                     Board of Directors of the Company may approve from time to
                     time in its sole discretion. In addition, Miller shall
                     receive a "sign-on" bonus of $50,000 on the Commencement
                     Date.



       3.     EXPENSES. The Company will pay or reimburse Miller for all
              reasonable business expenses incurred by Miller in the performance
              of his duties. In addition, the Company will reimburse Miller for
              $4,000 per month with respect to his travel to and from his
              Florida home to the Company's offices in Cleveland, Ohio, and
              temporary residence in Cleveland through April 1, 1999, at which
              time Miller will relocate to Cleveland or the then headquarters of
              the Company. In addition, when Miller relocates to the
              headquarters of the Company, all reasonable expenses of
              relocation, including moving expenses, real estate commissions and
              closing costs related to the sale of his Florida residence, shall
              be paid by the Company.


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       4.     DEATH. Miller's employment by the Company will terminate
              immediately upon his death; provided, that in the event of
              Miller's death during the Term, Miller's estate shall be entitled
              to receive the payment described in Paragraph 6(b).



       5.     DISABILITY. If Miller becomes totally or partially disabled during
              the Term, the Company shall continue to pay to Miller, as long as
              such disability continues during the Term, the level of
              compensation payable to Miller at the date his disability is
              determined, reduced dollar-for-dollar to the extent of any
              disability insurance payments paid to Miller through insurance
              programs, the premiums for which were paid by the Company or its
              subsidiaries. For purposes of this Agreement, the term "total
              disability" shall mean Miller's inability due to illness, accident
              or other physical or mental incapacity to engage in the full-time
              performance of his duties under this Agreement, as reasonably
              determined by the Board of Directors of the Company based on such
              evidence as such Board shall deem appropriate. For purposes of
              this Agreement, "partial disability" shall mean Miller's due to
              illness, accident or other physical or mental incapacity to
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              engage in only the partial performance of his duties under this
              Agreement, as reasonably determined by the Board of Directors of
              the Company based on such evidence as such Board shall deem
              appropriate.



       6.     TERMINATION.

              (a)    FOR CAUSE. The Company shall have the right to terminate
                     Miller's employment hereunder at any time during the Term
                     for Cause. For purposes of this Agreement, "Cause" shall be
                     limited to Miller's conviction of a felony or the gross
                     neglect of, and continued failure to perform substantially
                     Miller's duties under the Agreement. Notwithstanding
                     anything herein to the contrary, Miller's inability to
                     perform the duties of his position due to his death or his
                     total or partial disability shall not be deemed to
                     constitute Cause.


                     If, in the opinion of the Board of Directors of the
                     Company, Miller's employment shall become subject to
                     termination for Cause, the Board of Directors shall give
                     Miller notice to that effect, which notice shall describe
                     the matter or matters
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                     constituting such Cause. If, within thirty (30) days of
                     receipt of such notice, Miller has not substantially
                     eliminated or cured each such matter or matters, then the
                     Company shall have the right to give Miller notice of the
                     termination of his employment. Miller's employment
                     hereunder shall be considered terminated for Cause as of
                     the date specified in such notice of termination unless and
                     until there is a final determination by a court of
                     competent jurisdiction that the cause of termination of
                     Miller's employment did not exist at the time of giving
                     said notice of termination. Upon termination of Miller's
                     employment for Cause, this Agreement shall terminate
                     without further obligations to Miller other than the
                     Company's obligation (i) to pay to Miller within thirty
                     (30) days after the date of termination that portion of
                     Miller's aggregate compensation that is accrued through the
                     date of termination to the extent not theretofore paid and
                     (ii) to pay or provide to pay, to Miller on a timely basis
                     any other amounts or benefits required to be paid or
                     provided or which Miller is eligible to receive under any
                     plan, program, policy, practice, contract or

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                     agreement of the Company to the extent not theretofore paid
                     or provided.



              (b)    WITHOUT CAUSE. The Company shall have the right to
                     terminate Miller's employment hereunder without Cause at
                     any time during the Term. If the Board of Directors
                     determines to terminate Miller's employment without Cause,
                     the Company shall give notice of such termination to
                     Miller, and Miller's employment hereunder shall be
                     considered terminated without Cause as of the date
                     specified in such notice of termination. Upon termination
                     of Miller's employment without Cause, Miller shall be paid
                     the following on the date of termination (except as
                     otherwise noted): (i) that portion of Miller's aggregate
                     compensation and benefits that is accrued through the date
                     of termination to the extent not theretofore paid and (ii)
                     all cash payments that would have been payable to Miller
                     pursuant to Paragraph 2(a) had Miller remained employed by
                     the Company for one year following the date of termination
                     pursuant to this Paragraph.
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              (c)    CHANGE OF CONTROL. In the event that Miller's employment is
                     terminated in connection with a "change of control" of the
                     Company, in addition to the compensation described in
                     Paragraph 6(b) above, Miller shall be entitled to receive
                     cash compensation equal to the difference between the cash
                     compensation paid to him under Paragraph 6(b) above and the
                     cash compensation he would have received under the
                     Agreement had Miller remained employed by the Company
                     through the third anniversary of the Commencement Date.
                     Miller shall also be entitled to become vested in any
                     Options not previously vested under the terms of Paragraph
                     2 above. "Change of Control" shall mean the occurrence of
                     any of the following events:



                     (i)    Any person (as that term is defined in Section 13
                            (d) of the Securities Exchange Act of 1934, as
                            amended) shall become the "beneficial owner" of
                            securities of the Company representing more than the
                            greater of (x) fifty-one percent (51%) of the
                            combined voting power of the Company's then
                            outstanding voting securities on a fully

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                            diluted basis or (y) the largest percentage
                            shareholders on a fully diluted basis;


                     (ii)   Any consolidation or merger to which the Company is
                            a party, if following such consolidation or merger,
                            the stockholders of the Company immediately prior to
                            such consolidation or merger shall not beneficially
                            own securities representing at least fifty-one
                            percent (51%) of the combined voting power of the
                            outstanding voting securities of the surviving or
                            continuing corporation on a fully diluted basis; or



                     (iii)  Any sale, lease, exchange or other transfer (in one
                            transaction or in a series of related transactions)
                            of all, or substantially all, of the assets of the
                            Company, other than to an entity (or entities) of
                            which the Company or the stockholders of the Company
                            immediately prior to such transaction beneficially
                            own securities representing at least fifty-one
                            percent (51%) of the combined 
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                            voting power of the outstanding voting securities on
                            a fully diluted basis.


                     (d)    BY MILLER. Miller may terminate his employment
                            hereunder at any time by retirement or resignation,
                            upon notice to the Company. Upon such termination by
                            Miller, no compensation for any period after the
                            date of such termination shall be payable to Miller.


       7.     COVENANTS.

              (a)    CONFIDENTIAL INFORMATION AND TRADE SECRETS. During Miller's
                     employment by the Company, Miller will enjoy access to the
                     Company's "confidential information" and "trade secrets".
                     For purposes of this Agreement, "confidential information"
                     shall mean information which is not publicly available,
                     including, without limitation, information concerning
                     customers, material sources, suppliers financial
                     projections, marketing plans and operating methods.
                     Miller's access to which derives solely from Miller's
                     employment with the Company. For purposes of this
                     Agreement, "trade secrets" shall mean the Company's
                     processes, 
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                     methodologies and techniques known only to those employees
                     of the Company who need to know such secrets in order to
                     perform their duties on behalf of the Company. The Company
                     takes numerous steps, including these provisions, to
                     protect the confidentiality of its confidential information
                     and trade secrets, which it considers unique, valuable and
                     special assets.



              (b)    RESTRICTED USE AND NON-DISCLOSURE. Miller, recognizing the
                     Company's significant investment of time, efforts and money
                     in developing and preserving its confidential information,
                     shall not, during his employment hereunder and for a two
                     (2)-year period after the end of Miller's employment
                     hereunder, use for his direct or indirect personal benefit
                     any of the Company's confidential information or trade
                     secrets. For a two (2)-year period after the end of
                     Miller's employment hereunder, Miller shall not disclose to
                     any person any of the Company's confidential information or
                     trade secrets. 


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              (c)    RETURN OF THE COMPANY'S PROPERTY. Upon termination of
                     Miller's employment with the Company, for whatever reason
                     and in whatever manner, Miller shall return to the Company
                     all copies of all writings and records relating to the
                     Company's business, confidential information or trade
                     secrets that are in Miller's possession at such time.



              (d)    NON-COMPETITION. During Miller's employment hereunder and,
                     in the event of a Change in Control or termination of
                     Miller's employment for any reason other than for Cause,
                     for a period equal to the lesser of twelve (12) months or
                     the remainder of the original term of this Agreement,
                     Miller shall not engage, directly or indirectly, whether as
                     an owner, partner, employee, officer, director, agent,
                     consultant or otherwise, in any location where the Company
                     or any of its subsidiaries is engaged in business after the
                     date hereof and prior to the termination of Miller's
                     employment, in a business the same or similar to, any
                     business now, or at any time after the date hereof and
                     prior to Miller's termination, conducted by the 
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                     Company or any of its subsidiaries, provided, however, that
                     the mere ownership of 5% or less of the stock of a company
                     whose shares are traded on a national securities exchange
                     or are quoted on the National Association of Securities
                     Dealers Automated Quotation System shall not be deemed
                     ownership which is prohibited hereunder.


              (e)    NON-SOLICITATION. In the event of a Change in Control or
                     termination of Miller's employment for any reason other
                     than for Cause, for the period equal to the lesser of
                     twelve (12) months or the remainder of the original term of
                     the Agreement, Miller shall not, directly or indirectly,
                     induce employees of the Company or any of its subsidiaries
                     to leave such employment with the result that such
                     employees would engage in business activities which are
                     substantially similar or are closely related to the
                     business activities such employee performed on behalf of
                     the Company and which compete against the Company. 
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              (f)    ENFORCEABILITY. The necessity of protection against the
                     competition of Miller and the nature and scope of such
                     protection has been carefully considered by the parties
                     hereto. The parties hereto agree and acknowledge that the
                     duration, scope and geograhic areas applicable to the
                     non-competition covenant in this Section 7 are fair,
                     reasonable and necessary, that adequate compensation has
                     been received by Miller for such obligations, and that
                     these obligations do not prevent Miller from earning a
                     livelihood. If, however, for any reason any court
                     determines that the restrictions in this Agreement are not
                     reasonable, that consideration is inadequate or that Miller
                     has been prevented from earning a livelihood, such
                     restrictions shall be interpreted, modified or rewritten to
                     include as much of the duration, scope and geographic area
                     identified in this Section 7 as will render such
                     restrictions valid and enforceable.



              (g)    EQUITABLE REMEDIES. Notwithstanding the provisions of
                     Paragraph 10 hereof, in the event of a breach or threatened
                     breach by Miller of any of 


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                     the covenants set forth in this Paragraph, the Company or
                     any of its affiliates shall be entitled to seek in any
                     court of proper jurisdiction all appropriate remedies,
                     including, without limitation, injunctive relief and
                     monetary damages.



              (h)    SURVIVAL. The covenants set forth in this Paragraph shall
                     survive termination of this Agreement.



       8.     ARBITRATION OF DISPUTES. Any controversy or claim, arising out of
              or relating to this Agreement or the breach thereof shall be
              settled by arbitration in the City of Cleveland, Ohio, in
              accordance with the laws of the State of Ohio by three
              arbitrators, one of whom shall be appointed by the Company, one by
              Miller and the third by the first two arbitrators. If the first
              two arbitrators cannot agree on the appointment of a third
              arbitrator, then the third arbitrator shall be appointed by the
              Chief Judge of the United States District Court for the Northern
              District of Ohio. The arbitration shall be conducted in accordance
              with the rules of the American Arbitration Association, except 


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              with respect to the selection of arbitrators which shall be
              provided in this paragraph. Judgment upon the award rendered by
              the arbitrators may be entered in any court having jurisdiction
              thereof. The Company shall pay all the fees and expenses of such
              arbitrator and the other costs of arbitration. In addition, the
              Company shall pay (or Miller shall be entitled to recover from the
              Company, as the case may be) his reasonable attorneys' fees and
              costs and expenses in connection with the successful enforcement
              of any of his rights hereunder.



       9.     NOTICES. Any notice required or permitted pursuant to this
              Agreement shall be deemed to have been properly given if in
              writing and when delivered personally or by a national overnight
              courier service or five business days after being sent by United
              States mail, certified or registered, postage prepaid, addressed
              as follows:



                    If to the Company:

                    Central Reserve Life Corporation
                    17800 Royalton Road             
                    Strongsville, Ohio 4136         
                    Attention:  General Counsel     
                    

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                   If to Miller:           
                                           
                   Mr. Charles Miller      
                   5746 Masters Boulevard  
                   Orlando, Florida 32819  
                   



              or to such other place as either party may designate to the other
              by written notice in accordance with this Paragraph.



       10.    NO WAIVER. No waiver of any breach of any of the terms or
              provisions of this Agreement shall be construed or held to be a
              waiver of any other breach, or waiver of, acquiescence in or
              consent to any further or succeeding breach thereof.



       11.    ASSIGNMENT. This Agreement shall not be assignable by either party
              without the written consent of the other party. This Agreement
              shall be binding upon and shall inure to the benefit of the
              parties hereto and their respective heirs, personal
              representatives, successors and permitted assigns. 



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       12.    GOVERNING LAW. This Agreement shall be governed by, and construed
              in accordance with, the laws of the State of Ohio, without regard
              to its principles of conflicts of law.



       13.    SEVERABILITY. If any provision of this Agreement is held for any
              reason to be invalid, it will not invalidate any other provisions
              of this Agreement which are in themselves valid, nor will it
              invalidate the provisions of any other agreement between the
              parties hereto. Rather, such invalid provision shall be construed
              so as to give it the maximum effect allowed by applicable law. Any
              other written agreement between the parties hereto shall be
              conclusively deemed to be an agreement independent of this
              Agreement.



       14.    HEADINGS. Paragraph headings hereunder are for convenience only
              and shall not affect the meaning or interpretation of the
              provisions of this Agreement.



       15.    COUNTERPARTS. This Agreement may be executed in two or more
              counterparts, each of which shall be deemed an original without
              production of the others. 


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       16.    ENTIRE AGREEMENT; AMENDMENT. This Agreement contains the entire
              agreement and understanding among the parties hereto relating to
              the subject matters hereof, and supersedes all previous written or
              oral negotiations, commitments and writings with respect to the
              subject matter hereof. This Agreement may be amended only by a
              written instrument signed by each party hereto.



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



                                            CENTRAL RESERVE LIFE  CORPORATION



                                            By: /s/ Val Rajic
                                               ---------------------------------
                                            Its:  EXECUTIVE VICE PRESIDENT   


                                            /s/ Charles Miller
                                            ------------------------------------
                                                Charles Miller