Employment Agreement - Vicki Perry

Exhibit 10.7e


EMPLOYMENT AGREEMENT


This Employment Agreement ("Agreement"), dated as of January 1,
1995, is made by and between Maxicare Health Plans, Inc., a
Delaware corporation (the "Company"), and Vicki Perry, an
individual ("Employee").

RECITALS


WHEREAS, Employee is knowledgeable and skillful in the
Company's business;
WHEREAS, the Company wishes to retain the services of Employee
as Vice President, General Manager of the Company and Employee has
agreed to render services as such;
WHEREAS, Employee 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) "Board of Directors" means the Board of Directors of
the Company.
(b) "Cause" means, as used with respect to the involuntary
termination of Employee:
(i) The continued failure or refusal by Employee to
substantially perform his duties pursuant to the terms of this
Agreement; or
(ii) The engaging by Employee in misconduct or
inaction materially injurious to the Company; or
(iii) The conviction of Employee for a felony or of a
crime involving moral turpitude.
(c) "Change of Control" means (i) the merger or
consolidation of the Company with or into any other person or
entity other than an affiliate or subsidiary of the Company if,
upon the consummation of the transaction, holders of the Company's
equity securities, immediately prior to such transaction, own less
than fifty percent (50%) of the equity; or (ii) the sale or
transfer by the Company of all or substantially all of its assets.
(d) "Incapacity" means the absence of the Employee from
his employment or the inability of Employee to perform his duties
pursuant to this Agreement by reason of mental or physical illness,
disability or incapacity for a period of thirty (30) consecutive
days.


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2. Employment, Services and Duties. The Company hereby
employs Employee as Vice President, General Manager. In connection
with the foregoing, Employee shall report to and be supervised by
the Company's Chief Executive Officer (the "CEO") or such other
person as the CEO may designate (the "Supervisor") and shall have
such duties and responsibilities as may be designated by the
Supervisor; provided, however, until and unless Employee is
notified by the CEO, Employee shall continue to report to and be
supervised by the person said Employee is currently reporting to
who shall be deemed to be the Supervisor hereunder if said person
is not the CEO. Subject to the foregoing, Employee shall have and
perform the duties and have the powers, authority and
responsibilities ordinarily associated with a person holding
Employee's position. Employee shall render his services at such
locations as the Supervisor may designate.


3. Acceptance of Employment. Employee hereby accepts
employment hereunder and agrees to devote his full time to the
Company's business and shall in no way be involved in any
activities whatsoever which might interfere with Employee's: (1)
employment with the Company; (2) satisfaction of Employee's
obligations on behalf of the Company pursuant to the terms of this
Agreement; or (3) activities on behalf of the Company in the
discharge of his duties during business hours.


4. Compensation. As compensation for all services to be
rendered by Employee hereunder, the Company shall pay to Employee a
base salary at the rate of $165,000 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. 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. In addition to the compensation provided for in
Section 4 of this Agreement, Employee 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 in a
manner comparable to those offered or available to other employees
of the Company who are similarly situated. Employee 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 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. Unused
vacation days accruing from and after the date of this Agreement in
excess of twenty (20) days at the end of each pay period shall be
extinguished without any obligation on the part of the Company;
provided, however, solely in the event Employee has accrued in
excess of twenty (20) vacation days prior to the date hereof
("Excess Vacation Days"), Employee shall be entitled to carry over
up to, but not in excess of, such amount of Excess Vacation Days
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from pay period to pay period. Notwithstanding the foregoing, or
any other Company policy to the contrary, Employee shall not be
entitled to, nor shall accrue any new vacation days during any pay
period in which Employee has Excess Vacation Days. In the event
Employee reduces the amount of Excess Vacation Days in any year
through the utilization of more than twenty (20) vacation days in
such year, Employee shall not be entitled to the restoration of
such Excess Vacation Days through the utilization of less than
twenty (20) vacation days in any subsequent year and pay period.
Employee shall under no circumstances be entitled to cash in lieu
of vacation days, except in the event of their termination of
employment with the Company and then only as specifically provided
in Section 8 hereof.


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


7. Term of Employment. The term of employment hereunder shall
be for a period of one (1) year, ...