INDEMNIFICATION AGREEMENT


This INDEMNIFICATION AGREEMENT is made on
_____________, between COMPREHENSIVE CARE CORPORATION,
a Delaware corporation (the "Company"), and
________________, an officer and/or member of the Board
of Directors of the Company.

WHEREAS, the Company desires the benefits of having
Indemnitee serve as an officer and/or director secure
in the knowledge that expenses, liability and losses
incurred by him in his good faith service to the
Company will be borne by the Company or its successors
and assigns in accordance with applicable law; and

WHEREAS, the Company desires that Indemnitee resist and
defend against what Indemnitee may consider to be
unjustified investigations, claims, actions, suits and
proceedings which have arisen or may arise in the
future as a result of Indemnitee's service to the
Company notwithstanding that conditions in the
insurance markets may make directors' and officers'
liability insurance coverage unavailable or available
only at premium levels which the Company may deem
inappropriate to pay; and

WHEREAS, the parties believe it appropriate to
memorialize and reaffirm the Company's indemnification
obligations to Indemnitee and, in addition, set forth
the indemnification agreements contained herein;

NOW, THEREFORE, in consideration of the mutual
agreements herein contained, the parties agree as
follows:

1.   Indemnification.  Indemnitee shall be indemnified
and held harmless by the Company to the fullest extent
permitted by its Certificate of Incorporation, Bylaws
and applicable law, as the same exists or may hereafter
be amended, against all expenses, liability and loss
(including attorneys' fees, judgments, fines, and
amounts paid or to be paid in any settlement approved
in advance by the Company, such approval not to be
unreasonably withheld) (collectively, "Indemnifiable
Expenses") actually reasonably incurred or suffered by
Indemnitee in connection with any present or future
threatened, pending or contemplated investigation,
claim, action, suit or proceeding, whether civil,
criminal, administrative or investigative
(collectively, "Indemnifiable Litigation"), (i) to
which Indemnitee is or was a party or is threatened to
be made a party by reason of any action or inaction in
Indemnitee's capacity as a director or officer of the
Company, or (ii) with respect to which Indemnitee is
otherwise involved by reason of the fact that
Indemnitee is or was serving as a director, officer,
employee or agent of the Company, or of any subsidiary
or division, or is or was serving at the request of the
Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust
or other enterprise.  Notwithstanding the foregoing,
Indemnitee shall have no right to indemnification for
expenses and the payment of profits arising from the
purchase and sale by Indemnitee of securities in
violation of Section 16(b) of the Securities and
Exchange Act of 1934, as amended.

2.     Interim Expenses.  The Company agrees to pay
Indemnifiable Expenses incurred by Indemnitee in
connection with any Indemnifiable Litigation in advance
of the final disposition thereof, provided that the
Company has received an undertaking by or on behalf of
Indemnitee, substantially in the form attached hereto
as Exhibit A, to repay the amount so advanced to the
extent that it is ultimately determined that Indemnitee
is not entitled to be indemnified by the Company under
this Agreement or otherwise.

3.     Trust Fund.

       (a)    The Company may, but is not obligated to,
establish a trust (the "Trust") to fund certain of its
obligations under this Agreement and similar agreements
with other directors and/or officers (collectively,
including Indemnitee, the "Beneficiaries").  Therefore,
in such event, in addition to Indemnitee's rights under
this Indemnification Agreement and any applicable
insurance policy, Indemnitee shall also have the right
to seek indemnification payments from the Trustee of
the trust in accordance with the terms of this
Agreement and of the trust agreement.

       (b)    All communications or demands made by and
among the Trustee and the Beneficiaries are to be made
through the individual designated as the Beneficiaries'
Representative.  As of the date of this Agreement, a
Trust has not been established, nor has a
Beneficiaries' Representative been designated.  The
Beneficiaries' Representative shall be designated and
may be changed from time to time and at any time upon
agreement of two-thirds of the Beneficiaries at such
time.

     4.     Procedure for Making Demand.  In order to
receive payment, including advance payments as set
forth in Paragraph 2, Indemnitee shall make demand upon
the Company to honor its indemnity obligations and pay
the Indemnifiable Expenses.  If the Company fails to do
so within fifteen (15) days, the Indemnitee shall then
have the right and obligation to make demand under any
applicable policy of directors' and officers' liability
insurance then in effect upon the insurance company
(the "Insurance Company") issuing such policy.  If
Insurance Company fails to pay the demand within
fifteen (15) days, then if a Trust shall have been
established, the Indemnitee, through the Beneficiaries'
Representative, shall then be entitled and obligated to
make demand upon the Trustee for such payment. 
Indemnitee shall not be required to institute a lawsuit
or take other actions against the Company, Insurance
Company or any insurer to recover the unpaid amount
prior to the Beneficiaries' Representative making a
demand and receiving payment from the Trustee on his
behalf, but the Beneficiaries' Representative shall
deliver a certificate to the Trustee at the time of
payment of each distribution certifying that no part of
such payment has been previously received from the
Company or any insurer.

     5.    Failure to Indemnify.

          (a)    If a claim under this Agreement, or
any statute, or under any provision of the Company's
Certificate of Incorporation or Bylaws providing for
indemnification, is not paid in full by the Company,
Insurance Company or Trustee, if the Trust Fund shall
have been established, within forty-five (45) days
after a written request for payment thereof has been
received by the Company, Indemnitee may, but need not,
at any time thereafter bring an action against the
Company to recover the unpaid amount of the claim and,
if successful in whole or in part, Indemnitee shall
also be entitled to be paid for the expense (including
attorneys' fees) of bringing such action.

          (b)    It shall be a defense to such action
(other than an action brought to enforce a claim for
expenses incurred in connection with any action, suit
or proceeding in advance of its final disposition) that
Indemnitee has not met the standard of conduct which
make it permissible under applicable law for the
Company to indemnify Indemnitee for the amount claimed,
but the burden of proving such defense shall be on the
Company and Indemnitee shall be entitled to receive
interim payments of interim expenses pursuant to
Section 2 hereof unless and until such defense may be
finally adjudicated by court order or judgment from
which no further right of appeal exists.  It is the
parties' intention that if the Company contests
Indemnitee's right to indemnification, the question of
Indemnitee's right to indemnification shall be for the
court to decide, and neither the failure of the Company
(including its board of directors, independent legal
counsel, or its stockholders) to have made a
determination that indemnification of Indemnitee is
proper in the circumstances because Indemnitee has met
the applicable standard of conduct required by
applicable law, nor an actual determination by the
Company (including its board of directors, any
committee or subgroup of the board of directors,
independent legal counsel, or its stockholders) that
Indemnitee has not met such applicable standard of
conduct, shall create a presumption that Indemnitee has
or has not met the applicable standard of conduct.

     6.    Retention of Counsel.

          (a)    Whether Indemnitee is seeking payment
of Indemnifiable Expenses directly from the Company or
from the Trustee, the Indemnitee or the Beneficiaries'
Representative, if the Trust Fund shall have been
established, shall have the right and obligation on
behalf of Indemnitee and other Beneficiaries, in the
case of the Beneficiaries' Representative, to (i) seek
counsel to represent Indemnitee with respect to any
matter subject to indemnification and payment
hereunder; (ii) coordinate the defense of any such
matter; and (iii) approve the fees and other expenses
of such counsel.

          (b)    Notwithstanding the foregoing,
Indemnitee may retain different counsel than the other
Indemnitees or Beneficiaries, or may incur expenses not
shared in common with the other Indemnitees or
Beneficiaries, in connection with any Indemnifiable
Litigation if in the reasonable judgment of Indemnitee
there may be legal defenses available to him which are
different from or additional to those available to the
other Indemnitees or Beneficiaries and, as a
consequence, an actual or potential conflict of
interest with the other Indemnitees or Beneficiaries
exists.  If the Trust Fund shall have been established,
Indemnitee must obtain the prior written approval of
the Beneficiaries' Representative to retain such
counsel, which consent shall not be unreasonably
withheld.  In the event that the Beneficiaries'
Representative withholds such consent, Indemnitee shall
then have the right to seek approval for such separate
counsel from the Trustee, which approval shall not be
unreasonably withheld.

          (c)    Nothing contained herein shall
prohibit Indemnitee from retaining other counsel at
Indemnitee's own expense.

     7.   Successors.  This Agreement establishes
contract rights which shall be binding upon, and shall
inure to the benefit of, the successors, assigns, heirs
and legal representatives of the parties hereto.

     8.   Contract Rights Not Exclusive.  The contract
rights conferred by this Agreement shall be in addition
to, but not exclusive of, any other right which
Indemnitee may have or may hereafter acquire under any
statute, provision of the Company's Certificate of
Incorporation or Bylaws, agreement, vote of
shareholders or disinterested directors, or otherwise.

     9.   Indemnitee's Obligations.  The Indemnitee
shall promptly advise the Company in writing of the
institution of any investigation, claim, action, suit
or proceeding which is or may be subject to this
Agreement and keep the Company generally informed of,
and consult with the Company with respect to, the
status of any such investigation, claim, action, suit
or proceeding.  Notices to the Company shall be
directed to Comprehensive Care Corporation, 16305
Swingley Ridge Drive, Suite 100, Chesterfield, Missouri 
63017, Attn:  President (or other such address as the
Company shall designate in writing to Indemnitee). 
Notice shall be deemed received three days after the
date postmarked if sent by certified or registered
mail, properly addressed.  In addition, Indemnitee
shall give the Company such information and cooperation
as it may reasonably require and as shall be within
Indemnitee's power.

    10.   Severability.  Should any provision of this
Agreement, or any clause thereof, be held to be
invalid, illegal or unenforceable, in whole or in part,
the remaining provisions and clauses of this Agreement
shall remain fully enforceable and binding on the
parties.

     11.    Modification and Waiver.  No supplement,
modification or amendment of this Agreement shall be
binding unless executed in writing by both of the
parties hereto.  No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a
waiver of any other provisions hereof (whether of not
similar) nor shall such waiver constitute a continuing
waiver.

     12.    Choice of Law.  The validity,
interpretation, performance and enforcement of this
Agreement shall be governed by the laws of the State of
Delaware.

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

          COMPREHENSIVE CARE CORPORATION


By:_________________________________________
          

                              INDEMNITEE


_________________________________________

               EXHIBIT A

         UNDERTAKING AGREEMENT



     THIS UNDERTAKING AGREEMENT (this "Agreement") is
made on _____________, between COMPREHENSIVE CARE
CORPORATION, a Delaware corporation (the "Company") and
________________, a member of the board of directors or
an officer of the Company ("Indemnitee").

     WHEREAS, Indemnitee may become involved in
investigations, claims, actions, suits or proceedings
which have arisen or may arise in the future as a
result of Indemnitee's service to the Company; and

     WHEREAS, Indemnitee desires that the Company pay
any and all expenses (including, but not limited to,
attorneys' fees and court costs) actually and
reasonably incurred by Indemnitee or on Indemnitee's
behalf in defending or investigating any such suits or
claims and that such payment be made in advance of the
final disposition of such investigations, claims,
actions, suits or proceedings to the extent that
Indemnitee has not been previously reimbursed by
insurance; and

     WHEREAS, the Company is willing to make such
payments but, in accordance with Section 145 of the
General Corporation Law of the State of Delaware, the
Company may make such payments only if it receives an
undertaking to repay from Indemnitee; and

     WHEREAS, Indemnitee is willing to give such an
undertaking;

     NOW, THEREFORE, in consideration of the mutual
promises contained herein, the parties agree as
follows:

     1.  In regard to any payments made by the Company
to Indemnitee pursuant to the terms of the
Indemnification Agreement dated March 7, 1994, between
the Company and Indemnitee, Indemnitee hereby
undertakes and agrees to repay to the Company any and
all amounts so paid promptly and in any event within
thirty (30) days after the disposition, including any
appeals, of any litigation or threatened litigation on
account of which payments were made, but only to the
extent that Indemnitee is ultimately found not to be
entitled to be indemnified by the Company under the
Bylaws of the Company and Section 145 of the General
Corporation Law of the State of Delaware, or other
applicable law.

     2.  This Agreement shall not affect in any manner
rights which Indemnitee may have against the Company,
any insurer or any other person to seek indemnification
for or reimbursement of any expenses referred to herein
or any judgment which may be rendered in any litigation
or proceeding.


     IN WITNESS WHEREOF, the parties have caused this
Undertaking Agreement to be executed on the date first
above written.



               COMPREHENSIVE CARE CORPORATION


      By:_________________________________________
       



               INDEMNITEE


_________________________________________