Exhibit 10.8(4)

                                               EMPLOYMENT AGREEMENT

     This  Agreement  is made  this 10th day of December  1999 , by and
between SIERRA HEALTH SERVICES,  Inc., a Nevada Corporation,  of
Las Vegas,  Nevada  (hereinafter  referred to as  "Employer"),  and  Laurence S.
Howard, (hereinafter referred to as "Employee").

                                   WITNESSETH

                  WHEREAS,  Employer is a publicly traded company engaged in the
business of providing managed health care services through subsidiary companies;

     WHEREAS,  Employee has expertise and experience in providing managed health
care services;  and,  WHEREAS,  Employee has made and is expected to continue to
make a major contribution to the profitability, growth and financial strength of
Employer;

                  NOW,  THEREFORE,  in  consideration of the mutual promises and
agreements hereinafter set forth, Employer and Employee agree as follows:

                                                      ARTICLE I
                                            EMPLOYMENT/DUTIES AND POWERS

         1.  Employer  hereby  employs,  engages and hires  Employee as Sr. Vice
President, HMO and Insurance Operations,  and Employee hereby accepts and agrees
to such hiring,  engagement and employment,  subject to the general  supervision
and direction of Employer.


                                                        1


<PAGE>



         2 Employee  shall  perform such duties as are assigned by the President
of Employer or his/her  designee,  and shall at all times  faithfully and to the
best of his/her  ability perform all the duties that may be required of Employee
to the reasonable  satisfaction of Employer.  Employee shall exercise only those
powers for signing  contracts and conveyances in the ordinary course of business
as are expressly  authorized by Employer's President or the appropriate Board of
Directors.  Employee  further  agrees  to  participate  in  and  assist  in  the
development of quality improvement programs offered by Employer.

                                                     ARTICLE II
                                       TERM OF EMPLOYMENT - TERM OF AGREEMENT

         1. The  term of  employment  governed  by this  Agreement  shall be for
approximately  a 5 year  period  starting  December  10,  1999  and  terminating
December 31, 2004 subject, however, to prior termination as hereinafter provided
in Article VII. Unless earlier terminated by the mutual agreement of the parties
hereto,  this Agreement shall terminate at December 31, 2004 or, if Employee has
become  entitled  to  any  benefit  under  Article  VII  due to  termination  of
employment  on or before  December  31,  2004,  at such date as Employer  has no
further obligations to Employee under Article VII; provided,  however,  that the
provisions  of Article V and  Article VI (and this  clause of Article  II) shall
survive any termination of this Agreement.


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<PAGE>



                                                     ARTICLE III
                                              COMPENSATION AND REVIEW

         1. Employer  shall pay Employee and Employee shall accept from Employer
as payment for Employee's services  hereunder,  compensation in the form of base
salary in the amount as set forth in Attachment A of this Agreement,  payable at
such  times as are deemed  appropriate  by  Employer,  but not less than twice a
month, and other compensation payable under this Agreement.

     2. (a) Employer shall  reimburse  Employee for all necessary and reasonable
business  expenses  incurred by Employee while performing  services  pursuant to
Employer's  direction.  (b)  Employee  agrees to  maintain  adequate  records of
expenses,  in such detail as Employer may  reasonably  request.  3. (a) Employee
shall also be eligible for those Employee fringe benefit programs,  bonus plans,
and stock option plans as are made  available to other  employees of Employer at
the same organizational level, and as approved by the Board of Directors.

     (b) Except for Employee's vested benefits under the Supplemental  Executive
Retirement Plan ("SERP"),  Employer may, at any time and at its sole discretion,
amend any fringe benefit  programs,  bonus  programs,  or stock option  programs
without  prior notice to Employee even though such an amendment may decrease the
benefits available under said


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<PAGE>



programs.  Notwithstanding  this subparagraph,  Employer shall have the right to
retroactively  amend Employer's  policies  concerning vacation and paid time off
accruals.

         4. Employee's  performance shall be reviewed at least annually based on
established job duties,  goals and objectives and other reasonable  standards as
deemed necessary and appropriate by Employer.

                                                     ARTICLE IV
                                                  OTHER EMPLOYMENT

                  Employee shall devote all of his time,  attention,  knowledge,
and skills  solely to the business and  interest of Employer,  unless  otherwise
authorized  by Employer,  and  Employer  shall be entitled to all of the income,
benefits,  or profits arising from or incident to all work,  work  associations,
services,  or advice of  Employee,  unless  otherwise  authorized  in writing by
Employer.  Employee  shall not,  during the term hereof,  be  interested  in any
manner,  as  partner,  officer,  director,  advisor,  employee  or in any  other
capacity  in any other  business  similar to  Employer's  business or any allied
trade,  or obtain any interest  adverse to  Employer;  provided,  however,  that
Employee may provide advice and  consultation to other entities with the written
approval of  Employer,  and  further  provided,  however,  that  nothing  herein
contained  shall be deemed to prevent or limit the right of  Employee  to invest
any of his/her  surplus  funds in the capital  stock or other  securities of any
corporation whose stock or securities are publicly owned or are regularly traded
on any public exchange, nor shall anything herein contained be deemed to prevent
Employee from  investing or limit  Employee's  right to invest  his/her  surplus
funds in



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<PAGE>



real estate.  Employee shall complete a Conflict of Interest form by February 15
of each  calendar  year and submit it to Employer for review.  All  conflicts of
interest or any potential conflicts of interest which arise during the year must
be immediately  reported to Employer.  All conflict of interest concerns must be
resolved  to  the  reasonable   satisfaction  of  Employer  as  a  condition  of
continuation of employment.

                                                      ARTICLE V
                                                  BUSINESS SECRETS

         1. Employee shall not at any time or in any manner,  either directly or
indirectly, divulge, disclose or communicate to any person, firm or corporation,
in any manner whatsoever, any proprietary or confidential information concerning
any  matter   affecting   or  relating  to  the  business  of  Employer  or  its
subsidiaries, including without limiting the generality of the foregoing, any of
their customers, the prices they obtain from providers or have obtained from the
sale of,  or at  which  they  sell or have  sold,  its  services,  or any  other
information  concerning  the  business of Employer  or its  subsidiaries,  their
manner of operation,  or their plans, if such a disclosure  would be detrimental
to the business interests of Employer or its subsidiaries.

         2. If Employee's  employment hereunder is terminated by either party at
any time  hereafter,  then Employee  agrees to turn over to Employer all papers,
documents, working papers, correspondence, memos and any and all other documents
in  Employee's  possession  relating to or  concerning  any matter  affecting or
relating to the business of Employer or its subsidiaries.



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<PAGE>



                                                     ARTICLE VI
                                              NON-COMPETITION AGREEMENT

         1.  Employee  acknowledges  that in  Employee's  employment  hereunder,
Employee will have continual  contacts with the groups,  members,  and providers
who are covered by or associated  with the managed health care programs  offered
by Employer or its subsidiaries in Nevada and other states. In all of Employee's
activities, Employee, through the nature of Employee's work, will have access to
and will acquire confidential information related to the business and operations
of Employer and its subsidiaries,  including, without limiting the generality of
the foregoing,  member and group lists, and confidential information relating to
processes,  plans,  methods of doing  business  and  special  needs of  doctors,
hospitals,  members,  groups,  pharmacies,  or other health care  providers  who
contract with Employer or its subsidiaries.  Employee acknowledges that all such
information  is  the  property  of  Employer  or  its  subsidiaries  solely  and
constitutes  confidential  information  of such  parties;  that  the  disclosure
thereof  would  cause  substantial  loss to the  goodwill  of  Employer  and its
subsidiaries;  that disclosure thereof to Employee is being made only because of
the position of trust and  confidence  which Employee will occupy and because of
Employee's agreement to the restrictions herein contained; that his knowledge of
these matters would enable him, on  termination  of this  Agreement,  to compete
with Employer or its  subsidiaries  in a manner likely to cause Employer and its
subsidiaries  irreparable harm, and disclosure of such matters would,  likewise,
cause such



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<PAGE>



harm; and that the restrictions  imposed upon Employee herein would not prohibit
Employee in earning a living.

         2. It is  understood  and  agreed by  Employee  and  Employer  that the
essence of this  Employment  Agreement  is the mutual  covenants  of the parties
herein made,  that the present and future  members and groups of Employer or its
subsidiaries  will remain  Employer's  or its  subsidiaries'  members and groups
during the term of this Agreement and following its  termination for any reason.
In  consideration  for the  employment  and continued  employment of Employee by
Employer, and also for the amount received by Employee as compensation, Employee
hereby irrevocably warrants, covenants, and agrees as follows:

                  (a) during the term of Employee's employment and after leaving
the  employment of Employer for any reason,  whether  involuntary  or voluntary,
Employee  will not take any action  whatsoever  which may or might  disturb  any
existing business relationship of Employer or its subsidiaries with any doctors,
groups, members, hospitals,  pharmacies or other health care providers in Nevada
who contract with Employer or its subsidiaries;

                  (b) for a period of one (1) year after leaving the  employment
of Employer,  Employee  will not solicit  business from the members or groups of
Employer or its  subsidiaries  in Nevada,  or in any manner disrupt any business
relationship  Employer or its subsidiaries  has with any contracted  health care
provider  in  Nevada  with whom  Employee  came in  contact  as an  employee  of
Employer.



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<PAGE>



                  (c) for a period of one (1) year after leaving the  employment
of Employer,  Employee will not,  either  directly or  indirectly,  work for any
present or future  competitors of Employer  operating in the state of Nevada who
in any manner offer any managed health care  programs,  insurance  coverage,  or
administer health care claims for employers. Such competitors shall include, but
are not limited to, HMOs,  PPOs,  insurance  companies,  utilization  management
companies, or third party administrators.

         3. The one (1) year period  specified  in this  Article  will be tolled
during any period of breach of any of the terms of Article VI by Employee.

         4.  Employee  agrees  that in the event of a breach of any term of this
Agreement,  and more particularly,  in the event of a breach of any of the terms
and  provisions of Article VI,  Employer shall be entitled to secure an order in
any suit brought for that purpose to enjoin  Employee from  violating any of the
provisions of the  Agreement  and that,  pending the hearing and the decision on
the  application  for such  order,  Employer  shall be  entitled  to a temporary
restraining  order without  prejudice to any other remedy available to Employer,
all at the expense of Employee should Employer prevail in such action.  Employee
understands  that  the  covenants  of  this  Article  are  the  essence  of this
Employment  Agreement,  and without which no Employment  Agreement with Employee
would be entered into by Employer.

     5. The  provisions  of Article VI shall in no event be  construed  to be an
exclusive  remedy and such remedy shall be held and  construed to be  cumulative
and not exclusive of any






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<PAGE>



rights or  remedies,  whether in law or equity,  otherwise  available  under the
terms of this  Agreement or under the laws of the United  States or the state of
Nevada.

         6. The  covenants  and  agreements  made by Employee in this Article VI
shall be  construed as an agreement  independent  of any other  provision in the
Agreement and the existence of any claim or cause of action by Employee  against
Employer,   whether  predicated  on  this  Agreement  or  otherwise,  shall  not
constitute a defense to the  enforcement  by Employer,  by injunctive  relief or
otherwise, of the provisions of Article VI. The invalidity of all or any part of
any  section  or  paragraph  of this  Article VI shall not  render  invalid  the
remainder of this Article or any section hereof.

         7. No failure  or  failures  on the part of  Employer  to  enforce  any
violation  by Employee of this  Non-Competition  Agreement,  shall  constitute a
waiver of Employer's rights  thereafter to enforce all of the terms,  covenants,
provisions and agreements herein contained.

                                                     ARTICLE VII
                                              TERMINATION OF EMPLOYMENT

         1.  Termination  of  employment  by either  Employer or Employee  shall
follow  established  Sierra Health  Services  Policies and Procedures  including
appropriate notice, except as otherwise specifically set forth in this Article.

     2. Employee may terminate  employment  hereunder with sixty (60) days prior
written  notice.  If  Employee is  terminated  during such sixty (60) day notice
period,  Employee  shall be entitled to be paid his customary  salary during the
remainder of the notice period. If Employee






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<PAGE>



shall voluntarily terminate employment all eligible separation  compensation and
benefits as are routinely made  available to other  employees of Employer at the
same organizational level, shall be paid or made available to Employee.

         3. If Employer shall  terminate  Employee's  employment  hereunder,  or
subsequent  to the  termination  of this  Agreement  or any similar  agreements,
without  cause,  except as  otherwise  set forth in  Paragraphs  6 and 7 of this
Article,  Employee  shall be entitled to twelve (12) months salary and all other
separation  compensation  and benefits as are routinely  made available to other
employees of Employer at the same organizational level.

         4. In the event  Employee's  employment  hereunder  terminates  for any
reason  other  than for  cause,  as set forth in  Paragraph  6 of this  Article,
Employee and his/her family shall be eligible to remain covered under Employer's
health care,  dental,  vision and life coverage  program,  at no expense,  for a
period of time equal to Employee's length of service or until Medicare eligible,
whichever occurs first, following termination of such employment.

         5.  Notwithstanding  any  other  provision  in  this  Agreement  to the
contrary,  Employee  hereby  agrees  that  any  separation  compensation  due to
Employee,  other than accrued vacation, shall be paid out 25% after the first 30
days,  37 1/2% after the first 60 days,  and the remaining 37 1/2% at the end of
180 days,  except in the event of a change in control.  Payment of such  amounts
shall fully release Employer from any and all liability of Employer  relating to
this Agreement or the employment  hereunder.  Any payments or such amounts which
would otherwise be payable after a change in control,  or arising as a result of
a change in control, shall



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<PAGE>



be made in a lump sum within five (5) business  days  following  the date of the
change in control and shall,  except as otherwise  provided in any other benefit
program or in this Agreement,  fully release Employer from any and all liability
of Employer relating to this Agreement or the employment hereunder.

         6. If Employer shall terminate  Employee's  employment for Cause, which
is  defined  as  (1)  Employee's  conduct  that  is  materially  detrimental  to
Employer's   reputation   or   business   relationships,   or   (2)   Employee's
misappropriation  of Employer's  funds,  Employee shall be eligible for four (4)
weeks salary and any other separation compensation and benefits as are routinely
made available to other employees of Employer at the same organizational  level,
as full and final  payment under this  Agreement.  Payment of such amounts shall
fully release  Employer from any and all liability of Employer  relating to this
Agreement or the employment hereunder.

         7. (a) If Employee is unable to perform Employee's duties hereunder, by
reason of illness or  incapacity  of any kind,  for a period of more than twelve
(12) months in excess of accrued sick leave, Employee's employment hereunder may
be  terminated  by Employer at its  absolute  discretion  with one week of prior
written notice.

                  (b) If Employee's  illness or incapacity shall have ended, and
Employee  shall have  assumed  Employee's  duties  hereunder,  prior to the date
specified  in the notice of  termination,  Employee  shall be entitled to resume
Employee's employment hereunder as if such notice had not been given.



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<PAGE>



         8. In the  event  of a change  in  control  of  Employer,  whereby  any
"person"  (as  such  term  is used  in  Sections  3(a)(9)  and  13(d)(3)  of the
Securities Exchange Act of 1934) is or becomes the beneficial owner, directly or
indirectly,  of securities of Employer  representing 51% or more of the combined
voting power of the then outstanding  securities of Employer, and such change in
control was not  approved by a majority of the Board of  Directors  of Employer,
Employee,  at his/her  sole  option,  shall be  entitled  to  terminate  his/her
employment  hereunder  and,  upon such  termination,  will be entitled to a cash
amount equal to (2.99) times  Employee's  current  salary and the target  annual
bonus for which Employee is eligible in the year of  termination,  together with
any other  separation  compensation and benefits as are routinely made available
to other  employees  of Employer at the same  organizational  level.  Employee's
right to  terminate  under this  Paragraph 8 may be exercised at the time of the
change in control or at any time  within two years  after the change in control,
including  upon  receipt of any notice that  Employer  has elected to  terminate
Employee's employment without cause during such two-year period. Payment of such
amounts shall be made in a lump sum within five (5) business days  following the
date such  amounts  become  payable  hereunder  and shall,  except as  otherwise
provided  in any other  benefit  program  or in this  Agreement,  fully  release
Employer  from any and all liability of Employer  relating to this  Agreement or
the employment hereunder.

         9. In the  event  of a change  in  control  of  Employer,  whereby  any
"person"  (as  such  term  is used  in  Sections  3(a)(9)  and  13(d)(3)  of the
Securities Exchange Act of 1934) is or becomes the beneficial owner, directly or
indirectly, of securities of Employer representing 51%


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<PAGE>



or more of the  combined  voting  power of the then  outstanding  securities  of
Employer,  and such  change in control is approved by a majority of the Board of
Directors of Employer,  Employee,  at his/her sole option,  shall be entitled to
terminate  his/her  employment  hereunder  and, upon such  termination,  will be
entitled to a cash amount equal to (2.99) times  Employee's  current  salary and
the  target  annual  bonus  for  which  Employee  is  eligible  in the  year  of
termination, together with any other separation compensation and benefits as are
routinely   made   available  to  other   employees  of  Employer  at  the  same
organizational  level,  if, within two (2) years after the effective date of the
change  in  control  any one of the  following  occurs:  (a) the  assignment  to
Employee of any duties  inconsistent with Employee's position (including status,
offices,   titles,   and  reporting   requirements),   authority,   duties,   or
responsibilities  or any other  action by  Employer  that  results in a material
diminution in such position,  authority, duties, or responsibilities,  excluding
for this  purpose  an action  not taken in bad  faith  and that is  remedied  by
Employer  within 10 days  after  receipt of written  notice by  Employee;  (b) a
reduction in Employee's  annual base salary or target bonus;  (c) the relocation
of Employer's  principle executive offices to a location more than 75 miles from
the current location of such offices or (d), in the event such change in control
occurs  within  the final two years  prior to the  calendar  date  stated as the
termination  date of the  Agreement  in Article II, and if, prior to such stated
termination date and prior to termination of Employee's employment, Employer has
not offered to enter into an  extension  of this  employment  agreement or a new
employment agreement providing benefits  substantially equal to those under this
agreement for a term to extend until at least two years after


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<PAGE>



the date of such  change in  control.  In  addition,  if  Employee's  employment
hereunder is terminated for reasons other than those set forth in Paragraph 6 or
7 of this Article  within two (2) years after the effective  date of a change in
control  which was  approved by a majority  of  Employer's  Board of  Directors,
Employee  shall be entitled to a cash amount  equal to (2.99)  times  Employee's
current salary and the target annual bonus for which Employee is eligible in the
year of  termination,  together  with  all  other  separation  compensation  and
benefits as are routinely made  available to other  employees of Employer at the
same organizational  level.  Payment of such amounts shall be made in a lump sum
within five (5) business  days  following the date such amounts  become  payable
hereunder,  and shall, except as otherwise provided in any other benefit program
or in this  Agreement,  fully  release  Employer  from any and all  liability of
Employer relating to this Agreement or the employment hereunder.

         10. Anything  contained herein to the contrary  notwithstanding  in the
event that  Employer  shall  discontinue  operation of Employer  other than as a
result of a merger,  consolidation  or  acquisition,  then this Agreement  shall
terminate and the provisions of Article VI shall terminate as of the last day of
the month in which Employer  ceases  operation with the same force and effect as
if such  last day of the  month  were  originally  set as the  termination  date
hereof.

         11. Any amounts payable under this Article VII shall also be payable to
Employee in the event  Employee is  terminated  without  cause during the 90-day
period prior to a Change in Control.



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<PAGE>



         12.  Whether or not Employee  becomes  entitled to any  payments  under
Paragraphs  1 through  11 of this  Article  VII,  if any  payments  or  benefits
received,  or to be received,  by Employee  (including the vesting of any option
and other non-cash benefits and property),  whether pursuant to any provision of
this Agreement or any other plan,  arrangement or agreement with Employer or any
affiliated  company,  excluding  the  Gross-Up  Payment  described  herein (such
payments and benefits being the "Total Payments"), will be subject to any excise
tax imposed under section 4999 of the Internal  Revenue Code of 1986, as amended
(such excise tax,  including  penalties and interest thereon,  being the "Excise
Tax"),  Employer  shall pay to Employee  an  additional  amount  (the  "Gross-Up
Payment") such that the net amount retained by Employee, after reduction for any
Excise Tax on the Total  Payments and any federal and Excise Tax on the Gross-Up
Payment,  shall be  equal to the sum of (i) the  Total  Payments  plus  (ii) any
deductions  disallowed for federal income tax purposes  because of the inclusion
of the Gross-Up Payment in Executive's  adjusted gross income  multiplied by the
Executive's  highest  marginal rate of federal income  taxation for the calendar
year in which the Gross-Up Payment is to be made.

                                                    ARTICLE VIII
                                                  EFFECT OF WAIVER

               The waiver by either  party of a breach of any  provision of this
agreement shall not operate or be construed as a waiver of any subsequent breach
thereof.



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<PAGE>



                                                     ARTICLE IX
                                           ACTUAL ATTORNEY'S FEES EXPENDED

               Employer and Employee  agree that all attorneys  fees expended by
either party in any dispute, arbitration or litigation concerning this Agreement
will be paid by the losing party in that dispute, arbitration or litigation.

                                                      ARTICLE X

                                                       NOTICE

               Any and all notices  referred to herein  shall be  sufficient  if
furnished in writing,  sent by registered mail to the representative  parties at
the addresses subscribed below their signatures to this Agreement.

                                                     ARTICLE XI

                                                     ASSIGNMENT

               The rights,  benefits  and  obligations  of  Employee  under this
Agreement shall be assignable,  and all covenants and agreements hereunder shall
inure to the benefit of and be enforceable by or against  Employer's  successors
or assigns.

                                                     ARTICLE XII
                                                  ENTIRE AGREEMENT

               This Agreement contains the entire Agreement between the parties,
and the parties  hereby agree that no other oral  representations  or agreements
have been entered into in connection with this transaction.


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<PAGE>



                                                    ARTICLE XIII

                                                      AMENDMENT

               No amendment or  modification  of this Agreement  shall be deemed
effective, unless or until, it is executed in writing by the parties hereto.

                                                     ARTICLE XIV

                                                      VALIDITY

               This  Agreement,  having been executed and delivered in the State
of Nevada,  its validity,  interpretation,  performance and enforcement  will be
governed by the laws of that state.

                                                     ARTICLE XV

                                                    SEVERABILITY

               It  is  mutually  agreed  that  all  of  the  terms,   covenants,
provisions, and agreements contained herein are severable and that, in the event
any of them shall be held to be invalid by any competent  court,  this Agreement
shall be interpreted as if such invalid term, covenant,  provision, or agreement
were not contained herein.



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<PAGE>



                                                     ARTICLE XVI

                                                        FORUM

               The parties  hereto  consent and agree that any action to enforce
this  Agreement or any provision  therein or any rights  hereunder or any action
relating to the  employment of Employee  with  Employer  shall be brought in the
State of Nevada.

                                                    ARTICLE XVII

                                                  INDEMNIFICATION

     Employer shall  indemnify  Employee  whether or not then in office,  to the
fullest extent provided for in Employer's  Articles of  Incorporation or Bylaws,
as in effect, or as may thereafter be amended,  modified or revised from time to
time (collectively, "Employer's Articles"), or permitted under the law of Nevada
or such other state in which  Employer 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,  suits or  investigations)  arising out of, or relating to,  Employee's
actions or in actions as a  director,  officer or  employee  of  Employer at any
point  during  his  employment  by or service to  Employer,  whether  under this
Agreement,  any prior employment  agreements or otherwise.  The  indemnification
contemplated  under this Section  shall be provided to Employee  unless,  at the
time indemnification is sought, such  indemnification  would be prohibited under
the law of



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<PAGE>



Nevada or of the state in which  Employer  may then be  domiciled;  Employer may
rely on the advice of its counsel in determining  whether  indemnification is so
prohibited.


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<PAGE>



     IN WITNESS WHEREOF,  the parties have executed this Agreement at Las Vegas,
Nevada, on the       day of                , 19 .


SIERRA HEALTH SERVICES, INC.

By:______________________________
               President
               P. O. Box 15645
               Las Vegas, NV 89114-5645


EMPLOYEE

By:______________________________
               Laurence S. Howard
               7429 Bush Garden
               Las Vegas, NV  89129


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