EXHIBIT 10.2



                         COLLATERAL ASSIGNMENT OF RIGHTS


     THIS  COLLATERAL  ASSIGNMENT  OF RIGHTS  dated as of April 10, 2000 between
Sierra  Health  Services , Inc.,  a Nevada  corporation  ("SHS")  and Anthony M.
Marlon ("Assignor").


                                   BACKGROUND

     A.  Pursuant to the Loan  Agreement  between  Assignor  and SHS dated as of
April 10, 2000 (the "Loan  Agreement"),  SHS has agreed to extend certain credit
to Assignor, subject to the terms and conditions set forth therein.

     B.  Assignor  has  beneficial  ownership  of shares of stock with a current
value of approximately $4.4 million in Goldman Sachs Main #1 Account.  Attached,
as Exhibit A, is a list of stock in Assignor's Goldman Sachs Main #1 Account.

     NOW THEREFORE,  in  consideration  of the premises set forth herein and for
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

     1. Certain Definitions.  (a) As used herein, the following terms shall have
the meanings indicated:

     "Assigned Rights" shall have the meaning set forth in Section 2 hereof.

     "Event  of  Default"  means an  Event of  Default  as  defined  in the Loan
Agreement   and  also  means  any  breach  by  the   Assignor   of  any  of  his
representations, warranties or covenants under this Agreement.

     "Loan" means the credit facility  provided by SHS to Assignor in accordance
with the Loan Agreement.

     "Obligations"   means  all  now  existing  or  hereafter   arising   debts,
obligations,  covenants,  and duties of payment or  performance  of every  kind,
matured or unmatured,  direct or contingent,  owing, arising, due, or payable to
SHS by or from  Assignor  arising out of the Loan  Agreement or this  Agreement,
including,  without  limitation,  all  obligations  to  repay  principal  of and
interest on all Advances, and to pay interest,  fees, costs, charges,  expenses,
professional  fees, and all sums chargeable to Assignor under the Loan Agreement
or this Agreement, whether or not evidenced by any note or other instrument.

     "Uniform  Commercial  Code" means the Uniform  Commercial Code as in effect
from time to time in the State of New York.

     (b) The terms "Accounts,"  "Chattel Paper,"  "Instruments," and "Proceeds,"
shall have the meanings assigned to such terms in the Uniform Commercial Code.

     (c)  Capitalized  terms used herein and not otherwise  defined herein shall
have their respective meanings assigned in the Loan Agreement.

     2.  Collateral  Assignment  of Rights.  To secure the  complete  and timely
satisfaction of all Obligations,  Assignor hereby pledges and assigns,  grants a
security  interest in, and transfers to SHS as and by way of a security interest
having  priority over all other  security  interests,  with power of sale as set
forth below, to the extent permitted by law, all of Assignor's rights in respect
to stock owned in Assignor's  Goldman Sachs Main #1 Account,  see Exhibit A, and
any  agreement  between  the  Borrower  and SHS  relating  thereto,  whether now
existing or hereafter  arising,  and all proceeds of the foregoing  from time to
time  received,  receivable or otherwise  distributed in respect of, or exchange
for, any or all of the foregoing  (whether  such proceeds  arise before or after
the commencement of any proceeding under any applicable  bankruptcy,  insolvency
or similar law, by or against Assignor, with respect to Assignor) and all powers
and rights of Assignor now or hereafter  acquired by Assignor,  including rights
of enforcement,  under any or all of the foregoing (collectively,  the "Assigned
Rights").

     3. Title to Assigned Rights.

     (a) Assignor has absolute and exclusive title to the Assigned Rights,  free
and clear of all liens, security interests and other encumbrances,  and Assignor
shall warrant and defend his title to the Assigned Rights, subject to the rights
of SHS, against the claims and demands of all persons.

     (b)  SHS  may,  at its  sole  election  but  without  obligation  to do so,
discharge any lien, security interest or other encumbrance of any third party on
any of the  Assigned  Rights  and  all  expenses  incurred  by SHS in so  doing,
together with interest  thereon at the rate applicable under the Loan Agreement,
shall be added to the Obligations and shall be payable by Assignor on demand.

     4. Release by SHS. This  Assignment is made for  collateral  purposes only.
Upon payment in full of all  Obligations  and termination of the Loan, SHS shall
execute and deliver to Assignor all releases,  assignments and other instruments
as may be  necessary  or proper to re-vest in Assignor  all rights and  interest
conveyed  by  Assignor  to SHS by this  Agreement,  subject  to any  disposition
thereof which may have been made by SHS pursuant  hereto or pursuant to the Loan
Agreement.

     5. Cumulative Remedies; Power of Attorney; Effect on Loan Agreement. All of
SHS's  rights  and  remedies  with  respect  to  the  Assigned  Rights,  whether
established  hereby,  by the Loan Agreement,  by any other  agreements or by the
Uniform  Commercial  Code or other law, shall be cumulative and may be exercised
singularly or concurrently.  Assignor hereby authorizes SHS to make,  constitute
and  appoint  any  officer  or  agent  of SHS as SHS  may  select,  in its  sole
discretion, as Assignor's true and lawful attorney-in-fact, with power, from and
after the  occurrence  of an Event of Default,  to take any other  actions  with
respect to the Assigned  Rights as SHS reasonably  deems in the best interest of
SHS.  Assignor hereby ratifies all that such attorney shall lawfully do or cause
to be done by virtue hereof.  This power of attorney shall be irrevocable  until
all Obligations shall have been satisfied and the Loan Agreement shall have been
terminated.  Assignor  acknowledges  and  agrees  that  this  assignment  is not
intended to limit or  restrict  in any way the rights and  remedies of SHS under
the Loan  Agreement,  but rather is intended to facilitate  the exercise of such
rights and  remedies  given it by the terms of this  Assignment,  all rights and
remedies allowed by law and the rights and remedies of a secured party under the
Uniform Commercial Code.

     6. Financing  Statements.  Assignor shall execute all financing  statements
and amendments thereto and continuations thereof as SHS may request from time to
time to evidence the security  interest granted,  or intended to be granted,  to
SHS  hereunder  and will pay all filing  fees and taxes,  if any,  necessary  to
effect the filing thereof. Wherever permitted by law, Assignor authorizes SHS to
file  financing  statements  with  respect to the  Assigned  Rights  without the
signature  of  Assignor.  A copy of this  Agreement  or a copy of any  financing
statement  prepared in connection  with this  Agreement may itself be filed as a
financing  statement.  The location of Assignor's principal place of business is
at his notice  address  set forth in  Section  8.11 of the Loan  Agreement,  and
Assignor  agrees to provide SHS prior  written  notice of any change of any such
principal place of business.

     7. Waivers.  No course of dealing between Assignor and SHS, nor any failure
to exercise,  nor any delay in exercising,  on the part of SHS, any right, power
or privilege  hereunder or under the Loan  Agreement  shall  operate as a waiver
thereof;  nor shall any  single  or  partial  exercise  of any  right,  power or
privilege hereunder or thereunder preclude any other or further exercise thereof
or the exercise of any other right, power or privilege.

     8.  Severability.  The provisions of this Assignment are severable,  and if
any clause or provision shall be invalid and  unenforceable  in whole or in part
in any jurisdiction,  then such invalidity or unenforceability shall affect only
such clause or provision,  or part thereof, in such jurisdiction,  and shall not
in any manner affect such clause or provision in any other jurisdiction,  or any
other clause or provision of this Assignment in any jurisdiction.

     9. Modification.  This Assignment cannot be altered, amended or modified in
any way, except by a writing signed by the parties hereto.

     10.  Binding  Effect,  Benefits.  This  Assignment  shall be  binding  upon
Assignor and his successors and assigns,  and shall inure to the benefit of SHS,
its nominees, successors and assigns.

     11.  Governing Law. This  Assignment  shall be governed by and construed in
accordance  with the laws of the State of Nevada  without regard to the conflict
of laws principles thereof.

     12.  Counterparts.   This  Assignment  may  be  executed  in  one  or  more
counterparts, each of which when executed shall be deemed to be an original, but
all of which taken together shall constitute one of the same document.

     13. Further Action.  Assignor shall execute and deliver to SHS from time to
time all such other  agreements,  instruments  and other  documents  (including,
without limitation,  all requested financing and continuation statements and all
requested documents relating to the creation,  perfection or protection of liens
and security interests) and do all such other and further acts and things as SHS
may  reasonably  request in order further to evidence or carry out the intent of
this  Agreement  or to perfect  and  protect  the liens and  security  interests
created hereby or intended so to be.

     IN WITNESS  WHEREOF,  the parties hereto have duly executed this Assignment
effective as of the day and year first above written.




                                                   ASSIGNOR:


                                                   /s/ Anthony M. Marlon, M.D.
                                                   Anthony M. Marlon, M.D.




                                                   SIERRA HEALTH SERVICES, INC.


                                                   By:  /s/ Erin E. MacDonald
                                                   Title:   President




Executed by the Assignor
on __June 26____ , 2000


                                    EXHIBIT A


                       Goldman Sachs Main #1 Market Value
                                 As of 06/26/00
                                *Estimated Prices
<TABLE>




<CAPTION>
        Security                       Shares        Curr Price       Cost Basis     Gain/Loss        Balance

<S>                                    <C>              <C>  <C>       <C>           <C>             <C>
Cisco Systems, Inc.                    5,000.000        63 9/16        44,548.61     273,263.89      317,812.50
Federal Portfolio                    550,847.620         1.000*       550,847.62           0.00      550,847.62
Intel Corp.                            3,000.000      133 11/16       102,993.75     298,068.75      401,062.50
Morgan Stanley Dean Witter             4,000.000         83 1/4         5,625.00     277,375.00      333,000.00
Sierra Health Services               878,841.000         3 3/16        50,231.50   2,751,074.19    2,801,305.69

TOTAL Investments                                                     804,246.48   3,599,781.83    4,404,028.31
</TABLE>