```
**Exhibit 10.1**EMPLOYMENT AGREEMENT

     This Agreement is made this day of February 12, 2001, by and between SIERRA
HEALTH SERVICES,  Inc., a Nevada Corporation,  of Las Vegas, Nevada (hereinafter
referred to as "Employer"),  and Erin E. MacDonald, (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 IEMPLOYMENT/DUTIES AND POWERS

     1. Employer hereby  employs,  engages and hires Employee as Chief of Staff,
and  Employee  hereby  accepts  and agrees to such  engagement  and  employment,
subject to the general supervision and direction of Employer.

     2.  Employee  shall  perform  such  duties  as are  assigned  by the CEO 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  CEO 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 IITERM OF EMPLOYMENT - TERM OF AGREEMENT

     1.  The  term  of  employment  governed  by  this  Agreement  shall  be for
approximately  a 5 year  period  starting  February  12,  2001  and  terminating
December 31, 2005 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, 2005 or, if Employee has
become  entitled  to  any  benefit  under  Article  VII  due to  termination  of
employment  on or before  December  31,  2005,  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.

                                   ARTICLE IIICOMPENSATION 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 once a
month,  and other  compensation  payable  under  this  Agreement.  In  addition,
Employer shall pay to Employee the additional  compensation  amount set forth in
Attachment A if (i) Employee  has not given notice of voluntary  termination  as
specified in Article VII,  Section 2 hereof prior to June 30, 2001, (ii) has not
otherwise  voluntarily  terminated her employment  hereunder prior to such date,
and (iii) has complied with the obligations  imposed under Article V and Article
VI hereof  through such date.  This amount must be repaid to  Employer,  without
interest,  if at any time prior to June 30, 2002,  Employee has failed to comply
with the  obligations  imposed  under  Article V and  Article VI hereof and such
non-compliance has resulted in material harm to Employer.

     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 the corporation at the same organizational and part-time 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
future   benefits   available   under  said   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.

     5. Employee shall be eligible for a  performance-based  bonus equal to 100%
of her base salary.

                                   ARTICLE IVOTHER EMPLOYMENT

     Employee  shall devote 20 hours  weekly of her  attention,  knowledge,  and
skills  solely to the  business  and  interest  of  Employer,  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 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 VBUSINESS SECRETS

     1. Employee shall not  intentionally  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.

                                   ARTICLE VI NONCOMPETITION 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 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.

     (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 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  Noncompetition  agreement,  shall  constitute  a waiver of
Employer's rights thereafter to enforce all of the terms, covenants,  provisions
and agreements herein contained.

                                   ARTICLE VIITERMINATION 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 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  without
cause,  except as otherwise set forth in Paragraph 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,  including  those reasons set forth in Paragraph 6 of this
Article,  Employee and his/her  family shall be eligible to remain covered under
Employer's  health care 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 90 days,  37 1/2%
after  the first 180  days,  and the  remaining  37 1/2% at the end of 365 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 of such amounts which would
otherwise  be  payable  after a change in  control  or  arising as a result of a
change in control  shall 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  due to Employee's
conduct that is materially  detrimental  to the Company's  reputation,  business
relationships,  or for  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 ninety
(90) days 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.

     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 (4.0) times  Employee's  salary and the target  annual bonus for
which  Employee was eligible  for on January 31, 2001,  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% 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 (4.0) times  Employee's  salary and the target  annual bonus for
which  Employee was eligible  for on January 31, 2001,  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 the
Company  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 the  Company  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 the Company'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, the Company 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 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 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 (4.0) times
Employee's  salary and the target  annual bonus for which  Employee was eligible
for on January 31, 2001,  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.

     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 VIIIEFFECT 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.

                                   ARTICLE IXACTUAL 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 XNOTICE

     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 XIASSIGNMENT

     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 XIIENTIRE 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.

                                  ARTICLE XIIIAMENDMENT

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

                                   ARTICLE XIVVALIDITY

     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 XVSEVERABILITY

     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.

                                   ARTICLE XVIFORUM

     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 XVIIINDEMNIFICATION

     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  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.

     IN WITNESS WHEREOF,  the parties have executed this Agreement at Las Vegas,
Nevada, on the 1st day of June, 2001.

SIERRA HEALTH SERVICES, INC.

By:______________________________
     Chief Executive Officer
     P. O. Box 15645
     Las Vegas, NV 89114-5645

EMPLOYEE

By:______________________________
     Erin E. MacDonald
     9029 Grove Crest Lane
     Las Vegas, NV  89134
```