EXHIBIT 10.1



                                 LOAN AGREEMENT


     THIS LOAN AGREEMENT dated as of April 10, 2000 (as the same may be amended,
supplemented or otherwise  modified from time to time, the "Agreement"),  by and
for Sierra  Health  Services , Inc., a Nevada  corporation  (the  "Lender")  and
Anthony M. Marlon (the  "Borrower").  This Agreement  establishes  the terms and
conditions that will govern the Loan from the Lender.

                                    RECITALS

     All terms not otherwise defined above or in this Introductory Statement are
as defined in Article 1 hereof, or as defined elsewhere herein.

     The  Borrower has  requested  the Lender to provide a Loan in the amount of
$2,500,000.

     The Loan will also be secured by an assignment of the Borrower's  rights in
the Collateral (as hereinafter defined) pursuant to the Collateral Assignment of
Rights  dated as of April 10,  2000 (the  "Assignment")  between  the  Lender as
assignee and the Borrower as assignor.

     Subject to the terms and conditions set forth herein, the Lender is willing
to make the Loan to the Borrower.

     Accordingly, the parties hereto hereby agree as follows:


1.       DEFINITIONS

     For  the  purposes  hereof  unless  the  context  otherwise  requires,  the
following terms shall have the meanings indicated.  Unless the context otherwise
requires,  any of the following terms may be used in the singular or the plural,
depending on the reference:

     "Business Day" means a day on which banks are open in Las Vegas.

     "Collateral" shall mean the Assigned Rights, as such term is defined in the
Assignment.

     "Default" has the meaning given to that term in Section 6.1 below.

     "Dollars" means the lawful currency of the United States of America.


     "Interest  Rate" shall  mean,  with  respect to the Loan,  a rate per annum
during each Interest  Period of 0.10% plus the interest rate at which the Lender
is able to borrow funds  pursuant to the Sierra Credit  Agreement at the time of
the making of the Loan in an amount and for the approximate  period of the Loan,
it being  understood  and agreed that a written  statement  by the Lender of the
interest rate at which it is able to borrow shall be conclusive evidence of such
rate absent manifest error.

     "Loan" means a loan or loans made by the Lender to the Borrower  under this
Agreement or, as the case may be, the outstanding  principal balance of any such
loan.

     "Maximum Loan Amount" means two million five hundred thousand dollars
($2,500,000)plus accrued interest.

     "Obligations"  means  the due and  punctual  payment  of  principal  of and
interest on the Loan, all fees and other monetary obligations of the Borrower to
the Lender under this Agreement.

     "Persons" includes any individual, company, corporation, firm, partnership,
joint venture, association,
     organization,  trust,  state or agency of a state (in each case, whether or
not having separate legal personality).

     "Sierra Credit  Agreement"  means the Credit  Agreement dated as of October
30, 1998, as amended, among the Lender, as borrower, various lenders and Bank of
America National Trust and Savings Association as Agent.

     "Sum  Outstanding"  means the  total  principal  amount of any  outstanding
Loans, together with all accrued but unpaid
interest, fees and other amounts payable hereunder.

     "Termination  Date" means June 30,  2002,  unless  extended  or  terminated
earlier pursuant to Section 2.4 of the Agreement.


2.       THE LOAN

     2.1. Making the Loan. The Lender agrees,  upon the terms and subject to the
conditions set forth in this
     Agreement,  from and  including  the date hereof  through and including the
Termination Date, to make the Loan to the Borrower in an
     amount which will not exceed the Maximum Loan Amount.  Subject to the terms
of this Agreement, the Borrower may borrow, repay and
reborrow Loans at any time prior to the Termination Date.

     2.2.  Borrowing  Notice.  The  Borrower  shall give the Lender  irrevocable
notice not later than 12:00 noon (Las Vegas time) at least three  Business  Days
before the proposed borrowing date (the "Borrowing Date") of any Loan specifying
(i) the  Borrowing  Date of such Loan which shall be a Business Day and (ii) the
principal amount of such Loan.

     2.3.  Interest.  Subject to the  provisions  of Section 2.8, the Loan shall
bear  interest  at a rate per annum  (computed  on the basis of the actual  days
elapsed over a year of 360 days) equal to the Interest  Rate.  Interest shall be
payable  [(subject to the next sentence)]  quarterly on the last Business Day of
each March,  June,  September,  and December,  and at maturity.  Interest  shall
automatically  be capitalized  when due and payable until June 30, 2002, so long
as all other conditions of borrowing described herein are satisfied and there is
sufficient  availability  under the Maximum Loan Amount.  Interest  shall accrue
from and including the date of each Loan to but excluding the date on which such
Loan is paid.

     2.4. Repayments.  (a) The Borrower promises to pay to the Lender (or to the
Lender's order) the outstanding
     amount  of the Loan,  interest  and other  charges  permitted  under and in
accordance with this Agreement on the Termination Date.

     (b) In the event the  Borrower  sells any shares of stock of the Lender now
owned of record or beneficially by the Borrower or hereafter  acquired by him in
excess of 50,000  shares,  the  Borrower  promises  to pay to the  Lender,  as a
prepayment  of the  Loan,  25% of the net  proceeds  of any such  sale up to the
extent of the Sum  Outstanding.  Such payment shall be made to the Lender (or to
the Lender's  order) not more than three  Business Days after the receipt by the
Borrower of the proceeds of such sale.

     (c) The Borrower  shall have the right at his option on any Business Day to
prepay the Loan, in whole or in
part, upon at least three Business Days prior written notice to the Lender.

     (d) Any  prepayment  of the Loan which is made on a day other than the last
day of an Interest  Period shall be  accompanied by any amount due under Section
7.2(b)(4) hereof in respect of such prepayment.  Each notice of prepayment shall
specify the  prepayment  date,  the principal  amount of the Loan to be prepaid,
shall be  irrevocable  and shall  commit the  Borrower to prepay the Loan in the
amount and on the date stated therein.

     2.5.  Default  Interest.  So long as a Default  shall have  occurred and be
continuing (after as well as before judgment), the Borrower shall on demand from
time to time pay  interest on the then  unpaid  amount of the  Obligations  then
outstanding  at a rate per annum of 200 basis  points (2%) in excess of the rate
then in effect, subject to the provisions of Section 2.8.

     2.6.  Manner of Payments.  All payments by the Borrower  hereunder shall be
made in Dollars in federal or other  immediately  available funds to the account
of the Lender in accordance with the wire transfer  instructions provided by the
Lender from time to time.  Any such payment  received after 11:00 a.m. Las Vegas
time on the date when due shall be deemed  received  on the  following  Business
Day.

     2.7.  Purpose.  The  Borrower  may use  proceeds of the Loan for payment of
accrued interest, fees and expenses due
hereunder or incurred in connection herewith, or for any other lawful purposes.

     2.8.   Applicable   Law.   Anything  in  this  Agreement  to  the  contrary
notwithstanding, the interest rate on the Loan shall in no event be in excess of
the maximum interest rate permitted by applicable law.


3.       REPRESENTATIONS AND WARRANTIES

     On a continuing basis, the Borrower  represents,  warrants and covenants to
the Lender that:

     3.1. No Consents. No order, consent, license,  authorization,  recording or
registration  is required to  authorize  or is required in  connection  with the
execution, delivery and performance or the legality, validity, binding effect or
enforceability  of this  Agreement or the  Assignment  Agreement,  any documents
executed in connection  with this Agreement or the  Assignment  Agreement or any
transactions contemplated by this Agreement or the Assignment Agreement.

     3.2.  No   Litigation.   There  are  no  actions,   suits,   litigation  or
investigations,  pending or threatened, against the Borrower that could (i) have
a material adverse effect on his financial  condition or (ii) affect his ability
to enter into and perform his  obligations  under this  Agreement  or any of the
transactions contemplated by this Agreement.

     3.3.  No  Material  Adverse  Change.  Since  the  date of the  most  recent
financial  statements of the Borrower delivered to the Lender, there has been no
material adverse change in the financial condition of the Borrower.

     3.4.  Disclosure.  Neither  this  Agreement  nor the  Borrower's  financial
statements furnished to the Lender by the Borrower, at the time it was furnished
or delivered,  contained any untrue  statement of a material fact or, omitted to
state a material fact necessary under the circumstances  under which it was made
in order to make the statements contained herein or therein not misleading.



4.       AFFIRMATIVE COVENANTS

     Until  this  Agreement  has  terminated  and all  amounts  and  Obligations
outstanding  hereunder or any other documents executed in connection  therewith,
have been indefeasibly paid in full, the Borrower will:

     4.1.  Compliance  with  Laws.  Comply in all  material  respects,  with all
applicable  laws,  statutes,  codes,  ordinances,  regulations,  rules,  orders,
awards,  judgments,  decrees,  injunctions,  approvals and permits applicable to
him.

     4.2. Payment of Taxes. Pay all taxes,  assessments and governmental charges
imposed  upon  him or upon  his  property  and all  claims  (including,  without
limitation,  claims for labor, materials,  supplies or services) which would, if
unpaid,  become a lien upon his property,  unless, in each case, the validity or
amount thereof is being  contested in good faith by appropriate  proceedings and
he has maintained adequate reserves with respect thereto.

     4.3.  Bankruptcy.  Notify the Lender in writing  before filing any petition
seeking the protection of any bankruptcy, insolvency or any similar statutes.

     4.4. Financial and Credit  Information.  (a) Notify the Lender immediately,
in writing,  of any change in his financial  condition or prospects  which would
materially and adversely  affect his ability to repay any  obligation(s)  to the
Lender  according to the terms of this  Agreement.  (b) Comply with any requests
from the Lender for additional documentation required to be filed or executed by
the  Borrower  from  time to  time by  applicable  law or  otherwise  reasonably
requested by the Lender.


5.       CONDITIONS PRECEDENT TO LOANS

     5.1. Conditions Precedent to Loan. It shall be a condition precedent to the
effectiveness  of this  Agreement and the making of the Loan  hereunder that the
Lender shall have received the following,  in form and substance satisfactory to
the  Lender in its sole  discretion:  (a) this  Agreement  shall have been fully
executed;

     (b) the Assignment Agreement shall have been fully executed;

     (c) such other documents as the Lender may request.


6.       DEFAULTS; REMEDIES

     6.1. Defaults. A default ("Default") will occur under this Agreement if:

     (a) the Borrower  fails to make any payment of principal  when it is due as
required  by this  Agreement  or fails to make any  payment of  interest or fees
within 20 days after it is due as required by this Agreement;

     (b) any  representation  or warranty  contained  in this  Agreement  or any
document delivered to the Lender in connection herewith shall prove to have been
false or  misleading  in any  material  respect  at the time when made or deemed
made;

     (c) the Borrower shall breach any other  provision of this Agreement or the
Assignment  Agreement  which  breach  is not  cured  within  30 days  after  its
occurrence;

     (d) the Borrower  shall  generally  not pay his debts as they become due or
shall admit in writing his  inability to pay his debts,  or shall make a general
assignment  for the benefit of  creditors;  or the Borrower  shall  commence any
case,  proceeding or other action seeking to have an order for relief entered on
his behalf as debtor or to adjudicate  him a bankrupt or  insolvent,  or seeking
arrangement,  adjustment or  composition  of his debts under any law relating to
bankruptcy, insolvency or relief of debtors or seeking appointment of a trustee,
custodian or other similar  official for his or for all or any substantial  part
of his  property  or shall  file an answer or other  pleading  in any such case,
proceeding or other action  admitting the material  allegations of any petition,
complaint or similar  pleading  filed  against him or  consenting  to the relief
sought  therein;  or the Borrower  shall take any action to authorize any of the
foregoing;

     (e) any involuntary  case,  proceeding or other action against the Borrower
shall be commenced  seeking to have an order for relief  entered  against him as
debtor or to  adjudicate  him a bankrupt or insolvent,  or seeking  arrangement,
adjustment  or  composition  of his debts under any law relating to  bankruptcy,
insolvency or relief of debtors, or seeking appointment of a trustee,  custodian
or other  similar  official  for him or for all or any  substantial  part of his
property,  and such case, proceeding or other action (i) results in the entry of
any order for relief against him or (ii) shall remain  undismissed  for a period
of thirty (30) days;

     (f) an attachment is levied  against all or any portion of the  Collateral;
or

     (g) final  judgment(s)  for the payment of money in an aggregate  amount in
excess of  $5,000,000  shall be rendered  against the Borrower and within thirty
(30) days from the entry of judgment  shall not have been  discharged  or stayed
pending  appeal or shall not have been  discharged  within thirty (30) days from
the entry of a final order of affirmance on appeal;

     (h) the Lender  determines  that there is a material  adverse change in the
Borrower's financial condition,  as compared to his condition on the date hereof
after giving effect to the making of the Loans  hereunder and the application of
the proceeds thereof in accordance with Section 2.7 hereof.

     6.2.  Remedies.  Upon the  occurrence of a Default,  the Lender may, at its
option,  declare all Loans  together  with all accrued  interest  and fees to be
immediately due and payable, and terminate the Lender's commitment to make Loans
hereunder.


7.       INDEMNIFICATION

     7.1.  Indemnification  of the Lender.  The Borrower  hereby  agrees to hold
harmless the Lender, its affiliates,  and its employees from any and all claims,
liabilities,  and/or  damages,  in any way  related to, or arising out of, or in
connection with, the Assignor's  assigning of the Assigned Rights,  the Lender's
exercise of rights under this Agreement or the Assignment  Agreement,  except to
the extent any such claim results from the Lender's gross  negligence or willful
misconduct.

     7.2. Miscellaneous Indemnities.  The Borrower shall on demand indemnify the
Lender against:

     (a) any cost or increased  cost in maintaining  the Lender's  commitment to
make  Loans  hereunder,  all or  any  part  of any  Loan,  or any  other  amount
outstanding under this Agreement or any reduction in the effective return to the
Lender  under this  Agreement  or in the rate of overall  return on its  capital
below that which it would have been able to achieve but for its entering into or
giving  effect  to  this  Agreement,  in  each  case,  which,  in  the  Lender's
determination,  is sustained or incurred directly or indirectly as a consequence
of, or of compliance  with,  any change in law or regulation or any directive or
the like (whether or not having the force of law) of any  governmental  or other
regulatory  body or authority  including any law,  regulation,  directive or the
like relating to reserve assets,  liquidity or monetary control or affecting the
manner in which the Lender allocates  capital resources to its obligations under
this Agreement;

     (b) any funding and any other cost, expense or liability (including loss of
profit,  legal fees and taxes) sustained or incurred by the Lender (1) to render
this  Agreement  and the  Assignment  Agreement  enforceable  and  admissible in
evidence in any  enforcement  proceedings  commenced by the Lender in connection
with this  Agreement or the  Assignment  Agreement,  (2) in connection  with the
administration  of, or in protecting or enforcing the Lender's rights under this
Agreement or the Assignment  Agreement  and/or any amendment  thereto,  (3) as a
result of the occurrence or  continuance  of any Default  (whether in connection
with any act or thing done as set out in  Article 9 or  otherwise),  or (4) as a
result of the  receipt or recovery by the Lender of all or any part of a Loan or
an overdue sum otherwise than on the last day of an Interest  Period  applicable
to a Loan or, as the case may be, a period selected by the Lender and applicable
to that overdue sum; and

     (c)  any  stamp,  documentary,  registration  or  similar  tax  payable  in
connection  with the  entry  into,  registration,  performance,  enforcement  or
admissibility   in  evidence  of  this  Agreement  and/or  any  such  amendment,
supplement  or waiver,  promptly and in any event before any interest or penalty
becomes  payable,  together with any liability with respect to or resulting from
any delay in paying or omission to pay any such tax.


8.  MISCELLANEOUS

     8.1. Cost of  Collection.  If the Borrower  fails to make any payment under
this  Agreement  as and when  required,  the  Borrower  must pay,  to the extent
permitted by applicable law, the Lender's court and collection costs,  including
legal fees  actually  incurred,  any costs  incurred in the  disposition  of the
Collateral,  and, if the  Borrower's  Loan is  referred  for  collection  to any
attorney  not  employed  by the Lender or one of its  affiliates,  the  Lender's
reasonable attorney fees actually incurred.

     8.2. Delay in Enforcement; No Waiver. The Lender can choose to delay or not
to enforce any of its rights under this Agreement without losing such rights. If
the Lender  chooses not to exercise or enforce any of its rights,  the  Borrower
agrees  that the Lender is not  waiving  the right to enforce  such  rights at a
later time or any of its other rights.  Any waiver of the Lender's  rights under
this Agreement must be in writing.

     8.3.  Waivers.  To the extent  permitted  by  applicable  law, the Borrower
waives his rights to require the Lender,  (a) to demand  payments of amounts due
(known as "presentment"); (b) to give notice that amounts due have not been paid
(known as "notice of dishonor");  and (c) to obtain an official certification of
non-payment (known as "protest").

     8.4.  Successors  and  Assigns.  (a) Subject  to Section 8.5  hereof,  this
Agreement  shall  be  binding  upon  and  inure  to the  benefit  of the  heirs,
executors, administrators, legal representatives,  successors and assigns of all
the parties to this Agreement.  So long as no Default shall have occurred and be
continuing the Lender will not make any assignment of all or part of its rights,
obligations  and  remedies  under this  Agreement  or the  Assignment  Agreement
without  the  consent of the  Borrower  (such  consent  not to  unreasonably  be
withheld). Any such assignee of such rights and obligations shall be entitled to
the full  benefit of this  Agreement  and the  Assignment  Agreement to the same
extent as if it were an original  party in respect of the rights or  obligations
assigned or  transferred  to it. The Borrower shall not assign any of his rights
or obligations under this Agreement.

     (b) The Lender may at any time change the office through which it is acting
for the  purpose  of this  Agreement  and may at any time  act for this  purpose
through more than one office.

     (c) The Lender may disclose to a potential  assignee or  transferee  or any
other Person who has entered or proposes to enter into contractual  arrangements
with the Lender in relation to or concerning  this  Agreement  such  information
about the Borrower,  this Agreement and the Assignment  Agreement as it may deem
appropriate.

     8.5. GOVERNING LAW. THIS AGREEMENT IN ALL RESPECTS SHALL BE GOVERNED BY AND
INTERPRETED  UNDER THE LAWS OF THE STATE OF NEVADA  APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT  REFERENCE TO ANY CONFLICTS
OF LAWS  PRINCIPLES  AND, IN THE CASE OF PROVISIONS  RELATING TO INTEREST RATES,
ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

     8.6. WAIVER OF JURY TRIAL. TO THE EXTENT  PERMITTED BY APPLICABLE LAW WHICH
CANNOT BE WAIVED,  THE BORROWER  HEREBY  WAIVES AND  COVENANTS  THAT HE WILL NOT
ASSERT  (WHETHER AS PLAINTIFF,  DEFENDANT OR  OTHERWISE),  ANY RIGHT TO TRIAL BY
JURY IN ANY FORUM IN  RESPECT OF ANY ISSUE,  CLAIM,  DEMAND,  ACTION OR CAUSE OF
ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF,
IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING OR WHETHER IN CONTRACT OR
TORT OR OTHERWISE.  THE BORROWER  ACKNOWLEDGES  THAT HE HAS BEEN INFORMED BY THE
LENDER THAT THE PROVISIONS OF THIS SECTION CONSTITUTE A MATERIAL INDUCEMENT UPON
WHICH THE LENDER HAS  RELIED,  IS RELYING  AND WILL RELY IN  ENTERING  INTO THIS
AGREEMENT  AND ANY  DOCUMENT  RELATED  THERETO.  THE LENDER MAY FILE AN ORIGINAL
COUNTERPART OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF
THE BORROWER TO THE WAIVER OF HIS RIGHTS TO TRIAL BY JURY.

     8.7. Amendments.  No modification,  amendment or waiver of any provision of
this Agreement, and no consent to any departure herefrom or therefrom,  shall in
any event be  enforceable  against any party unless the same shall be in writing
and signed or consented to in writing by such party.

     8.8.  Headings.  The heading of each  provision  of this  Agreement  is for
descriptive  purposes  only and shall not be deemed to modify or qualify  any of
the rights or obligations described in each such provision.

     8.9.  Severability.  If any  provision  of  this  Agreement  is  held to be
invalid,   illegal,  void  or  unenforceable,   by  reason  of  any  law,  rule,
administrative order or judicial or arbitral decision,  such determination shall
not affect the validity of the remaining provisions of this Agreement.

     8.10.  Entire  Agreement.  This  Agreement,  together  with the  Assignment
Agreement,  constitutes the entire agreement between the Borrower and the Lender
regarding the matters contemplated by this Agreement, and supersedes any and all
prior agreements (whether written or oral).

     8.11.  Notices.  All  communications  hereunder  shall  be in  writing  and
delivered or mailed by registered or certified  mail or overnight  carrier or by
telecopy.  Statements, notices and all other communications to the Borrower will
be sent to the  address  set  forth  below or to such  other  address  as may be
designated in a written  notice  delivered in the manner  provided  herein.  The
Borrower  agrees to send  correspondence  to the Lender at the address set forth
below or such other  address  for  notices  provided  by the Lender from time to
time.

                  If to Borrower:

                           Anthony M. Marlon, M.D.
                           P.O. Box 15645
                           Las Vegas, Nevada 89114-5645
                           Telephone:  702-242-7180
                           Facsimile:  702-242-7195

                  If to the Lender:

                           Sierra Health Services, Inc.
                           2724 North Tenaya Way
                           Las Vegas, Nevada 89128
                           Attn:  Chief Financial Officer
                           Telephone:  (702) 242-7112
                           Facsimile:  (702) 240-7148



                            [Signature Page Follows]

     IN WITNESS WHEREOF,  each of the parties hereto has duly executed or caused
this Agreement to be duly executed by its authorized officer effective as of the
day and year first written above.



                                                   BORROWER:


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



                                                   LENDER:

                                                   SIERRA HEALTH SERVICES, INC.


                                                   By:   s/ Erin E. MacDonald
                                                     Title:   President

Executed by the Lender at
      Las Vegas, Nevada on
      June 26             , 2000