EXHIBIT 10.10

                              EMPLOYMENT AGREEMENT

                  This  Agreement  is made  this  1st day of May,  1997,  by and
between SIERRA HEALTH SERVICES, Inc., a Nevada Corporation, of Las Vegas, Nevada
(hereinafter   referred  to  as  "Employer"),   and  ANTHONY  M.  MARLON,  M.D.,
(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,  the Employee has
                  made and is expected to continue to make a major  contribution
                  to the
profitability, growth and financial strength of the 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 CHIEF
EXECUTIVE  OFFICER , and  Employee  hereby  accepts  and agrees to such  hiring,
engagement and employment,  subject to the general  supervision and direction of
Employer.

      2.  Employee  shall  perform  such duties as are  assigned by the Board of
Directors, 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 the Board of Directors.  Employee further agrees to participate in
and assist in the  development of quality  improvement  programs  offered by the
Employer.

                                   ARTICLE II
                               TERM OF EMPLOYMENT
      1. The term of this Agreement shall be for a FIVE (5) year period starting
MAY  1,  1997  and  terminating  APRIL  30,  2002  subject,  however,  to  prior
termination as hereinafter provided in Article VII.


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     ARTICLE III  COMPENSATION  AND REVIEW 1.  Employer  shall pay  Employee and
Employee  shall  accept from  Employer as full payment for  Employee's  services
hereunder,  compensation  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.

     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) The Employee agrees to maintain  adequate records of
expenses, in such detail as the 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  level,  and as approved by the Board of
Directors.  (b) It is expressly understood that 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 the  Employee  even  though  such an
amendment may decrease the benefits available under said programs. 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 the 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
the 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 the  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 the  Employer  for  review.  All  conflicts  of
interest or any potential conflicts of interest which arise during the year must
be immediately reported to the Employer.  All conflict of interest concerns must
be resolved to the  reasonable  satisfaction  of the  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 the Employer or its subsidiaries.
      2. If this Agreement is terminated by either party at any time  hereafter,
then the Employee  agrees to turn over to the  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 the Employer or its subsidiaries.

                                   ARTICLE VI
                            NONCOMPETITION AGREEMENT
      1. The 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 the  Employer  or its  subsidiaries  in Nevada  and other  states.  In all of
Employee's activities, the Employee, through the nature of Employee's work, will
have access to and will acquire confidential information related to the business
and operations of the 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 the  Employer or its  subsidiaries.  The Employee
acknowledges  that all such  information  is the property of the Employer or its
subsidiaries  solely and constitutes  confidential  information of such parties;
that the disclosure  thereof would cause substantial loss to the goodwill of the
Employer and its subsidiaries;  that disclosure thereof to the 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 the Employer or its  subsidiaries in a manner likely
to cause the Employer and its subsidiaries  irreparable  harm, and disclosure of
such matters would, likewise, cause such harm; and that the restrictions imposed
upon the Employee herein would not prohibit the Employee in earning a living.
      2. It is  understood  and agreed by the Employee and the 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 the  Employer or
its  subsidiaries  will remain the Employer's or its  subsidiaries'  members and
groups during the term of this Agreement and in the event of its termination for
any reason by either party.  In  consideration  for the employment and continued
employment of the Employee by the Employer,  and also for the amount received by
the  Employee  as  compensation,   the  Employee  hereby  irrevocably  warrants,
covenants, and agrees as follows:
               (a) during the term of  Employee's  employment  and after leaving
the employment of the Employer for any reason, whether involuntary or voluntary,
the Employee will not take any action  whatsoever which may or might disturb any
existing  business  relationship  of the Employer or its  subsidiaries  with any
doctors, groups, members,  hospitals,  pharmacies or other health care providers
in Nevada who contract with the Employer or its subsidiaries;
               (b) for a period of one (1) year after leaving the  employment of
the Employer,  Employee will not solicit  business from the members or groups of
the  Employer  or its  subsidiaries  in  Nevada,  or in any manner  disrupt  any
business  relationship  the Employer or its subsidiaries has with any contracted
health care provider in Nevada with whom Employee came in contact as an employee
of the Employer.
               (c) for a period of one (1) year after leaving the  employment of
the 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 VII by the Employee.
      4. The  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 VII, the Employer shall be entitled to secure an order
in any suit brought for that purpose to enjoin the Employee  from  violating any
of the  provisions  of the  Agreement  and that,  pending  the  hearing  and the
decision on the application for such order,  the Employer shall be entitled to a
temporary  restraining  order without prejudice to any other remedy available to
the Employer,  all at the expense of the Employee should the Employer prevail in
such action. The Employee understands that the covenants of this Article are the
essence of this Employment Agreement,  and without which no Employment Agreement
with the Employee would be entered into by the Employer.
      5. The  provisions  of Article VII 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 the 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 the  Employee
against the Employer,  whether predicated on this Agreement or otherwise,  shall
not  constitute a defense to the  enforcement  by the  Employer,  by  injunctive
relief or otherwise,  of the provisions of Article VII. 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 the  Employer  to enforce  any
violation by the Employee of this Noncompetition  agreement,  shall constitute a
waiver  of the  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. The Employee may terminate this Agreement and employment hereunder with
sixty (60) days prior written notice.  If Employee shall  voluntarily  terminate
the Agreement all eligible separation compensation and benefits as are routinely
made  available to other  employees  of the Employer at the same  organizational
level, shall be paid or made available to the Employee.
      3. If Employer shall  terminate this  Agreement  without cause,  except as
otherwise set forth in Paragraph 7 of this Article,  Employee  shall be entitled
to  TWENTY-FOUR  (24) MONTHS salary and all other  separation  compensation  and
benefits as are routinely made  available to other  employees of the Employer at
the same organizational level.
      4.  Notwithstanding any other provision in this Agreement to the contrary,
Employee  hereby agrees that any  separation  compensation  due to the 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.
Payment of such  amounts  shall  fully  release  the  Employer  from any and all
liability  of  the  Employer  relating  to  this  Agreement  or  the  employment
hereunder.
      5. If Employer shall terminate the Agreement for Employee  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 the  Employer  at the  same
organizational level, as full and final payment under this Agreement. Payment of
such amounts  shall fully release the Employer from any and all liability of the
Employer relating to this Agreement or the employment hereunder.
      6. (a) If the 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, this Agreement,  and the employment
hereunder may be terminated by the Employer at its absolute  discretion with one
week of prior written notice.
               (b) If the Employee's illness or incapacity shall have ended, and
the 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.
               (c) In the event of the death of the Employee  during the term of
this  Agreement,  the Employer shall be required to pay the Employee's  personal
representative  or the  executor  or  administrator  of the  Employee's  estate,
TWENTY-FOUR (24) MONTHS of the Employee's total prior year's annual compensation
including both salary and bonus.  Such payment shall be in addition to any other
payment to which the Employee or their  estate is  otherwise  eligible for under
the terms of this Agreement.
      7. In the  event of a change  in  control  of the  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 this Agreement
and will be entitled to TWENTY-FOUR  (24) MONTHS salary,  which shall be grossed
up for taxes in an amount not to exceed fifty percent  (50%) of the  twenty-four
(24) months salary,  and any other  separation  compensation and benefits as are
routinely  made  available  to  other  employees  of the  Employer  at the  same
organizational  level.  Payment of such amounts shall fully release the Employer
from any and all  liability  of the Employer  relating to this  Agreement or the
employment hereunder.
      8. In the  event of a change  in  control  of the  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 this Agreement
and will be entitled to TWENTY-FOUR  (24) MONTHS salary,  which shall be grossed
up for taxes in an amount not to exceed fifty percent  (50%) of the  twenty-four
(24) months salary,  and any other  separation  compensation and benefits as are
routinely  made  available  to  other  employees  of the  Employer  at the  same
organizational  level if,  within one (l) year after the  effective  date of the
change in control the Employee's  principal  duties or  compensation,  including
salary and bonus,  is  materially  changed.  It is expressly  understood  that a
change in who the Employee  reports to shall not constitute a material change in
duties. In addition,  if the Employee's  employment  hereunder is terminated for
reasons  other than those set forth in  Paragraph 4 of this  Article  within one
year after the  effective  date of a change in control  which was  approved by a
majority of the  Employer's  Board of Directors,  Employee  shall be entitled to
TWENTY-FOUR (24) MONTHS salary, which shall be grossed up for taxes in an amount
not to exceed fifty percent (50%) of the twenty-four (24) months salary, and all
other  separation  compensation  and benefits as are routinely made available to
other  employees of the Employer at the same  organizational  level.  Payment of
such amounts  shall fully release the Employer from any and all liability of the
Employer relating to this Agreement or the employment hereunder.
      9. 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 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.

                                  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.

                                   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 the 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 the  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.

                                  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.
                                   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 the Employee with the Employer shall be brought in
the State of Nevada.


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



SIERRA HEALTH SERVICES, INC.


By:            ERIN E. MACDONALD
               President
               P. O. Box 15645
               Las Vegas, NV 89114-5645


EMPLOYEE


By:               /S/ ANTHONY M. MARLON
               ANTHONY M. MARLON, M.D.
               1909 CORTA BELLA
               LAS VEGAS, NV  89134








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                                  ATTACHMENT A