<DOCUMENT>
<TYPE>EX-10.24.2
<SEQUENCE>10
<FILENAME>green8k070101ex10242.txt
<DESCRIPTION>CONSENT AGREEMENT
<TEXT>

                                                                 EXHIBIT 10.24.2

                                CONSENT AGREEMENT

         This Consent  Agreement dated as of August 1, 2001 (this  "Agreement"),
is made by and among LSOF Pooled Equity,  L.P., a Delaware  limited  partnership
("Lone Star"), Greenbriar Corporation,  a Nevada corporation (the "Company") and
each  of  the   undersigned   holders  of  shares  of  capital  stock  (each,  a
"Stockholder" and collectively, the "Stockholders") of the Company.

                             PRELIMINARY STATEMENTS

         The  Company  and Lone  Star  have  entered  into a  Master  Settlement
Agreement  (as the same  may be  amended  from  time to  time,  the  "Settlement
Agreement"; terms used herein but not defined herein have the meanings set forth
in the  Settlement  Agreement),  which  provides  that in  consideration  of the
release of any Claims that Lone Star may have  against the Company  with respect
to Lone Star's  Preferred Stock  investment in the Company and the assumption by
Lone Star of the Assumed  Liabilities,  (i) the  Assignors are  transferring  to
Assignee  all of their  respective  right,  title  and  interest,  in and to the
Assigned  Assets  (the  "Assignment"),  (ii) the  Company  will pay to Lone Star
$4,000,000 in immediately available funds, and (iii) for the same consideration,
the Company is also redeeming all of Lone Star's Preferred Stock, any and all of
the  Company's   common  stock  into  which  Lone  Star's  Preferred  Stock  was
purportedly  converted,  together  with  all of Lone  Star's  right,  title  and
interest  to any and all claims and rights  with  respect to its  interest  as a
stockholder,   equity   interest   holder  or   otherwise   (collectively,   the
"Transactions").

         The  Transactions  do not  require  the  approval of the holders of the
majority of shares of the Company's  capital stock under  applicable  law or the
Company's Organizational Documents.

         The Stockholders  own the shares of the Company common stock,  $.01 par
value per share (the "Common Stock"),  set forth opposite their respective names
on Exhibit A hereto.  As used herein,  the term "Shares"  includes all shares of
such  Common  Stock  as to which  each  Stockholder  (at any  time  prior to the
termination of this Agreement) is the beneficial or record owner or is otherwise
able to direct the voting  thereof and all  securities  issued or exchanged with
respect  to  any  such  Shares  upon  any  reclassification,   recapitalization,
reorganization, merger, consolidation, spin-off, stock split, combination, stock
or other dividend or any other change in the Company's capital structure.

         To  induce  Lone Star to enter  into the  Settlement  Agreement  and to
consummate the transactions contemplated thereby,  including without limitation,
executing the Mutual Release, the Company has agreed, upon the terms and subject
to the conditions set forth herein, to cause holders of not less than a majority
of the outstanding shares of Common Stock to execute this Agreement.



                                Page 170 of 200
<PAGE>

         NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt,
sufficiency and adequacy of which are hereby  acknowledged,  the parties to this
Agreement agree as follows:

         1. Consent.  Notwithstanding  the fact that consent to the Transactions
is not required under applicable law or the Company's  Organizational  Document,
each Stockholder hereby consents to and approves the terms and conditions of the
Settlement Agreement and the other Transaction  Documents,  and the consummation
of the transactions  contemplated  thereby,  including without  limitation,  the
Transactions.

         2. Public Filings. In the event that it is subsequently determined that
the  Transactions  require  a  vote  of the  stockholders  of  any  class  under
applicable  law, the Company agrees to promptly  prepare and file an Information
Statement  with the  Securities  and  Exchange  Commission  (the  "SEC") and the
Company shall respond as promptly as practicable to any comments of the SEC with
respect  thereto.  The Company shall give Lone Star a reasonable  opportunity to
review, comment on and make reasonable changes to the Information Statement. The
Company shall use its reasonable  efforts to cause the Information  Statement to
be mailed to the Company's  stockholders  as promptly as  practicable  after the
Information Statement is cleared by the SEC. The parties shall notify each other
promptly  of the  receipt of any  comments  from the SEC or its staff and of any
request by the SEC or its staff for amendments or supplements to the Information
Statement and shall supply each other with copies of all correspondence  between
such party or any of its representatives, on the one hand, and the SEC or any of
its staff, on the other hand, with respect to the Information Statement.

         3. Stockholders'  Representations and Warranties.  Each Stockholder, as
to itself only,  represents  and warrants to Lone Star that such  Stockholder is
the  beneficial and record owner of the Shares set forth on Exhibit A, (ii) such
Stockholder has the sole right to vote such Shares,  (iii) such  Stockholder has
the full and  unrestricted  legal  power,  authority  and  right to enter  into,
execute and deliver this Agreement  without the consent or approval of any other
person,  (iv)  this  Agreement  is the  valid  and  binding  agreement  of  such
Stockholder,  (v) the execution  and delivery of this  Agreement do not, and the
consummation  of the  transactions  contemplated  hereby and compliance with the
terms hereof will not,  conflict with, or result in any violation of, or default
(with or without  notice or lapse of time or both) under any  provision  of, the
certificate  of  incorporation  or  bylaws  of any  Stockholder,  to the  extent
applicable, any trust agreement, loan or credit agreement, note, bond, mortgage,
indenture, lease or other agreement, instrument, permit, concession,  franchise,
license,  judgment,  order, notice,  decree,  statute,  law, ordinance,  rule or
regulation  applicable to such Stockholder or to such Stockholder's  property or
assets and (vi) such stockholder is not an Affiliate of Vestin Mortgage.


                                Page 171 of 200
<PAGE>

         4. The Company's  Representations  and  Warranties.  The Company hereby
represents  and  warrants  to Lone Star as of the date here that the Company has
all requisite  corporate power and authority to enter into this Agreement and to
consummate the transactions  contemplated  hereby. The execution and delivery of
this  Agreement  by the  Company,  and  the  consummation  of  the  transactions
contemplated hereby, have been duly authorized by all necessary corporate action
on the part of the Company.  This Agreement has been duly executed and delivered
by the Company and  constitutes  a valid and binding  obligation  of the Company
enforceable  in  accordance  with its terms.  The execution and delivery of this
Agreement do not, and the consummation of the transactions  contemplated  hereby
and compliance  with the terms hereof will not,  conflict with, or result in any
violation of, or default (with or without notice or lapse of time or both) under
any provision of, the certificate of incorporation or bylaws of the Company, any
trust agreement,  loan or credit  agreement,  note, bond,  mortgage,  indenture,
lease or other agreement,  instrument,  permit, concession,  franchise, license,
judgment,  order, notice,  decree,  statute, law, ordinance,  rule or regulation
applicable  to the Company or to the Company's  property or assets.  The Company
hereby represents and warrants that the Shares set forth on Exhibit A constitute
the majority of all issued and outstanding  shares of Common Stock. Set forth on
Exhibit B is a true and correct list of (i) the authorized  capital stock of the
Company,  and (ii) as of the date hereof,  the number of shares of each class of
capital stock that is issued and outstanding.  Except as set forth on Exhibit B,
no other shares of capital stock are issued and  outstanding.  All of the issued
and  outstanding  shares of capital  stock of the Company  are duly  authorized,
validly issued, dully paid and nonassessable, and were issued in compliance with
applicable  federal and state securities laws. Except as set forth on Exhibit B,
there are no outstanding  shares of capital stock or outstanding rights of first
refusal, preemptive rights or other rights, options, warrants, conversion rights
or  other  agreements   either  directly  or  indirectly  for  the  purchase  or
acquisition from the Company of any shares of its capital stock.

         5.  Lone  Star's  Representations  and  Warranties.  Lone  Star  hereby
represents and warrants to the  Stockholders  as of the date here that Lone Star
has all requisite corporate power and authority to enter into this Agreement and
to consummate the transactions  contemplated  hereby. The execution and delivery
of  this  Agreement  by Lone  Star,  and the  consummation  of the  transactions
contemplated hereby, have been duly authorized by all necessary corporate action
on the part of Lone Star. This Agreement has been duly executed and delivered by
Lone  Star  and  constitutes  a  valid  and  binding  obligation  of  Lone  Star
enforceable  in  accordance  with its terms.  The execution and delivery of this
Agreement do not, and the consummation of the transactions  contemplated  hereby
and compliance  with the terms hereof will not,  conflict with, or result in any
violation of, or default (with or without notice or lapse of time or both) under
any provision of, the certificate of formation or limited partnership  agreement
of Lone  Star,  any trust  agreement,  loan or  credit  agreement,  note,  bond,
mortgage, indenture, lease or other agreement,  instrument,  permit, concession,
franchise,  license,  judgment,  order, notice, decree, statute, law, ordinance,
rule or regulation applicable to Lone Star or to Lone Star's property or assets.


                                Page 172 of 200
<PAGE>

         6. No  Voting  Trusts.  Each  Stockholder  hereby  revokes  any and all
proxies and voting  instructions  with respect to the Shares previously given by
such Stockholder and such Stockholder  agrees that it will not grant or give any
other proxies or voting  instructions  with respect to the voting of the Shares,
enter into any voting trust or other  arrangement  or agreement  with respect to
the  voting  of the  Shares  (and if given or  executed,  such  proxies,  voting
instructions,  voting  trust or other  arrangement  or  agreement  shall  not be
effective),  or agree,  in any  manner,  to vote the Shares  for or against  any
proposal  submitted to the  Stockholders of the Company except in furtherance of
the proposals set forth in paragraph 7 hereof.

         7. Agreements with Respect to the Shares.

                  (a)  Should  a vote  of the  stockholders  be  required  under
         applicable  law,  each  Stockholder  agrees to vote the Shares,  to the
         extent entitled to vote, (x) in favor of the approval of the Settlement
         Agreement, the Transactions and any other transactions  contemplated by
         the Transaction Documents,  at every meeting of the Stockholders of the
         Company  at  which  any of such  matters  are  considered  and at every
         adjournment  thereof or in any other  circumstances  upon which a vote,
         consent or other approval  (including by written  consent) with respect
         to any of the Transactions and the Settlement  Agreement is sought, and
         (y) with respect to all other proposals  submitted to the  Stockholders
         of the Company  which,  directly or  indirectly,  would  reasonably  be
         expected  to  prevent  or   materially   delay  the   consummation   of
         Transactions, in such manner as Lone Star may direct; and

                  (b)  Unless  otherwise  instructed  in  writing  by Lone Star,
         during  the term of this  Agreement,  each  Stockholder  will  vote the
         Shares against any Competing Transaction.

                  (c) For purposes of this Agreement, a "Competing  Transaction"
         shall mean a transaction  of any kind proposed by any person(s) in lieu
         of or in opposition to the Settlement Agreement and the Transactions.

         8. Proxies.  In  furtherance  of the  foregoing,  each  Stockholder  is
granting to John P. Grayken and J.D. Dell, or to their  respective  designee(s),
irrevocable  proxies  and powers of attorney  (which may be in the form  annexed
hereto or such other form  consistent  with the terms hereof and thereof as Lone
Star may specify) to vote the Shares,  to the extent such Shares are entitled to
vote, and hereby  specifically  agrees not to revoke such proxies  granted under
any circumstances:

                  (a) at any and all  meetings of  Stockholders  of the Company,
         notice  of  which  meetings  are  given  prior  to the due  and  proper
         termination of this Agreement, with respect to matters presented to the
         Company's  Stockholders  for vote which  relates to or affects  (i) the
         Transaction  or the  Settlement  Agreement  or the  approval  of either
         thereof; and (ii) any Competing Transaction; or


                                Page 173 of 200
<PAGE>

                  (b) with respect to actions to be taken by written  consent of
         the  Stockholders of the Company which relates to or affects any of the
         foregoing,  and which consent is solicited  prior to the due and proper
         termination of this Agreement.

         9.  Limitation  on  Sales.  During  the  term of this  Agreement,  each
Stockholder  agrees not to sell, assign,  transfer,  or otherwise dispose of, or
issue an option or call with  respect  to,  any of the  Shares,  or impair  such
Stockholder's  Shares;  provided,  that any  Stockholder  may sell or  otherwise
dispose of any of his or her Shares in a bona fide open market transaction or in
any other transaction if the transferee of such Shares agrees to be bound by and
subject to the terms and conditions of this Agreement as if such  transferee had
executed this Agreement on the date hereof as a Stockholder.

         10. Specific Performance. Each Stockholder acknowledges that it will be
impossible to measure in money the damage to Lone Star if the Stockholder  fails
to comply with the obligations imposed by this Agreement, and that, in the event
of any such  failure,  Lone Star will not have an  adequate  remedy at law or in
damages.  Accordingly,  each  Stockholder  agrees that injunctive  relief or any
other equitable  remedy,  in addition to any remedies at law or damages,  is the
appropriate  remedy for any such failure and will not oppose the granting of any
such  remedy on the basis  that Lone Star has an  adequate  remedy at law.  Each
Stockholder  agrees not to seek,  and agrees to waive any  requirement  for, the
securing or posting of a bond in connection  with Lone Star seeking or obtaining
such equitable relief.

         11.  Reasonable  Efforts.  Each  Stockholder  will  use all  reasonable
efforts  to cause to be  satisfied  the  conditions  to the  obligations  of the
Company in such Stockholder's control to effect the Closing under the Settlement
Agreement.

         12. Publicity. Each Stockholder agrees that, from the date hereof, such
Stockholder  shall not issue any public release or  announcement  concerning the
transactions contemplated by this Agreement and the Settlement Agreement without
the prior consent of Lone Star,  except as such release or announcement  may, in
the opinion of such  Stockholder's  counsel,  be required by applicable  law, in
which case such Stockholder  shall allow Lone Star reasonable time to comment on
such release or announcement in advance of such issuance.

         13. Term of Agreement; Termination.

                  (a) The  term of this  Agreement  shall  commence  on the date
         hereof and shall  terminate upon the earliest to occur of (i) after the
         consummation of the Transactions,  (ii) the due and proper  termination
         of the Settlement  Agreement in accordance  with its terms or (iii) six
         (6) months from the date hereof. Upon such termination,  no party shall
         have any further obligations or liabilities hereunder.


                                Page 174 of 200
<PAGE>

                  (b) The  obligations  of the  Stockholders  set  forth in this
         Agreement shall not be effective or binding upon any Stockholder  until
         after such time as the  Settlement  Agreement is executed and delivered
         by Lone Star, the Company, each Assignor and each Intervenor.

         14. Miscellaneous.

                  (a) Entire  Agreement.  This Agreement  constitutes the entire
         agreement  among the parties with respect to the subject matter of this
         Agreement   and   supersedes   all  prior  written  and  oral  and  all
         contemporaneous  oral agreements and understandings with respect to the
         subject matter of this Agreement.

                  (b) Notices.  No notice or other communication shall be deemed
         given unless sent in the manner, and to the persons,  specified in this
         paragraph 14. All notices and other  communications  hereunder shall be
         in writing  and shall be deemed  given (a) upon  receipt  if  delivered
         personally (unless subject to clause (b)) or if mailed by registered or
         certified  mail,  (b) at noon on the  date  after  dispatch  if sent by
         overnight courier or (c) upon the completion of transmission  (which is
         confirmed  telephonically  by the receiving  party) if  transmitted  by
         telecopy or other means of facsimile  which provides  immediate or near
         immediate transmission to compatible equipment in the possession of the
         recipient, and in any case to the parties at the following addresses or
         telecopy  numbers (or at such other  address or  telecopy  number for a
         party as will be specified by like notice):

                           if to any Greenbriar Party, to

                           Greenbriar Corporation
                           650 Centura Tower One
                           14185 Dallas Parkway
                           Dallas, Texas  75240
                           Attention:  President
                           Telecopy:  (972) 407-8420

                           with a copy (which shall not constitute notice) to:

                           Henry W. Simon, Jr.
                           Simon, Warner & Doby, L.L.P.
                           1700 City Center Tower II
                           301 Commerce Street
                           Fort Worth, Texas  76102
                           Telecopy:  (817) 810-5255

                           If to Lone Star, to

                           LSOF Pooled Equity, L.P.
                           600 N. Pearl Street
                           Suite 1550, LB 161
                           Dallas, Texas 76140
                           Attention:  Len Allen
                           Telecopy:  (214) 754-8401


                                Page 175 of 200
<PAGE>

                           with a copy (which shall not constitute notice) to:

                           Weil, Gotshal & Manges LLP
                           100 Crescent Court, Suite 1300
                           Dallas, Texas 75201-6950
                           Attention:  Michael A. Saslaw
                           Telecopy:  (214) 746-7777

                           If to a Stockholder, to the address set  forth  below
                           such Stockholder's name on Exhibit A hereto,  with  a
                           copy (which shall not constitute notice) to:

                           Henry W. Simon, Jr.
                           Simon, Warner & Doby, L.L.P.
                           1700 City Center Tower II
                           301 Commerce Street
                           Fort Worth, Texas  76102
                           Telecopy:  (817) 810-5255

                           Waiver.  The  failure  of any  party to  insist  upon
         strict  performance  of any  provision  hereof  shall not  constitute a
         waiver of, or estoppel  against  asserting,  the right to require  such
         performance in the future,  nor shall a waiver or estoppel with respect
         to a later breach of a similar nature or otherwise.

                           Curative Actions; Severability.

         (i) If any of the covenants,  terms or conditions of this Agreement are
held illegal by any court or administrative body of competent jurisdiction,  and
any director or stockholder action, including, but not limited to, the execution
of any documents or instruments,  will make such covenants,  terms or conditions
valid and  enforceable,  each party hereby agrees that it shall take or cause to
be taken such action as may  reasonably  be required to make any such  covenant,
term or condition valid and enforceable.

         (ii)  If  any  provision  of  this  Agreement  is  held  invalid,  such
invalidity  shall not  affect  the other  provisions  hereof  which can be given
effect  without the invalid  provision,  and to this end the  provisions of this
Agreement are intended to be and shall be deemed severable.


                                Page 176 of 200
<PAGE>

                  (c)  Governing  Law.  THIS  AGREEMENT  SHALL BE  CONSTRUED  IN
         ACCORDANCE  WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT
         REGARD TO THE  PRINCIPLES  OF  CONFLICTS  OF LAWS.  THE PARTIES  HERETO
         HEREBY  CONSENT  TO THE  JURISDICTION  OF ANY  STATE OR  FEDERAL  COURT
         LOCATED  WITHIN DALLAS  COUNTY,  TEXAS AND  IRREVOCABLY  AGREE THAT ALL
         ACTIONS OR  PROCEEDINGS  ARISING OUT OF OR  RELATING TO THIS  AGREEMENT
         SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES ACCEPT FOR ITSELF AND IN
         CONNECTION  WITH ITS  PROPERTIES,  GENERALLY AND  UNCONDITIONALLY,  THE
         NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE
         OF  FORUM  NON  CONVENIENS,  AND  IRREVOCABLY  AGREE TO BE BOUND BY ANY
         JUDGMENT  RENDERED  THEREBY IN  CONNECTION  WITH THIS  AGREEMENT OR ANY
         OTHER TRANSACTION DOCUMENTS.

                  (d) WAIVER OF JURY TRAIL.  EACH PARTY HERETO  WAIVES ANY RIGHT
         TO TRAIL BY JURY OF ANY  CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION (i)
         ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION  DOCUMENTS
         OR (ii) IN ANY WAY  CONNECTED  WITH OR  RELATED  OR  INCIDENTAL  TO THE
         DEALINGS OF THE PARTIES  HERETO IN RESPECT OF THIS  AGREEMENT OR ANY OF
         THE OTHER TRANSACTION  DOCUMENTS OR THE TRANSACTIONS  RELATED HERETO OR
         THERETO IN EACH CASE  WHETHER NOW EXISTING OR  HEREAFTER  ARISING,  AND
         WHETHER IN  CONTRACT,  TORT,  EQUITY OR  OTHERWISE.  EACH PARTY  HEREBY
         AGREES AND  CONSENTS  THAT ANY SUCH CLAIM,  DEMAND,  ACTION OR CAUSE OF
         ACTION  SHALL BE  DECIDED BY COURT  TRIAL  WITHOUT A JURY AND THAT SUCH
         PARTY MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH
         ANY COURT AS WRITTEN  EVIDENCE OF THE CONSENT OF THE PARTIES  HERETO TO
         THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

                  (e) Construction.  The headings in this Agreement are inserted
         for  convenience  and  identification  only  and  are not  intended  to
         describe,  interpret,  define or limit the scope,  extent, or intent of
         this Agreement or any provision hereof.  Whenever the context requires,
         the  gender of all  words  used in this  Agreement  shall  include  the
         masculine,  feminine,  and  neuter,  and the number of all words  shall
         include the  singular and the plural.  No  provision of this  Agreement
         will be interpreted in favor of, or against,  any of the parties hereto
         by  reason  of the  extent  to  which  any such  party  or its  counsel
         participated  in the  drafting  thereof  or by reason of the  extent to
         which any such provision is inconsistent with any prior draft hereof or
         thereof. Capitalized terms used herein but not otherwise defined herein
         shall have the meaning given to them in the Settlement Agreement.



                                Page 177 of 200
<PAGE>

                  (f) Counterparts. This Agreement may be executed in any number
         of  counterparts  with the same  effect as if each of the  parties  had
         signed the same document.  All counterparts shall be construed together
         and shall constitute one and the same instrument.

                  (g) Successors and Assigns. Except as provided to the contrary
         in this Agreement,  this Agreement shall apply to, and shall be binding
         upon each of the parties,  their  respective  successors  and permitted
         assigns.  Lone  Star may  freely  assign  its  rights  and  obligations
         hereunder to any  designee  subject to  compliance  by Lone Star of its
         obligations to execute and deliver the Mutual  Release  pursuant to the
         terms and conditions of the Settlement Agreement.

                  (h)  Cumulative  Rights.  The rights and remedies  provided by
         this  Agreement are  cumulative,  and the use of any right or remedy by
         either  party  shall not  preclude or waive its right to use any or all
         other remedies.

                  (i) No Third Party Beneficiaries. Nothing in this Agreement is
         intended  to confer  upon any  Person  that is not a party  hereto  any
         rights or remedies hereunder or otherwise.

                  (j) Time of the  Essence.  Time is of the  essence to each and
         every provision of this Agreement.

                  (k)  Acknowledgments.  The parties  hereto hereby  acknowledge
         that:  (a)  each  such  party  has  been  advised  by  counsel  in  the
         negotiation,  execution  and delivery of this  Agreement  and the other
         Transaction Documents; and (b) no joint venture is created hereby or by
         the other  Transaction  Documents or otherwise  exists by virtue of the
         transactions  contemplated  hereby  among the  parties  hereto and Lone
         Star.

            [The remainder of this page is intentionally left blank.]


         IN WITNESS WHEREOF,  the parties hereto,  intending to be legally bound
hereby,  have duly  executed  this Consent  Agreement as of the date first above
written.

                                      LSOF POOLED EQUITY, L.P.

                                      By: LSOF GenPar, Inc., its General Partner


                                      By:   /s/  J. D. Dell
                                        ----------------------------------------
                                             J. D. Dell, Vice President




                                Page 178 of 200
<PAGE>

                                      THE APRIL TRUST, A GRANTOR TRUST FOR THE
                                      BENEFIT OF JAMES R. GILLEY AND SYLVIA M.
                                      GILLEY



                                      By:    /s/  James R. Gilley
                                        ----------------------------------------
                                              James R. Gilley, Trustee

                                      JRG INVESTMENTS CO., INC.



                                      By:   /s/  James R. Gilley
                                        ----------------------------------------
                                             James R. Gilley, Trustee



                                            /s/  Sylvia M. Gilley
                                      ------------------------------------------
                                             Sylvia M. Gilley



                                            /s/  Victor L. Lund
                                      ------------------------------------------
                                              Victor L. Lund



                                            /s/  Gene S. Bertcher
                                      ------------------------------------------
                                              Gene S. Bertcher



                                            /s/  Robert L. Griffis
                                      ------------------------------------------
                                             Robert L. Griffis



                                            /s/  Don C. Benton
                                      ------------------------------------------
                                             Don C. Benton




                                Page 179 of 200
<PAGE>

                                      AMERICAN REALTY TRUST, INC.



                                      By:   /s/  Robert Waldman
                                        ----------------------------------------
                                             Robert Waldman, Secretary



                                      BASIC CAPITAL MANAGEMENT, INC.



                                      By:   /s/  Robert Waldman
                                        ----------------------------------------
                                             Robert Waldman, Secretary



                                      NEVADA SEA INVESTMENTS, INC.



                                      By:   /s/  Robert Waldman
                                        ----------------------------------------
                                             Robert Waldman, Secretary



                                      INTERNATIONAL HEALTH PRODUCTS, INC.



                                      By:   /s/  Ronald E. Kimbrough
                                         ---------------------------------------
                                             Ronald E. Kimbrough, Secretary







                                Page 180 of 200
<PAGE>





                                      ONE REALCO CORPORATION (fka Davister
                                      Corporation)



                                      By:   /s/  Ronald Akin
                                         ---------------------------------------
                                             Ronald Akin, President




                                      TACCO FINANCIAL, INC.



                                      By:   /s/  J. T. Tackett
                                        ----------------------------------------
                                             J. T. Tackett, Vice President




                                    EXHIBIT A
                                    ---------

Name of Stockholder:                         The April Trust,  a  Grantor  Trust
                                             for the benefit of  James R. Gilley
                                             and Sylvia M. Gilley

Address:                                     650 Centura Tower One
                                             14185 Dallas Parkway
                                             Dallas, TX 75240

Telephone No.:                               972-407-8400

Facsimile No.:                               214-273-0620

Number of Shares of Common Stock:            2,340,851

Name of Stockholder:                         JRG Investments Co., Inc.

Address:                                     650 Centura Tower One
                                             14185 Dallas Parkway
                                             Dallas, TX 75240


                                Page 181 of 200
<PAGE>

Telephone No.:                               972-407-8400

Facsimile No.:                               214-273-0620

Number of Shares of Common Stock:            897,851

Name of Stockholder:                         Sylvia M. Gilley

Address:                                     650 Centura Tower One
                                             14185 Dallas Parkway
                                             Dallas, TX 75240

Telephone No.:                               972-407-8400

Facsimile No.:                               972-991-8582

Number of Shares of Common Stock:            536,000



Name of Stockholder:                         Victor L. Lund

Address:                                     816 NE 87th Avenue
                                             Vancouver, Washington  98664

Telephone No.:                               360-892-9090

Facsimile No.:                               360-892-2146

Number of Shares of Common Stock:            1,234,961




Name of Stockholder:                         Gene S. Bertcher

Address:                                     650 Centura Tower One
                                             14185 Dallas Parkway
                                             Dallas, TX 75240

Telephone No.:                               972-407-8400

Facsimile No.:                               214-273-0624

Number of Shares of Common Stock:            66,000



                                Page 182 of 200
<PAGE>

Name of Stockholder:                         Robert L. Griffis

Address:                                     650 Centura Tower One
                                             14185 Dallas Parkway
                                             Dallas, TX 75240

Telephone No.:                               972-407-8400

Facsimile No.:                               214-273-0625

Number of Shares of Common Stock:            30,000



Name of Stockholder:                         Don C. Benton

Address:                                     Arrowhead Ranch
                                             Route 1
                                             Clarksville, Texas  75246

Telephone No.:                               903-966-2347

Facsimile No.:                               903-427-5773

Number of Shares of Common Stock:            10,000



Name of Stockholder:                         American Realty Trust, Inc.

Address:                                     1800 Valley View Lane, Suite 300
                                             Dallas, Texas  75234

Telephone No.:                               469-522-4277

Facsimile No.:                               469-522-4388

Number of Shares of Common Stock:            97,500





                                Page 183 of 200
<PAGE>

Name of Stockholder:                         Basic Capital Management, Inc.

Address:                                     1800 Valley View Lane, Suite 300
                                             Dallas, Texas  75234

Telephone No.:                               469-522-4277

Facsimile No.:                               469-522-4388

Number of Shares of Common Stock:            141,260



Name of Stockholder:                         Nevada Sea Investments, Inc.

Address:                                     1800 Valley View Lane, Suite 300
                                             Dallas, Texas  75234

Telephone No.:                               469-522-4277

Facsimile No.:                               469-522-4388

Number of Shares of Common Stock:            72,800



Name of Stockholder:                         International Health Products, Inc.

Address:                                     1800 Valley View Lane, Suite 300
                                             Dallas, Texas  75234

Telephone No.:                               469-522-4277

Facsimile No.:                               469-522-4388

Number of Shares of Common Stock:            229,085





                                Page 184 of 200
<PAGE>

Name of Stockholder:                         One   Realco   Corporation   (fka
                                             Davister Corporation)

Address:                                     1800 Valley View Lane, Suite 300
                                             Dallas, Texas  75234

Telephone No.:                               469-522-4277

Facsimile No.:                               469-522-4388

Number of Shares of Common Stock:            264,200



Name of Stockholder:                         TacCo Financial, Inc.

Address:                                     1800 Valley View Lane, Suite 300
                                             Dallas, Texas  75234

Telephone No.:                               469-522-4277

Facsimile No.:                               469-522-4388

Number of Shares of Common Stock:            242,500






                                Page 185 of 200
<PAGE>

                                    EXHIBIT B
                                    ---------

                                 CAPITALIZATION
                                 --------------





The total number of shares of stock which the Company has  authority to issue is
110,000,000  shares of capital stock,  classified as (i)  100,000,000  shares of
common stock,  $0.01 par value and (ii)  10,000,000  shares of preferred  stock,
$0.10 par value.  As of the date of this Agreement,  9,714,608  shares of common
stock are issued and  outstanding  and  6,000,000  shares of Series H  Preferred
Stock, $0.10 par value, are issued and outstanding.






                                Page 186 of 200
<PAGE>

                     IRREVOCABLE PROXY AND POWER OF ATTORNEY


         The  undersigned  hereby appoints John P. Grayken and J.D. Dell, as the
undersigned's  attorney-in-fact and proxy, with full power of substitution,  for
and in the  undersigned's  name, to vote,  express  consent or  disapproval,  or
otherwise act (including pursuant to written consent, but excluding the right to
assert,  perfect and  prosecute  dissenters'  rights of appraisal) in accordance
with  Paragraphs  7(a) and 4(b) of the Consent  Agreement with respect to all of
the shares of Common Stock, $.01 par value per share, of Greenbriar Corporation,
a Nevada corporation (the "Company"), owned of record by the undersigned.

         The proxy granted hereby shall be  irrevocable  and may be exercised at
any  meeting  of  Stockholders,  notice of which is given,  or in respect of any
written consent which is solicited  prior to the due and proper  termination of,
and subject to and in accordance  with the terms and  conditions of, the Consent
Agreement,  dated of even date  herewith,  among the  undersigned,  LSOF  Pooled
Equity, L.P., a Delaware limited  partnership,  the Company and the Stockholders
of the  Company  signatory  thereto.  This  proxy is  coupled  with an  interest
sufficient in law to support such proxy.

Dated:   August 1, 2001
                                         ---------------------------------------
                                         Name:





                                Page 187 of 200
<PAGE>

                                                                       EXHIBIT E
                                                                       ---------


                                ESCROW AGREEMENT

         THIS ESCROW AGREEMENT (as the same may be amended or modified from time
to time and including any and all written  instructions  given to "Escrow Agent"
(hereinafter  defined)  pursuant  hereto,  this "Escrow  Agreement") is made and
entered into as of August 1, 2001 by and among Greenbriar Corporation,  a Nevada
corporation  (the  "Company"),  LSOF Pooled  Equity,  L.P.,  a Delaware  limited
partnership  ("Lone Star", and together with the Company,  sometimes referred to
collectively as the "Other  Parties"),  and American  Escrow Company  ("American
Escrow").


                              W I T N E S S E T H :
         WHEREAS,  the Company and Lone Star are parties to that certain  Master
Settlement Agreement dated as of August 1, 2001 (the "Settlement Agreement");

         WHEREAS,  pursuant to the Settlement Agreement, the Company is required
to deliver the Deposit  (hereinafter  defined) to American  Escrow to be held by
bank and released in  accordance  with the terms and  conditions  of this Escrow
Agreement; and

         WHEREAS,  the Company and Lone Star have requested  American  Escrow to
act in the  capacity of escrow agent under this Escrow  Agreement,  and American
Escrow, subject to the terms and conditions hereof, has agreed so to do.

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
and agreements contained herein, the parties hereto hereby agree as follows:

         1.       Appointment of Escrow Agent. Each of the Company and Lone Star
hereby appoints  American Escrow as the escrow agent under this Escrow Agreement
(American Escrow in such capacity,  the "Escrow Agent"), and Escrow Agent hereby
accepts such appointment.

         2.       Deposit. Upon execution of this Escrow Agreement,  the Company
will  deliver to the Escrow  Agent (i) the sum of Nine  Hundred Two Thousand One
Hundred Fourteen Dollars and NO/100  ($902,114.00)  (as said amount may increase
or  decrease  as a result of the  investment  thereof  and as said amount may be
reduced by charges  thereto and payments and setoffs  therefrom to compensate or
reimburse  Escrow  Agent for  amounts  owing to it pursuant  hereto),  (ii) that
certain  Certificate  of Deposit in the amount of $527,825  dated April 30, 2001
and issued to Roswell  Retirement  Ltd Co and (iii) that certain  Certificate of
Deposit  in the amount of  $570,061  dated  April 30,  2001  (collectively,  the
"Deposit")  to be held by Escrow  Agent in  accordance  with the  terms  hereof.


                                Page 188 of 200
<PAGE>

Subject to and in accordance with the terms and conditions hereof,  Escrow Agent
agrees that it shall  receive,  hold in escrow,  invest the cash  portion of the
Deposit and release or distribute the Deposit. It is hereby expressly stipulated
and agreed  that all  interest  and other  earnings  on the cash  portion of the
Deposit  shall  accrue for the benefit of the Company and shall be  disbursed to
the Company upon termination of this Escrow Agreement.

         3.       Investment of the Deposit.  Escrow Agent shall invest the cash
portion of the Deposit in the Nations 231 Fund,  unless otherwise  instructed in
writing by the Other Parties. Such written instructions,  if any, referred to in
the foregoing sentence shall specify the type and identity of the investments to
be purchased  and/or sold and shall also include the name of the  broker-dealer,
if any,  which the Other  Parties  direct the Escrow  Agent to use in respect of
such investment,  any particular  settlement  procedures required, if any (which
settlement   procedures   shall  be  consistent  with  industry   standards  and
practices), and such other information as Escrow Agent may require. Escrow Agent
shall not be liable  for  failure  to invest  funds  absent  sufficient  written
direction.   Unless   Escrow  Agent  is  otherwise   directed  in  such  written
instructions,  Escrow  Agent  may  use a  broker-dealer  of its  own  selection,
including a broker-dealer owned by or affiliated with Escrow Agent or any of its
affiliates.  The Escrow Agent or any of its affiliates may receive  compensation
with respect to any investment  directed  hereunder.  It is expressly agreed and
understood  by the  parties  hereto  that  Escrow  Agent  shall  not in any  way
whatsoever be liable for losses on any investments,  including,  but not limited
to,  losses from market risks due to  premature  liquidation  or resulting  from
other actions taken pursuant to this Escrow Agreement.

         Receipt and  investment  of the cash  portion of the  Deposit  shall be
confirmed by Escrow Agent as soon as practicable by account  statement,  and any
discrepancies in any such account  statement shall be noted by the Other Parties
to Escrow Agent within 30 calendar days after receipt thereof. Failure to inform
Escrow  Agent in  writing of any  discrepancies  in any such  account  statement
within said 30-day  period shall  conclusively  be deemed  confirmation  of such
account  statement in its  entirety.  For purposes of this  paragraph,  (a) each
account  statement  shall be deemed to have been  received  by the party to whom
directed  on the earlier to occur of (i) actual  receipt  thereof and (ii) three
Business  Days  (hereinafter  defined)  after the deposit  thereof in the United
States Mail,  postage prepaid and (b) the term "Business Day" shall mean any day
of the year,  excluding  Saturday,  Sunday and any other day on which  banks are
required or authorized to close in Dallas, Texas.

         4.       Release of Deposit.  Escrow Agent is hereby authorized to make
disbursements of the Deposit only as follows:

                  (a)      Upon receipt of written  instructions  signed by both
the Company and Lone Star and  otherwise in form and substance  satisfactory  to
Escrow Agent, in accordance with such instructions;

                  (b)      Upon receipt of a certificate of an executive officer
of:

                           (i)      Lone   Star   which   certifies   that   the
         Settlement  Agreement  has  been  terminated  other  than  pursuant  to
         Sections  6.1(c),  (d),  (e),  (f),  (g), (i) or (j) of the  Settlement
         Agreement, to Lone Star; or


                                Page 189 of 200
<PAGE>

                           (ii)     the  Company   which   certifies   that  the
         Settlement  Agreement has been terminated  pursuant to Sections 6.1(c),
         (d), (e), (f) or (g), to the Company;

it being  acknowledged  and agreed that each of Lone Star and the Company has an
unconditional  right to receive  the  disbursement  requested  by the  foregoing
certificates  provided that such certificates are timely and properly  delivered
to Escrow Agent as determined by Escrow Agent;

                  (c)      Upon  receipt of  evidence  from the  Company or Lone
Star that:

                           (i)      an adverse  judgment is entered  against any
         Greenbriar  Party or any of its respective  Subsidiaries and Affiliates
         (as such terms are defined in the Settlement Agreement) with respect to
         (A) Title 11 of the United States Code or any other applicable federal,
         state or foreign  bankruptcy,  debtor  relief or other similar law, (B)
         the appointment of a custodian, receiver, liquidator, assignee, trustee
         or sequestrator  (or similar  official) for any Greenbriar Party or any
         of its respective  Subsidiaries  and  Affiliates or of any  substantial
         part of such person's  assets or (C) the  winding-up or  liquidation of
         the  affairs  of  any  Greenbriar   Party  or  any  of  its  respective
         Subsidiaries and Affiliates,  other than the pending bankruptcy filings
         of American Care Communities,  Inc.,  Neawanna by the Sea LP, Villa Del
         Rey Roswell, L.P. and Villa Del Rey Seaside Inc.; or

                           (ii)     any   Greenbriar   Party   or   any  of  its
         respective  Subsidiaries  or  Affiliates  (A) filed a petition  seeking
         relief under Title 11 of the United States Code or any other applicable
         federal, state or foreign bankruptcy, debtor relief or similar law, (B)
         consented to the institution of proceedings thereunder or to the filing
         of any such petition or to the appointment of or taking possession by a
         custodian, receiver, liquidator,  assignee, trustee or sequestrator (or
         similar  official)  of any  Greenbriar  Party or any of its  respective
         Subsidiaries  or  Affiliates  or of any  substantial  part of any  such
         person's  assets,  (C) made a general  assignment  for the  benefit  of
         creditors,  (D) took  any  corporate  action  to  authorize  any of the
         foregoing  or (E)  admitted  in writing its  inability  to, or shall be
         generally unable to, pay its debts as such debts become due, other than
         the pending  bankruptcy  filings of American  Care  Communities,  Inc.,
         Neawanna by the Sea LP, Villa Del Rey  Roswell,  L.P. and Villa Del Rey
         Seaside Inc.

         to Lone Star; or

                  (d)      Upon the  receipt of a copy of a judgment  of a court
of competent  jurisdiction  having the authority to determine the disposition of
the Deposit, which judgment is not subject to appeal, reconsideration or review,
in accordance with such judgment.


                                Page 190 of 200
<PAGE>

Notwithstanding  anything  contained  herein or elsewhere to the  contrary,  the
Other Parties hereby  expressly agree that the Escrow Agent shall be entitled to
charge the cash  portion of the Deposit  for,  and pay and set-off from the cash
portion of the Deposit,  any and all amounts,  if any, then owing to it pursuant
to this Escrow  Agreement prior to the disbursement of the Deposit in accordance
with clauses (a) and (b) of this Section 4.

         5.       Tax Matters. The Other Parties shall provide Escrow Agent with
their respective  taxpayer  identification  numbers documented by an appropriate
Form W 8 or Form W 9 upon  execution  of this  Escrow  Agreement.  Failure so to
provide such forms may prevent or delay  disbursements  from the Deposit and may
also result in the  assessment of a penalty and Escrow Agent's being required to
withhold tax on any interest or other income earned on the Deposit. Any payments
of income shall be subject to applicable  withholding  regulations then in force
in the United States or any other jurisdiction, as applicable.

         6.       Scope   of    Undertaking.    Escrow    Agent's   duties   and
responsibilities  in  connection  with  this  Escrow  Agreement  shall be purely
ministerial  and shall be limited to those  expressly  set forth in this  Escrow
Agreement.  Escrow Agent is not a principal,  participant  or beneficiary in any
transaction  underlying this Escrow  Agreement and shall have no duty to inquire
beyond  the  terms  and   provisions   hereof.   Escrow   Agent  shall  have  no
responsibility  or  obligation  of any  kind  in  connection  with  this  Escrow
Agreement or the Deposit and shall not be required to deliver the Deposit or any
part  thereof or take any action with respect to any matters that might arise in
connection  therewith,  other than to  receive,  hold,  invest and  deliver  the
Deposit as herein provided. Without limiting the generality of the foregoing, it
is hereby  expressly  agreed and  stipulated  by the parties  hereto that Escrow
Agent shall not be required to exercise any discretion  hereunder and shall have
no investment or management responsibility and, accordingly,  shall have no duty
to, or  liability  for its failure to,  provide  investment  recommendations  or
investment advice to the Other Parties or either of them. Escrow Agent shall not
be liable for any error in judgment,  any act or omission, any mistake of law or
fact,  or for anything it may do or refrain from doing in  connection  herewith,
except for,  subject to Section 7  hereinbelow,  its own willful  misconduct  or
gross  negligence.  It is the intention of the parties  hereto that Escrow Agent
shall never be required to use, advance or risk its own funds or otherwise incur
financial  liability in the  performance of any of its duties or the exercise of
any of its rights and powers hereunder.

         7.       Reliance;  Liability.  Escrow Agent may rely on, and shall not
be liable for acting or refraining  from acting in accordance  with, any written
notice,  instruction  or request or other paper  furnished  to it  hereunder  or
pursuant  hereto and  believed  by it to have been  signed or  presented  by the
proper  party or  parties.  Escrow  Agent  shall  be  responsible  for  holding,
investing  and  disbursing  the  Deposit  pursuant  to  this  Escrow  Agreement;
provided,  however,  that in no event shall  Escrow Agent be liable for any lost
profits, lost savings or other special,  exemplary,  consequential or incidental
damages in excess of Escrow  Agent's fee hereunder and provided,  further,  that
Escrow Agent shall have no liability  for any loss arising from any cause beyond
its  control,  including,  but not limited to, the  following:  (a) acts of God,
force majeure,  including,  without limitation,  war (whether or not declared or
existing),  revolution,  insurrection,  riot, civil commotion,  accident,  fire,



                                Page 191 of 200
<PAGE>

explosion,  stoppage of labor, strikes and other differences with employees; (b)
the act,  failure or neglect of any Other Party or any agent or correspondent or
any other person  selected by Escrow Agent;  (c) any delay,  error,  omission or
default of any mail, courier,  telegraph,  cable or wireless agency or operator;
or (d) the acts or  edicts of any  government  or  governmental  agency or other
group or entity exercising  governmental powers. Escrow Agent is not responsible
or liable in any manner whatsoever for the sufficiency, correctness, genuineness
or validity of the subject matter of this Escrow Agreement or any part hereof or
for the  transaction  or  transactions  requiring or underlying the execution of
this  Escrow  Agreement,  the form or  execution  hereof or for the  identity or
authority of any person  executing  this Escrow  Agreement or any part hereof or
depositing the Deposit.

         8.       Right of Interpleader.  Should any controversy arise involving
the  parties  hereto or any of them or any  other  person,  firm or entity  with
respect to this Escrow Agreement or the Deposit,  or should a substitute  escrow
agent fail to be designated as provided in Section 15 hereof, or if Escrow Agent
should be in doubt as to what action to take, Escrow Agent shall have the right,
but not the obligation, either to (a) withhold delivery of the Deposit until the
controversy is resolved,  the conflicting  demands are withdrawn or its doubt is
resolved or (b) institute a petition for  interpleader in any court of competent
jurisdiction to determine the rights of the parties hereto.  In the event Escrow
Agent is a party to any dispute, Escrow Agent shall have the additional right to
refer  such   controversy  to  binding   arbitration.   Should  a  petition  for
interpleader be instituted, or should Escrow Agent be threatened with litigation
or become involved in litigation or binding arbitration in any manner whatsoever
in  connection  with this Escrow  Agreement  or the Deposit,  the Other  Parties
hereby jointly and severally agree to reimburse  Escrow Agent for its attorneys'
fees and any and all other  expenses,  losses,  costs and  damages  incurred  by
Escrow Agent in  connection  with or resulting  from such  threatened  or actual
litigation or arbitration prior to any disbursement hereunder.

         9.       Indemnification.   The  Other  Parties   hereby   jointly  and
severally indemnify Escrow Agent, its officers,  directors,  partners, employees
and agents (each herein called an "Indemnified  Party")  against,  and hold each
Indemnified  Party  harmless  from,  any and all  expenses,  including,  without
limitation,  attorneys' fees and court costs, losses, costs, damages and claims,
including,   but  not  limited  to,  costs  of  investigation,   litigation  and
arbitration,  tax liability and loss on investments  suffered or incurred by any
Indemnified  Party in  connection  with or  arising  from or out of this  Escrow
Agreement,  except  such  acts or  omissions  as may  result  from  the  willful
misconduct or gross  negligence  of such  Indemnified  Party.  IT IS THE EXPRESS
INTENT OF EACH OF THE COMPANY AND LONE STAR TO INDEMNIFY EACH OF THE INDEMNIFIED
PARTIES  FOR,  AND HOLD  THEM  HARMLESS  AGAINST,  THEIR OWN  NEGLIGENT  ACTS OR
OMISSIONS.

         10.      Compensation and Reimbursement of Expenses. The Company hereby
agrees to pay Escrow Agent for its services  hereunder in accordance with Escrow
Agent's fee  schedule as attached as Schedule I hereto as in effect from time to
time and to pay all  expenses  incurred by Escrow Agent in  connection  with the
performance of its duties and enforcement of its rights  hereunder and otherwise
in connection with the preparation, operation, administration and enforcement of
this Escrow Agreement, including, without limitation, attorneys' fees, brokerage
costs and related expenses incurred by Escrow Agent.


                                Page 192 of 200
<PAGE>

         11.      Funds Transfer.  In the event funds transfer  instructions are
given (other than in writing at the time of execution of the Escrow  Agreement),
whether in writing, by telefax, or otherwise,  the Escrow Agent is authorized to
seek confirmation of such  instructions by telephone  call-back to the person or
person designated on Schedule II hereto,  and the Escrow Agent may rely upon the
confirmations  of anyone  purporting to be the person or persons so  designated.
The persons and telephone  numbers for call-backs may be changed only in writing
actually  received and  acknowledged  by the Escrow  Agent.  The parties to this
Escrow  Agreement  acknowledge  that such  security  procedure  is  commercially
reasonable.

                  It is understood  that the Escrow Agent and the  beneficiary's
bank in any funds  transfer may rely solely upon any account  numbers or similar
identifying  number  provided by either of the other parties  hereto to identify
(i) the beneficiary, (ii) the beneficiary's bank, or (iii) an intermediary bank.
The Escrow  Agent may apply any of the escrowed  funds for any payment  order it
executes using any such identifying  number,  even where its use may result in a
person other than the beneficiary being paid, or the transfer of funds to a bank
other than the beneficiary's bank or an intermediary bank, designated.


         12.      Notices.  Any  notice  or  other  communication   required  or
permitted  to be given under this Escrow  Agreement  by any party  hereto to any
other party hereto shall be considered  as properly  given if in writing and (a)
delivered against receipt therefor,  (b) mailed by registered or certified mail,
return receipt requested and postage prepaid or (c) sent by telefax machine,  in
each case to the address or telefax number, as the case may be, set forth below:

         If to Escrow Agent:

                American Escrow Company
                2626 Howell Street, 10th Floor
                Dallas, Texas 75204
                Attn:  Judy DeMara
                Telefax No.: (214) 855-8889
                Telephone No.: (214) 855-8830

         If to the Company:

                Greenbriar Corporation
                650 Centura Tower One
                14185 Dallas Parkway
                Dallas, Texas 75240
                Attn:   President
                Telefax No.:  (972) 407-8420
                Telephone No.: (972) 407-8400



                                Page 193 of 200
<PAGE>

         With a copy (which shall not constitute notice) to:

                Henry W. Simon, Jr.
                Simon, Warner & Doby, L.L.P.
                1700 City Center Tower II
                301 Commerce Street
                Fort Worth, Texas  76102
                Telefax No.: (817) 810-5255
                Telephone No.: (817) 810-5250

         If to Lone Star:

                LSOF Pooled Equity, L.P.
                600 N. Pearl Street
                Suite 1550, LB 161
                Dallas, Texas  76140
                Attn: Len Allen
                Telefax No.:  (214) 754-8401
                Telephone No.: (214) 754-8300

         With a copy (which shall not constitute notice) to:

                Weil, Gotshal & Manges LLP
                100 Crescent Court, Suite 1300
                Dallas, Texas 75201-6950
                Attn: Michael A. Saslaw
                Telefax No.: (214) 746-7777
                Telephone No,: (214) 746-7700

Except to the extent  otherwise  provided in the second  paragraph  of Section 3
hereinabove, delivery of any communication given in accordance herewith shall be
effective only upon actual receipt  thereof by the party or parties to whom such
communication  is directed.  Any party to this Escrow  Agreement  may change the
address to which  communications  hereunder are to be directed by giving written
notice to the other  party or  parties  hereto in the  manner  provided  in this
section.

         13.      Consultation with Legal Counsel. Escrow Agent may consult with
its counsel or other counsel satisfactory to it concerning any question relating
to its duties or responsibilities  hereunder or otherwise in connection herewith
and shall not be liable for any action taken,  suffered or omitted by it in good
faith upon the advice of such counsel.


                                Page 194 of 200
<PAGE>

         14.      Choice of Laws; Cumulative Rights. This Escrow Agreement shall
be construed under, and governed by, the laws of the State of Texas,  excluding,
however,  (a) its choice of law rules and (b) the  portions  of the Texas  Trust
Code Sec.  111.001,  et seq. of the Texas  Property  Code  concerning  fiduciary
duties and liabilities of trustees.  All of Escrow Agent's rights  hereunder are
cumulative of any other rights it may have at law, in equity or  otherwise.  The
parties hereto agree that the forum for resolution of any dispute  arising under
this  Escrow  Agreement  shall be Dallas  County,  Texas,  and each of the Other
Parties hereby consents, and submits itself, to the jurisdiction of any state or
federal court sitting in Dallas County, Texas.

         15.      Resignation.  Escrow Agent may resign  hereunder upon ten (10)
days'  prior  notice  to the  Other  Parties.  Upon the  effective  date of such
resignation,  Escrow Agent shall  deliver the Deposit to any  substitute  escrow
agent  designated by the Other Parties in writing.  If the Other Parties fail to
designate a  substitute  escrow  agent  within ten (10) days after the giving of
such notice,  Escrow Agent may  institute a petition  for  interpleader.  Escrow
Agent's sole responsibility  after such 10-day notice period expires shall be to
hold the Deposit  (without any  obligation  to reinvest the same) and to deliver
the same to a designated  substitute escrow agent, if any, or in accordance with
the   directions  of  a  final  order  or  judgment  of  a  court  of  competent
jurisdiction,  at which time of delivery  Escrow Agent's  obligations  hereunder
shall cease and terminate.

         16.      Assignment.  This  Escrow  Agreement  shall not be assigned by
either of the Other Parties  without the prior  written  consent of Escrow Agent
(such assigns of the Other Parties to which Escrow Agent  consents,  if any, and
Escrow Agent's assigns being hereinafter  referred to collectively as "Permitted
Assigns"); provided that Lone Star may assign its right to receive any or all of
the Deposit to any other person.

         17.      Severability.  If one or more of the  provisions  hereof shall
for any reason be held to be invalid,  illegal or  unenforceable  in any respect
under applicable law, such invalidity,  illegality or unenforceability shall not
affect any other provisions hereof, and this Escrow Agreement shall be construed
as if such invalid,  illegal or unenforceable provision had never been contained
herein,  and the  remaining  provisions  hereof  shall be given  full  force and
effect.

         18.      Termination.  This Escrow  Agreement  shall terminate upon the
disbursement,  in  accordance  with  Sections 4 or 15 hereof,  of the Deposit in
full; provided,  however, that in the event all fees, expenses,  costs and other
amounts  required to be paid to Escrow Agent hereunder are not fully and finally
paid prior to termination, the provisions of Section 10 hereof shall survive the
termination hereof and, provided further, that the last two sentences of Section
8 hereof and the provisions of Section 9 hereof shall, in any event, survive the
termination hereof.

         19.      General.   The  section  headings  contained  in  this  Escrow
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or interpretation  of this Escrow  Agreement.  This Escrow Agreement and
any affidavit, certificate,  instrument, agreement or other document required to
be provided hereunder may be executed in two or more counterparts, each of which
shall be deemed an original,  but all of which taken together  shall  constitute
but one and the same instrument. Unless the context shall otherwise require, the
singular shall include the plural and vice-versa, and each pronoun in any gender
shall  include  all  other  genders.  The terms and  provisions  of this  Escrow


                                Page 195 of 200
<PAGE>

Agreement constitute the entire agreement among the parties hereto in respect of
the subject  matter  hereof,  and neither the Other Parties nor Escrow Agent has
relied on any representations or agreements of the other, except as specifically
set forth in this Escrow  Agreement.  This  Escrow  Agreement  or any  provision
hereof may be amended, modified, waived or terminated only by written instrument
duly signed by the parties  hereto.  This  Escrow  Agreement  shall inure to the
benefit of, and be binding upon, the parties hereto and their respective  heirs,
devisees,  executors,  administrators,  personal  representatives,   successors,
trustees, receivers and Permitted Assigns. This Escrow Agreement is for the sole
and exclusive  benefit of the Other Parties and the Escrow Agent, and nothing in
this Escrow  Agreement,  express or  implied,  is intended to confer or shall be
construed as conferring upon any other person any rights,  remedies or any other
type or types of benefits.


            [The Remainder of this Page Is Intentionally Left Blank.]







                                Page 196 of 200
<PAGE>

         IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Escrow
Agreement to be effective as of the date first above written.

                                   GREENBRIAR CORPORATION

                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title: ______________________________________

                                   LSOF POOLED EQUITY, L.P.

                                   By: LSOF Genpar, Inc., its General Partner

                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title: ______________________________________


                                   AMERICAN ESCROW COMPANY


                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title: ______________________________________







                                Page 197 of 200
<PAGE>

Schedule I

                                      $500


Schedule II

                Telephone Number(s) for Call-backs and Person(s)
                Designated to Confirm Funds Transfer Instructions


                  If to the Company:


     Name                                    Telephone Number
     ----                                    ----------------

Gene Bertcher                                 (972) 407-8400



If to Lone Star:

     Name                                    Telephone Number
     ----                                    ----------------

JD Dell                                       (214) 754-8300


Telephone  call-backs  shall be made to either the Company or Lone Star if joint
instructions are required pursuant to the Escrow Agreement.







                                Page 198 of 200

</TEXT>
</DOCUMENT>
