-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 O4a8zYbgLDhsx2b42OCLas4nY2aoEpLzDrirZeITQ0LBtP71snL18tjfw2nBUbcg
 4FvGx/R7FephTFT651dbhg==

<SEC-DOCUMENT>0000950134-04-015095.txt : 20041018
<SEC-HEADER>0000950134-04-015095.hdr.sgml : 20041018
<ACCEPTANCE-DATETIME>20041015183524
ACCESSION NUMBER:		0000950134-04-015095
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20041012
ITEM INFORMATION:		Completion of Acquisition or Disposition of Assets
ITEM INFORMATION:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041018
DATE AS OF CHANGE:		20041015

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GREENBRIAR CORP
		CENTRAL INDEX KEY:			0000105744
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-SKILLED NURSING CARE FACILITIES [8051]
		IRS NUMBER:				752399477
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-08187
		FILM NUMBER:		041081960

	BUSINESS ADDRESS:	
		STREET 1:		14185 DALLAS PKWY
		STREET 2:		STE 650
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75240
		BUSINESS PHONE:		9724078400

	MAIL ADDRESS:	
		STREET 1:		14185 DALLAS PKWY
		STREET 2:		STE 650
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75204

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MEDICAL RESOURCE COMPANIES OF AMERICA
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	WESPAC INVESTORS TRUST
		DATE OF NAME CHANGE:	19900605
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d19151e8vk.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML>
<HEAD>
<TITLE>e8vk</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">


<HR size="4" noshade color="#000000" style="margin-top: -5px">
<HR size="1" noshade color="#000000" style="margin-top: -10px">





<P align="center" style="font-size: 14pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<P align="center" style="font-size: 18pt"><B>FORM 8-K</B>

<P align="center" style="font-size: 12pt"><B>CURRENT REPORT</B>

<P align="center" style="font-size: 12pt"><B>Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act</B>


<P align="center" style="font-size: 10pt">Date of Report: October&nbsp;12, 2004<BR>
(Date of Earliest Event Reported)


<P align="center" style="font-size: 24pt"><B>GREENBRIAR CORPORATION</B>

<DIV align="center" style="font-size: 10pt">(Exact Name of Registrant as Specified in its Charter)</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>Nevada</B><BR>
(State or other<BR>
jurisdiction of incorporation)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>0-8187</B><BR>
(Commission<BR>
File No.)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>75-2399477</B><BR>
(I.R.S. Employer<BR>
Identification No.)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><B>1755 Wittington Place, Suite&nbsp;340<BR>
Dallas, Texas 75234</B><BR>
(Address of principal executive offices)



<P align="center" style="font-size: 10pt"><B>972-407-8400</B><BR>
(Registrant&#146;s telephone number, including area code)



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT face="Wingdings">&#111;</FONT> Written communications pursuant to Rule&nbsp;425 under the
Securities Act (17 CFR 230.425)</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT face="Wingdings">&#111;</FONT> Soliciting material pursuant to Rule&nbsp;14a-12 under the
Exchange Act (17 CFR 240.14a-12)</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT face="Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule&nbsp;14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT face="Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule&nbsp;13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))</TD>
</TR>

</TABLE>

<P>
<HR size="1" noshade color="#000000" style="margin-top: -2px">
<HR size="4" noshade color="#000000" style="margin-top: -10px">






<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>Item&nbsp;2.01. Completion of Acquisition or Disposition of Assets</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On October&nbsp;12, 2004, Greenbriar Corporation (the &#147;Company&#148; or &#147;GBR&#148; or
&#147;Registrant&#148;) entered into an Acquisition Agreement with four individuals,
Ronald Finley, Jeffrey A. Finley, Bradford A. Phillips and Gene E. Phillips,
pursuant to which GBR acquired in a stock-for-stock exchange all of the issued
and outstanding equity interests of two privately-held corporations, Finley
Equities, Inc., a Texas corporation (&#147;FEINC&#148;), and American Realty Management,
Inc., a Nevada corporation (&#147;ARM&#148;) in exchange for 31,500 shares of GBR&#146;s
newly-designated Series&nbsp;J 2% Cumulative Preferred Stock, liquidation value $1,000 per
share. FEINC and ARM each own an undivided one-half of the equity interest in
Tacaruna B.V., a Netherlands company, which in turn directly owns 30% of
CableTEL AD (formerly Cable Bulgaria AD), which does business as &#147;CableTEL.&#148;
Tacaruna BV also owns 64% of the equity of Narisma Holdings Limited, a Cypress
Company, which in turn owns the balance of 70% of CableTEL. Tacaruna BV also
holds a right (presently scheduled to mature or expire October&nbsp;31, 2004) to
acquire the remaining 36% of the Narisma Holdings Limited outstanding stock for
&#128;7,000,000 (approximately $8,470,000 at today&#146;s conversion rate). The result
is that GBR through the acquisition indirectly owns and controls 74.8% of the
equity interest in CableTEL.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;CableTEL is the largest cable television operator in Bulgaria, providing
cable television services to approximately 11.5% of the Bulgarian market, or
approximately 130,000 households in 20 cities. CableTEL is also a
vertically-integrated communications company which provides in addition to
cable television, telephony services (including voice-over IP), internet
services, and fiberoptic connectivity to individual and commercial customers in
the country of Bulgaria. CableTEL owns the only land-based fiberoptic network
encircling the country of Bulgaria that offers this combination of services.
CableTEL is currently the only company in Bulgaria licensed to provide the
bundled services of telephone, internet access and cable television.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Prior to this transaction, GBR had no material relationship with Ronald
Finley, Jeffrey A. Finley or Bradford A. Phillips. Bradford A. Phillips is the
son of Gene E. Phillips. Gene E. Phillips is an individual who has significant
contact with and influence upon matters handled by Basic Capital Management,
Inc., a Nevada corporation (&#147;BCM&#148;), International Health Products, Inc., a
Nevada corporation (&#147;IHPI&#148;), TacCo Financial, Inc., a Nevada corporation
(&#147;TFI&#148;) and its wholly-owned subsidiary, JRG Investment Co., Inc., a Nevada
corporation (&#147;JRGIC&#148;). Gene E. Phillips, BCM, IHPI, TFI and JRGIC are all
Reporting Persons who may be deemed to constitute a &#147;Person&#148; within the meaning
of Section&nbsp;13d of the Securities Exchange Act of 1934, as amended (the
&#147;Exchange Act&#148;), which corporations are the owners of shares of Common Stock of
GBR which are the subject of a Schedule&nbsp;13D and amendments thereto filed on
behalf of Mr.&nbsp;Phillips and such corporations with the Securities and Exchange
Commission (the &#147;Commission&#148;). Reference is made to Amendment No.&nbsp;5 to
Statement on Schedule&nbsp;13D for event date of August&nbsp;18, 2004 on file with the
Commission for a summary of the information contained therein. As of such
date, IHPI owned 9.970 shares of Common Stock of GBR (approximately 1% of the
outstanding), TFI owned 28,596 shares of Common Stock of GBR (approximately
2.93% of the outstanding) and JRGIC owned 156,886 shares of Common Stock of GBR
(approximately 16.06% of the outstanding), which in the aggregate total 195,452
shares of Common Stock of GBR, or approximately 20% of the then issued and
outstanding shares of Common Stock.


<P align="center" style="font-size: 10pt">1
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consideration given by GBR for the assets received was an aggregate of
31,500 shares of GBR&#146;s newly-designated Series&nbsp;J 2% Cumulative Preferred Stock,
liquidation value $1,000 per share. Such Preferred Stock has the right to
receive cumulative cash dividends of $20 per share per annum, payable
quarterly, payment of $1,000 per share in the event of dissolution, liquidation
or winding up of GBR before any distribution is made by GBR to its common
stockholders, optional redemption at any time after September&nbsp;30, 2006, at a
price of $1,000 per share plus cumulative dividends, no initial right of
conversion into any other securities of GBR, and voting rights consisting of
five votes per share voting together with all other classes of stock. The
shares of Series&nbsp;J 2% Cumulative Preferred Stock are restricted in transfer, have not been
registered under the Securities Act, and were issued to Jeffrey A. Finley,
1,575 shares (5%), Ronald Finley, 14,175 shares (45%), Bradford A. Phillips,
3,150 shares (10%) and Gene E. Phillips, 12,600 shares (40%). The Acquisition
Agreement contains customary representations and warranties and covenants by
the parties, but also requires, as soon as reasonably practicable and in no
event later than September&nbsp;30, 2005, that GBR present the transaction
represented by the Acquisition Agreement, together with a proposed mandatory
exchange of preferred stock for common stock to its current stockholders in
accordance with the applicable requirements of the Commission and the American
Stock Exchange, Inc. (&#147;AMEX&#148;) for a vote (or written consent by the requisite
number) of stockholders to approve the transaction, including a mandatory
exchange of all shares of preferred stock for shares of GBR&#146;s Common Stock on
the basis of 279 shares of Common Stock for each share of
Series&nbsp;J 2% Cumulative Preferred
Stock, which will result in an aggregate of 8,788,500 shares of Common Stock
being issued to the four individuals (or their transferees), which shall then
constitute at least 89% of the total issued and outstanding shares of Common
Stock of GBR, all subject to the listing requirements with AMEX. In the event
the stockholders of GBR do not approve by the requisite number of votes either
the transaction covered by the Acquisition Agreement or the mandatory exchange
of shares of Common Stock for shares of the Series&nbsp;J 2% Cumulative Preferred Stock, the
holders of the Series&nbsp;J 2% Cumulative Preferred Stock have the option exercisable by all
of them but not less than all of them at any time after September&nbsp;30, 2005,
until September&nbsp;30, 2006 to either (a)&nbsp;rescind in full and revoke the
transaction covered by the Acquisition Agreement by returning all 31,500 shares
of Series&nbsp;J 2% Cumulative Preferred Stock to GBR upon which GBR shall deliver back to the
four individuals all equity securities of any entity owning all of the ordinary
shares and other securities of Tacaruna B.V. or of CableTEL, or (b)&nbsp;deliver to
GBR all 31,500 shares of Series&nbsp;J 2% Cumulative Preferred Stock of GBR and receive in
exchange therefor all of the ordinary shares and other securities of Tacaruna
B.V. outstanding and owned by GBR such that the four individuals will become
the owner and holder of all of the issued and outstanding securities of
Tacaruna B.V., which in turn continues to own shares of CableTEL and shares of
Narisma Holdings Limited.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;3.02. Unregistered Sales of Equity Securities</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On October&nbsp;12, 2004, GBR issued the right to receive 31,500 shares of its
newly-designated Series&nbsp;J 2% Cumulative Preferred Stock to four individuals pursuant to an
Acquisition Agreement dated October&nbsp;8, 2004. Each share of Series&nbsp;J
2% Cumulative Preferred Stock has a liquidation value of $1,000 per share, has a right to
cumulative cash dividends of $20 per share per annum payable quarterly, has the
right to payment of $1,000 per share in the event of dissolution, liquidation
or winding up of the Company before any distribution is made by the Company to
its common stockholders, optional redemption at any time after September&nbsp;30,
2006 at a price of $1,000 per share plus cumulative dividends, no initial right
to conversion into any other securities of the Company, and voting rights
consisting of five votes per share of Series&nbsp;J 2% Cumulative


<P align="center" style="font-size: 10pt">2
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt">Preferred Stock outstanding voting together with all other classes of stock,
all as set forth in the Certificate of Designations filed with the Secretary of
State of Nevada. The distribution of the 31,500 shares of Series&nbsp;J 2% Cumulative Preferred Stock of GBR was made pursuant to the Acquisition Agreement described
in Item&nbsp;2.01 above, and such shares were issued without registration pursuant
to the exemption afforded by Section&nbsp;4(2) of the Securities Act. Such shares
of Series&nbsp;J 2% Cumulative Preferred Stock may not be transferred by the holders except in
transactions which are exempt from the registration requirements of the
Securities Act.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;7.01. Regulation&nbsp;FD Disclosure</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On October&nbsp;12, 2004, the Company issued a press release announcing the
acquisition of assets and issuance of securities described until Items 2.01 and
3.02 above. A copy of the press release is attached hereto as Exhibit&nbsp;99.1.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The information in this Form 8-K being furnished under Item&nbsp;7.01 and
Exhibit&nbsp;99.1 under Item&nbsp;9.01 shall not be deemed to be &#147;filed&#148; for purposes of
Section&nbsp;18 of the Securities Exchange Act of 1934 (the &#147;Exchange Act&#148;) or
otherwise subject to the liabilities of such Section, nor shall such
information be deemed incorporated by reference in any filing under the
Securities Act or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;9.01. Financial Statements and Exhibits</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<B><I>Financial Statements of Businesses Acquired.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Financial Statements required by this Item will be filed by amendment not
later than 71 calendar days after the date that the initial report on Form 8-K
must be filed.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<B><I>Pro Forma Financial Information.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pro Forma financial information required by this item will be filed by
amendment not later than 71 calendar days after the initial report on Form 8-K
is to be filed.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;<B><I>Exhibits.</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following exhibits are filed herewith as exhibits or incorporated by
reference as indicated below:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="11%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="84%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Designation</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description of Exhibit</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.4*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Designations dated October&nbsp;12, 2004, as
filed with the Secretary of State of Nevada on October
13, 2004 (also an exhibit to 10.1 below).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Acquisition Agreement dated October&nbsp;12, 2004, among
Greenbriar Corporation, Ronald Finley, Jeffrey A.
Finley, Bradford A. Phillips and Gene E. Phillips
(excluding exhibits and schedules).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Press Release dated October&nbsp;12, 2004.</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>




<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">*</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Filed herewith.</TD>
</TR>

</TABLE>



<P align="center" style="font-size: 10pt">3
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly-caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly-authorized.

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">Dated: October 15, 2004.&nbsp;</TD>
    <TD colspan="3">GREENBRIAR CORPORATION<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">/s/ Gene S. Bertcher
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Gene S. Bertcher, President and&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Chief Executive Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>


<P align="center" style="font-size: 10pt">4
</DIV>


</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.4
<SEQUENCE>2
<FILENAME>d19151exv3w4.txt
<DESCRIPTION>CERTIFICATE OF DESIGNATIONS
<TEXT>
<PAGE>

                                                                     EXHIBIT 3.4

(DEAN HELLER LOGO)  DEAN HELLER
                    SECRETARY OF STATE
                    294 NORTH CARSON STREET, SUITE 1
                    CARSON CITY, NEVADA 80701-4299
                    (778) 684-6708
                    WEBSITE: SECRETARYOFSTATE.BIZ

                    CERTIFICATE OF DESIGNATION
                     (PURSUANT TO NRS 78.1955)

Important:  Read attached instructions before completing form.

                                             ABOVE SPACE IS FOR OFFICE USE ONLY.

                           CERTIFICATE OF DESIGNATION
                         FOR NEVADA PROFIT CORPORATIONS
                           (PURSUANT TO NRS 78.1955)

1.       Name of corporation:

         Greenbriar Corporation


2.       By resolution of the board of directors pursuant to a provision in the
         articles of incorporation, this certificate establishes the following
         regarding the voting powers, designations, preferences, limitations,
         restrictions and relative rights of the following class or series of
         stock:

         The Board of Directors hereby amends the Articles of Incorporation to
         provide for the issuance of one single series of Preferred Stock
         consisting of 31,500 shares in such Series J 2% Cumulative Preferred
         Stock as set forth below, and, subject to the provisions of Article
         Four of the Articles of Incorporation, as amended, of Greenbriar
         Corporation (the "Corporation"), hereby fixes and determines with
         respect to such series the following designations, preferences and
         relative participating, optional or other special rights, if any, and
         qualifications, limitations or restrictions thereof as set forth on
         Attachment "A" attached hereto and incorporated herein.

         Continued on Attachment "A."





3.       Effective date of filing (optional):

                 (MUST NOT BE LATER THAN 90 DAYS AFTER THE CERTIFICATE IS FILED)

4.       Officer Signature:                 /s/ GENE S. BERTCHER
                            ----------------------------------------------------

Filing Fee: $175.00

         IMPORTANT: Failure to include any of the above information and submit
         the proper fees may cause this filing to be rejected.

         SUBMIT IN DUPLICATE

         This form must be accompanied by appropriate fees. See attached fee
         schedule.


<PAGE>

                             GREENBRIAR CORPORATION

         1. Designation. The distinctive designation of such series shall be the
Series J 2% Cumulative Preferred Stock and each share of the Series J 2%
Cumulative Preferred Stock shall have a par value of $0.10 per share and a
preference on liquidation under paragraph 6 below of up to $1,000 per share. The
Series J 2% Cumulative Preferred Stock is sometimes referred to herein as the
"Series J Preferred Stock."

         2. Number of Shares. The number of shares which shall constitute the
Series J Preferred Stock shall be such number as may actually be issued by the
Corporation, not to exceed a maximum of 31,500 shares, which number may be
decreased (but not below the number then outstanding), from time to time by the
Board of Directors, subject to the provisions hereof.

         3. Dividends and Dividend Rate. Holders of record on the fifteenth day
of each March, June, September and December of each year of shares of the Series
J Preferred Stock shall be entitled to receive dividends, when and as declared
by the Board of Directors of the Corporation and to the extent permitted under
the Nevada General Corporation Law, payable quarterly on each March 31, June 30,
September 30 and December 31 of each year, beginning on December 31, 2004 (each
a "Dividend Reference Date" and, collectively, the "Dividend Reference Dates"),
in preference to and with priority over dividends upon all "Junior Securities"
(as defined in paragraph 6 below). Except as otherwise provided herein,
dividends on each share of Series J Preferred Stock (a "Share") will accrue (but
not compound) cumulatively on a daily basis at the rate per share of twenty
dollars ($20) per annum ($5 per calendar quarter) from and including the date of
issuance to and including the date on which the "Redemption Price" (as defined
in paragraph 4 below) of such Share is paid, whether or not such dividends have
been declared and whether or not there are profits, surplus or other funds of
the Corporation legally available for the payment of such dividends. For
purposes of this paragraph 3, the date on which the Corporation initially issues
any Share is its date of issuance, regardless of the number of times transfer of
such Share is made on the stock records maintained by or for the Corporation and
regardless of the number of certificates that may be issued to evidence such
Share (whether by reason of transfer of such Share or for any other reason).
Notwithstanding any other requirement of this paragraph unless the holder of the
Series J Preferred Stock requests of the Corporation payment of dividends in a
form other than cash, any and all quarterly dividends on the Series J Preferred
Stock shall be satisfied by payment of cash. So long as any Shares of Series J
Preferred Stock are outstanding, the Corporation will not declare or pay any
dividends on Junior Securities (other than dividends in respect of Common Stock
payable in shares of Common Stock) or make, directly or indirectly, any other
distribution of any sort in respect of Junior Securities, or any payment on
account of the purchase or other acquisition of the Junior Securities, unless on
the date of such declaration in the case of a dividend, or on such date of
distribution or payment, in the case of such distribution or other payment (a)
all dividends on the Series J Preferred Stock for all past quarter-yearly
dividend periods have been paid in full and the full dividends for the then
current quarter-yearly period shall have been paid or declared in a sum
sufficient for the payment thereof set apart, and (b) after giving effect to
such payment of dividends, other distributions, purchase or redemption, the
aggregate capital of the Corporation applicable to all capital stock of the
Corporation then outstanding, plus the earned and capital surplus of the
Corporation shall exceed the aggregate amount payable on involuntary
dissolution, liquidation or winding up of the Corporation on all



                             Attachment "A" - Page 1



<PAGE>


Shares of the Series J Preferred Stock and all stock ranking prior to or on a
parity with the Series J Preferred Stock as to dividends or assets outstanding
after the payment of such dividends, other distributions, purchase or
redemption. Dividends shall not be paid or declared and set apart for payment on
any series of Series J Preferred Stock for any dividend period (including the
Series J Preferred Stock) unless dividends have been or are, contemporaneously,
paid and declared and set apart for payment on all outstanding series of Series
J Preferred Stock entitled thereto for all dividend periods terminating on the
same or earlier date. If at any time the Corporation pays less than the total
amount of dividends then accrued with respect to the Series J Preferred Stock,
such payment will be distributed ratably among the then holders of Series J
Preferred Stock so that an amount equal is paid with respect to each outstanding
Share.

         4. Optional Redemption. The Corporation may, at any time after the
second anniversary date of the date of issuance thereof (but not prior thereto)
and from time to time thereafter, at the election of the Board of Directors of
the Corporation redeem any or all of the Series J Preferred Stock then
outstanding by written notice given not less than twenty (20) nor more than
sixty (60) days before the date fixed for redemption (the "Redemption Date"). If
mailed, such notice shall be deemed to be delivered when deposited in the United
States Mail, postage prepaid, addressed to the holder of shares of Series J
Preferred Stock at his or her address as it appears on the stock transfer
records of the Corporation. Such notice shall set forth (a) the shares to be so
redeemed, (b) the date fixed for redemption, (c) the applicable Redemption
Price, and (d) the place at which the holder(s) may obtain payment of the
applicable Redemption Price upon surrender of the share certificate(s). If less
than all shares of Series J Preferred Stock at any time outstanding shall be
called for redemption, such shares shall be redeemed pro rata by lot drawn or
other manner deemed fair in the sole discretion of the Board of Directors to
redeem one or more such shares without redeeming all such shares of Series J
Preferred Stock. If such notice of redemption shall have been so mailed, on or
before the Redemption Date, the Corporation may provide for payment of a sum
sufficient to redeem the applicable number of Series J Preferred Stock called
for redemption either (i) by setting aside the sum required to be paid as the
Redemption Price by the Corporation, separate and apart from its other funds, in
trust for the account of the holder(s) of the shares of Series J Preferred Stock
to be redeemed or (ii) by depositing such sum in a bank or trust company (either
located in the state where the principal executive office of the Corporation is
maintained, such bank or trust company having a combined surplus of at least
$10,000,000 according to its latest statement of condition, or such other bank
or trust company as may be permitted by the Articles of Incorporation, as
amended, or by law) as a trust fund, with irrevocable instructions and authority
to the bank or trust company to give or complete the notice of redemption and to
pay, on or after the Redemption Date, the applicable Redemption Price on
surrender of certificates evidencing the share(s) of Series J Preferred Stock so
called for redemption and, in either event, from and after the Redemption Date
(A) the share(s) of Series J Preferred Stock deemed to be redeemed, (B) such
setting aside or deposit shall be deemed to constitute full payment for such
Share(s), (C) such Share(s) so redeemed shall no longer be deemed to be
outstanding, (D) the holder(s) thereof shall cease to be a stockholder of the
Corporation with respect to such share(s), and (E) such holder(s) shall have no
rights with respect thereto except the right to receive their proportionate
share of the funds set aside pursuant hereto or deposited upon surrender of
their respective certificates. Any interest on the funds so



                             Attachment "A" - Page 2



<PAGE>


deposited shall be paid to the Corporation. Any and all such redemption deposits
shall be irrevocable except to the following extent: any funds so deposited
which shall not be required for the redemption of any shares of Series J
Preferred Stock because of any prior sale or purchase by the Corporation other
than through the redemption process, subsequent to the date of deposit but prior
to the Redemption Date, shall be repaid to the Corporation forthwith and any
balance of the funds so deposited and unclaimed by the holder(s) of any shares
of Series J Preferred Stock entitled thereto at the expiration of one calendar
year from the Redemption Date shall be repaid to the Corporation upon its
request or demand therefor and after any such repayment the holder(s) of the
share(s) so called for redemption shall look only to the Corporation for payment
of the Redemption Price thereof. In addition to the redemption under this
paragraph 4, the Corporation may redeem or repurchase shares of the Series J
Preferred Stock (i) from any holder(s) thereof who consents in writing to such
redemption, (ii) pursuant to any offer by the Corporation to purchase or acquire
share(s) from holders of less than a specified number of share(s) or "round
lots" (i.e., an "odd lot" or "99 or less" offer, or (iii) open market or
negotiated purchases, and in each of clauses (i), (ii) and/or (iii), the
provisions of this paragraph 4 will not apply to any such consented redemption.
All shares of Series J Preferred Stock redeemed shall be cancelled and retired
and no shares shall be issued in place thereof, but such shares shall be
restored to the status of authorized but unissued shares of Series J Preferred
Stock. The "Redemption Price" (herein so called) shall be an amount equal to (a)
the "Liquidation Value" (as defined in paragraph 6 below) of $1,000 per Share,
plus (b) the amount of all accrued but unpaid dividends thereon to the
Redemption Date, which shall include all cumulative dividends in arrears and
also the proportionate part of the dividend accrued since the last Dividend
Reference Date preceding the Redemption Date and whether or not earned or
declared, but without interest.

         5. Sinking Fund; Mandatory Redemption. The Corporation shall not be
required to maintain any so-called "Sinking Fund" for the retirement on any
basis of the Series J Preferred Stock. Notwithstanding the lack of any
requirement to maintain any "Sinking Fund," the Corporation shall at any time
following the fifth anniversary date of the date of issuance thereof, upon the
request of any holder of the Series J Preferred Stock and from time to time
thereafter, mandatorily redeem any or all of the Series J Preferred Stock then
outstanding within thirty (30) calendar days after the date of receipt of
written notice from the holder thereof at the Adjusted Redemption Price set
forth below on the date specified by such written notice from such holder which
shall not be less than thirty (30) calendar days after receipt by the
Corporation of such written notice nor more than ninety (90) calendar days after
the date specified in such written notice. Whether mailed, personally delivered
or delivered by electronic transmission, such written notice from the holder
shall only be effective upon receipt by the Corporation of such written notice.
Such written notice shall set forth (a) the share(s) to be so redeemed, (b) the
date preferred for redemption by the holder thereof, (c) the applicable Adjusted
Redemption Price, and (d) the place at which the holder(s) desires to receive
payment of the applicable Adjusted Redemption Price upon surrender of the
certificate(s). A holder may not request less than all shares of Series J
Preferred Stock held by such holder to be mandatorily redeemed unless the
Corporation consents in writing thereto. The Adjusted Redemption Price shall be
an amount equal to, on a per share basis (a) the "Liquidation Value" (as defined
in paragraph 6 below) of $1,000 per Share, plus (b) the amount of all accrued
but unpaid dividends thereon to the actual date of redemption, which shall
include all cumulative dividends and arrears and also the proportionate part of
the dividend accrued since the last Dividend Reference Date preceding such



                             Attachment "A" - Page 3



<PAGE>


date of redemption, and whether or not earned or declared, without interest,
plus, (c) the following premium per share during the periods set forth below:

<Table>
<Caption>
     If Mandatory Redemption occurs
       during the 12-month period            Additional Premium
            ending June 30 of                     Per Share
<S>                                          <C>
                  2009                                $1
                  2010                                $2
                  2011                                $3
                  2012                                $4
                  2013                                $5
</Table>

provided that from and after June 30, 2013, the premium per share shall continue
as $5.00 per share. In the event that the Corporation has received a written
notice of mandatory redemption from the holder of Series J Preferred Stock as
required, and the Corporation does not fulfill its obligations by so redeeming
such shares, the applicable holder shall have all rights available at law or in
equity to require such redemption, and in the event the Corporation avails
itself of a formal proceeding under Title 11 United States Code, such holder and
the amount of the Adjusted Redemption Price shall be entitled to treatment as a
general unsecured creditor in any such proceeding.

         6. Rights on Liquidation. In the event of any liquidation, dissolution
or winding-up of the Corporation, and after paying and providing for the payment
of all creditors of the Corporation, the holders of shares of the Series J
Preferred Stock then outstanding shall be entitled, before any distribution or
payment is made upon any "Junior Securities" (defined to be and mean the Common
Stock and any other equity security of any kind which the Corporation at any
time has issued, issues or is authorized to issue if the Series J Preferred
Stock has priority over such securities as to dividends or upon liquidation), to
receive a liquidation preference in an amount in cash equal to the aggregate
Liquidation Value of all shares of Series J Preferred Stock then outstanding,
whether any such liquidation, dissolution or winding up is voluntary or
involuntary and the holders of the Series J Preferred Stock shall not be
entitled to any other or further distributions of assets. The term "Liquidation
Value" shall be and mean, as of any particular date, an amount per Share of
Series J Preferred Stock equal to the Redemption Price if such share were so
redeemed in accordance with the provisions of paragraph 5 above, but in no event
shall exceed $1,000 per share, plus any accrued and unpaid cumulative dividends.
If, upon any dissolution, liquidation or winding-up of the affairs of the
Corporation, the net assets available for distribution shall be insufficient to
permit payment to the holders of all outstanding shares of all series of
Preferred Stock of the amounts to which they respectively shall be entitled,
then the assets of the Corporation to be distributed to such holders will be
distributed ratably among them based upon the amounts payable on the shares of
each such series of Preferred Stock in the event of voluntary or involuntary
dissolution, liquidation or winding-up, as the case may be, in proportion to the
full preferential amounts, together with any and all arrearages to which they
are respectively entitled. Upon any such liquidation, dissolution or winding-up
of the Corporation, after the holders of Preferred Stock have been paid in full
the amounts to which they are entitled, the remaining assets of the Corporation
may be distributed to the holders of Junior Securities, including Common Stock,
of the Corporation. The Corporation will mail written notice of such
liquidation, dissolution or winding-up, not less than twenty (20) nor more than
fifty


                             Attachment "A" - Page 4



<PAGE>


(50) days prior to the payment date stated therein to each record holder of
Series J Preferred Stock. Neither the consolidation nor merger of the
Corporation into or with any other corporation or corporations, nor the sale or
transfer by the Corporation of all or any part of its assets, nor a reduction of
the capital stock of the Corporation, nor the purchase or redemption by the
Corporation of any shares of its Preferred Stock or Common Stock or any other
class of its stock will be deemed to be a liquidation, dissolution or winding-up
of the Corporation within the meaning of this paragraph 6.

         7. Ranking. The Series J Preferred Stock shall rank on a parity as to
dividends and upon liquidation, dissolution or winding up with all other shares
of Preferred Stock issued by the Corporation; provided, however, that the
Corporation shall not issue any shares of Preferred Stock of any series which
are superior to the Series J Preferred Stock as to dividends or rights upon
liquidation, dissolution or winding up of the Corporation as long as any shares
of the Series J Preferred Stock are issued and outstanding, without the prior
written consent of the holders of a majority of such shares of Series J
Preferred Stock then outstanding voting separately as a class.

         8. Voting Rights. Except as otherwise provided by law or the Articles
of Incorporation, as amended or as required under the Nevada General Corporation
Law, each holder of the Series J Preferred Stock shall have five (5) votes per
share, voting together with the holders of any other class of stock entitled to
vote, without regard to class on all matters to be voted on by the shareholders
of the Corporation and such shares of stock shall be counted in determining the
total outstanding shares to constitute a quorum at any meeting of shareholders.
In addition, the consent of the holders of at least a majority in interest of
the Series J Preferred Stock at the time outstanding, given in person or by
proxy, either in writing or at any special or annual meeting called for the
purpose at which the Series J Preferred Stock shall vote separately as a class,
shall be necessary for effecting or validating any one or more of the following:

                  (a) The creation or authorization of any additional class of
         stock ranking prior to or in a parity with the Series J Preferred Stock
         in any respect; or the creation or authorization of any obligation or
         security convertible into shares of stock of any class ranking prior to
         or on a parity with the Series J Preferred Stock in any respect; or

                  (b) The amendment, alteration or repeal of any of the
         provisions of the Articles of Incorporation, as amended, or of the
         Bylaws of the Corporation, which adversely affects the rights or
         preferences of the Series J Preferred Stock or of the holders thereof;
         provided, however, for the purposes of this subdivision, an amendment
         to the Articles of Incorporation creating or authorizing shares of
         Junior Securities shall not be deemed to affect adversely the rights or
         preferences of the Series J Preferred Stock or the holders thereof by
         reason of the rights of such additional shares to vote with the holders
         of any other class of stock entitled to vote, without regard to class,
         on all matters to be voted on by the shareholders of the Corporation.

         9. No Conversion Rights. The Series J Preferred Stock may not be
converted into any other securities of the Corporation.



                             Attachment "A" - Page 5



<PAGE>


         10. Limited Right to Elect Director.

                  (a) If, and when, at any time, six consecutive quarterly
         dividends, in whole or in part, on the Series J Preferred Stock shall
         be in arrears, then the holders of the shares of Series J Preferred
         Stock, voting separately as a class, shall be entitled, at any annual
         meeting of shareholders or special meeting held in place thereof, or at
         a special meeting of the holders of the shares of the Series J
         Preferred Stock called as hereinafter provided, to elect one (1)
         director and, except as otherwise provided in the Articles of
         Incorporation, as amended, the holders of shares of Common Stock and
         any other class of stock of the Corporation, to the extent it shall
         have the right to vote, shall be entitled to elect all remaining
         members of the Board of Directors, but the holders of Common Stock and
         any other class of stock of the Corporation shall not be entitled to
         vote in the election of the director of the Corporation so to be
         elected by the holders of shares of Series J Preferred Stock. Such
         right of the holders of shares of Series J Preferred Stock to elect one
         (1) director may be exercised until dividends in default on the
         outstanding shares of Series J Preferred Stock have been paid in full
         or funds sufficient therefor set aside, and when so paid or provided
         for, then the right of the holders of shares of Series J Preferred
         Stock to elect such director shall cease, but subject always to the
         same provisions for the vesting of such voting rights in the case of
         any such future dividend default or defaults. At any time after such
         voting power shall have vested in the holders of the outstanding shares
         of Series J Preferred Stock, the Secretary of the Corporation may, and
         upon the written request of holders of record of 25% or more of the
         shares of Series J Preferred Stock then outstanding addressed to him at
         the principal office of the Corporation shall, call a special meeting
         of the holders of shares of Series J Preferred Stock for the election
         of the director to be elected by them as herein provided, to be held
         within sixty (60) days after delivery of such request and at the place
         and upon the notice provided by law and in the Bylaws for the holding
         of meetings of shareholders; provided, however, that the Secretary
         shall not be required to call such special meeting in the case of any
         such request received less than 120 days before the date fixed for the
         next ensuing annual meeting of shareholders. No such special meeting
         and no adjournment thereof shall be held on a date less than 30 days
         before the annual meeting of shareholders or special meeting held in
         place thereof next succeeding the time when the holders of the Series J
         Preferred Stock become entitled to elect one (1) director as above
         provided. If at any annual or special meeting or any adjournment
         thereof the holders of at least a majority of the shares of Series J
         Preferred Stock then outstanding shall be present or represented by
         proxy then, by vote of the holders of at least a majority of the shares
         of Series J Preferred Stock present or so represented at such meeting,
         the authorized number of directors of the Corporation shall be
         increased by one (1) and the holders of shares of Series J Preferred
         Stock shall be entitled to elect the additional director so provided
         for. The director so elected shall serve until the next annual meeting
         or until his successor shall be elected and shall qualify; provided,
         however, that whenever the holders of shares of Series J Preferred
         Stock shall be divested of voting power as above provided, the term of
         office of the person elected as director by the holders of shares of
         Series J Preferred Stock as a class shall



                             Attachment "A" - Page 6



<PAGE>


         forthwith terminate and the number of the Board of Directors shall be
         reduced accordingly.

                  (b) If, during any interval between any special meeting of the
         holders of shares of Series J Preferred Stock for the election of one
         (1) director to be elected by them as provided in the preceding
         paragraph and the next ensuing annual meeting of shareholders, or
         between annual meeting of shareholders for the election of directors,
         and while the holders of shares of Series J Preferred Stock shall be
         entitled to elect one (1) director, the director so elected by the
         holders of shares of Series J Preferred Stock shall resign or die, a
         majority of the directors then in office though less than a quorum
         shall designate the successor to fill the vacancy thereby created;
         provided, however, that if a successor shall not be designated to fill
         the vacancy created by the resignation or death of the director elected
         by the holders of shares of Series J Preferred Stock as hereinabove
         provided, within forty (40) days after the creation of such vacancy the
         Secretary of the Corporation shall call a special meeting of the
         holders of shares of Series J Preferred Stock and such vacancy shall be
         filled at such special meeting as hereinabove provided. Any director
         elected by the holders of the shares of Series J Preferred Stock or
         designated to fill a vacancy may be removed from office only by the
         vote of the holders of a majority of the outstanding shares of Series J
         Preferred Stock at a special meeting of the holders of shares of Series
         J Preferred Stock called for the purpose of removing such director.
         Upon the written request of holders of 25% or more of the shares of
         Series J Preferred Stock then outstanding addressed to him at the
         principal office of the Corporation, the Secretary shall, within ten
         (10) calendar days after delivery to him of such request, call a
         special meeting of the holders of shares of Series J Preferred Stock
         for such purpose to be held within sixty (60) days after delivery of
         such request; provided, however, that the Secretary shall not be
         required to call a special meeting in the case of any request received
         less than 120 calendar days before the date fixed for the next ensuing
         annual meeting of shareholders. The holders of shares of Series J
         Preferred Stock voting separately as a class shall be entitled to fill
         any vacancy created by the removal of the director at any meeting at
         which such removal shall have been approved or if such vacancy is not
         so filled, it may be filled as provided above.

         11. Reacquired Shares. Any shares of Series J Preferred Stock purchased
or otherwise acquired by the Corporation in any manner whatsoever shall be
retired and cancelled promptly after the acquisition thereof. All such shares
shall, upon cancellation, become authorized but unissued shares of Preferred
Stock and may be re-issued as part of a new series of Preferred Stock subject to
the conditions and restrictions on issuance set forth in the Articles of
Incorporation, as amended, or as otherwise required by law.



                             Attachment "A" - Page 7


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>d19151exv10w1.txt
<DESCRIPTION>ACQUISITION AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

                              ACQUISITION AGREEMENT


         THIS ACQUISITION AGREEMENT is made and entered into on October 12, 2004
(the "Agreement") but effective on the "Effective Date" (as defined below) among
GREENBRIAR CORPORATION, a Nevada corporation ("GBR" or the "Company"), RONALD
FINLEY, an individual ("R.Finley"), JEFFERY A. FINLEY, an individual
("J.Finley"), BRADFORD A. PHILLIPS, an individual ("B.Phillips") and GENE E.
PHILLIPS, an individual ("G.Phillips").

                                   WITNESSETH:

         WHEREAS, R.Finley and J.Finley are the collective owners of 100 shares
of Common stock, par value $1.00 per share, of Finley Equities, Inc., a Texas
corporation converted from a Texas limited liability company, organized by
Articles of Organization filed June 9, 2004 with the Secretary of State of Texas
("FEINC");

         WHEREAS, B.Phillips and G.Phillips are the collective owners and
holders of 1,000 shares of Common stock of American Realty Management, Inc., a
Nevada corporation ("ARM"), which was incorporated by Articles of Incorporation
filed with the Secretary of State of Nevada on May 2, 2002.

         WHEREAS, each of FEINC and ARM own an undivided one-half of the equity
interest in Tacaruna Holdings B.V., a Netherlands company ("Tacaruna"), same
consisting of 200 ordinary shares having a value of 100 Euros per share, of
which 100 ordinary shares are owned and held by FEINC and 100 ordinary shares
are owned and held by ARM (all collectively, the "TBV Stock");

         WHEREAS, Tacaruna is the owner and holder of (among other assets)
36,762 ordinary shares (approximately 30%), having a value of 1.00 Euro per
share (the "CB Stock") of Cabletel AD, formerly known as Cable Bulgaria AD, a
company incorporated in the Republic of Bulgaria ("Cabletel"), which is engaged
in the telecommunications and information services industry and Tacaruna,
through its ownership of equity interests in one other entity indirectly owns an
additional 44.8% of Cabletel, and Tacaruna has the right to acquire the
remainder of the equity interests in such other entity to the end that Tacaruna
may ultimately own all of the outstanding ordinary shares of Cabletel;

         WHEREAS, the Company desires to ultimately own and control all of the
CB Stock, and in order to do so, is willing to acquire all of the issued and
outstanding capital stock of FEINC from R.Finley and J.Finley and is willing to
acquire all of the issued and outstanding capital stock of ARM from B.Phillips
and G.Phillips (for convenience of reference, all of R.Finley, J.Finley,
B.Phillips and G.Phillips are sometimes collectively referred to as the
"Holders");

         WHEREAS, the Company is authorized by its Articles of Incorporation, as
amended, to issue up to 10,000,000 shares of Preferred Stock, designateable in
series;



<PAGE>



         WHEREAS, the Company, subject to the preparation and filing of an
appropriate Certificate of Designation of Preferences, etc., with the Secretary
of State of Nevada, desires to designate a new series of Preferred Stock of the
Company described below;

         WHEREAS, notwithstanding the actual date of this Agreement and its
consummation, the parties hereto desire that the transactions contemplated by
this Agreement shall be effective for tax and accounting purposes as at the
close of business on October 1, 2004.

         ACCORDINGLY, for and in consideration of the foregoing premises, the
mutual promises, covenants, representations and warranties contained herein, and
on the terms and subject to the conditions set forth herein, and for other good
and valuable consideration, the receipt, sufficiency and adequacy of which is
hereby acknowledged by all of the parties hereto, the parties hereto do hereby
agree as follows:

         1. Adoption of Recitals. All of the recitals set forth above are hereby
adopted, confirmed, ratified and approved in the same manner as if fully
recopied herein.

         2. Designation of Preferred Stock. Contemporaneously with the execution
of this Agreement, the Company will designate a new series of its Preferred
Stock pursuant to that certain Certificate of Designations, Preferences and
Relative Participating or Optional or Other Special Rights and Qualifications,
Limitations or Restrictions Thereof, substantially in the form annexed hereto as
Exhibit "A" (the "Certificate of Designations"), pursuant to which the Company
shall designate a Series J 2% Cumulative Preferred Stock consisting of at least
31,500 shares, having a liquidation value of $1,000 per share (the "Preferred
Stock") to be issued by the Company pursuant to the terms and conditions hereof
and in conformity with the Certificate of Designations. The Preferred Stock will
have the right to cumulative cash dividends of $20 per share per annum, payable
quarterly, payment of $1,000 per share in the event of dissolution, liquidation
or winding up of the Company before any distribution is made by the Company to
its common stockholders, optional redemption at any time after September 30,
2006, at a price of $1,000 per share plus cumulative dividends, no initial right
of conversion into any other securities of the Company, and voting rights
consisting of five votes per share of Preferred Stock outstanding, voting
together with all other classes of stock, all as set forth in such Certificate
of Designations.

         3. Closing and Closing Date. The sale and transfer referred to in
paragraph 4 below (the "Closing") shall take place at 1755 Wittington Place,
Dallas, Texas 75234, on October 12, 2004, or at such date at such other place as
shall be fixed by mutual agreement of the parties hereto. The time and date of
Closing is referred to herein as the "Closing Date."

         4. Transfer and Exchange of Equity Interests. Under the terms and
subject to the other conditions herein, and upon the performance of the parties
hereto of their respective obligations hereunder, on the Closing Date, the
Holders will collectively transfer to the Company all of each Holder's
respective right, title and interest in and to all shares of stock, whether
common or preferred, of FEINC (as to and from R.Finley and J.Finley) and all
shares of stock, whether common or preferred, of ARM (as to B.Phillips and
G.Phillips) in exchange for the consideration described below, all of such stock
of FEINC and stock of ARM to be free and clear of all liens, pledges,
encumbrances, claims, charges, agreements, rights, options, warrants or
restrictions of any kind, nature or description such that the Company will
become the sole stockholder of FEINC by owning



                                       2
<PAGE>


all the issued and outstanding capital stock (whether common or preferred)
outstanding and issued by FEINC, and that the Company shall become the sole
stockholder of ARM by owning all of the issued and outstanding capital stock
(whether common or preferred) outstanding and issued by ARM.

         5. Consideration. For and in total consideration for the transfer from
the Holders to the Company of all of the issued and outstanding capital stock
(whether common or preferred) of each of FEINC and ARM, the Company shall
exchange to the Holders as the sole consideration for this exchange the value of
$31,500,000 payable by the issuance and delivery to the Holders of an aggregate
of 31,500 shares of Preferred Stock, having a liquidation value of $1,000 per
share, which Preferred Stock shall be delivered at the Closing to the following
individuals in the number of share amounts set forth opposite their respective
names below:

<Table>
<Caption>
                                                  NO. OF SHARES OF
         NAME                                     PREFERRED STOCK
         ----                                     ----------------
<S>                                               <C>
         J.Finley                                            1,575
         R.Finley                                           14,175
         B.Phillips                                          3,150
         G.Phillips                                         12,600
                                                            ------
                 TOTAL:                                     31,500
                                                            ======
</Table>

It is the intention of all of the parties to this exchange that such exchange
shall qualify as a "tax free" reorganization for United States federal income
tax purposes.

         6. Effective Date of Transaction for Tax and Accounting Purposes.
Notwithstanding the date of execution of this Agreement or the Closing Date or
the date of actual transfer of certificates representing the stock of FEINC and
the certificates representing the stock of ARM or the certificates representing
the Preferred Stock, the parties hereto agree that for tax and accounting
purposes, the transactions covered by this Agreement shall be effective as at
the close of business in Dallas, Texas, on October 1, 2004 (the "Effective
Date").

         7. Representations of R.Finley and J.Finley as to FEINC. R.Finley and
J.Finley hereby represent and warrant, jointly and severally, to the Company and
agree with the Company that the following representations are true, complete and
correct on the date of this Agreement, shall be true and correct on the Closing
Date and shall survive the date of this Agreement as provided herein.

                  (a) FEINC Capitalization. FEINC is a Texas corporation
         converted on August 20, 2004 from a Texas limited liability company
         originally organized by Articles of Organization filed with the
         Secretary of State of Texas on June 9, 2004, the authorized number of
         shares of capital stock of which consists of shares of Common stock,
         having a par value of $1.00 per share, of which 100 shares are issued
         and outstanding and owned by J.Finley as to 10 shares, and R.Finley as
         to 90 shares, in each instance free and clear of all liens, pledges,
         encumbrances, claims, charges, agreements, rights, options, warrants or
         restrictions of any kind, nature or description. All of the outstanding
         shares of Common stock of FEINC have been duly-authorized, fully-paid
         and are non-assessable.



                                       3
<PAGE>


                  (b) Capacity and Binding Obligations. Each of J.Finley and
         R.Finley have all requisite capacity, power and authority to execute,
         deliver and perform their respective obligations under this Agreement
         and each of the documents contemplated hereby to be executed by
         J.Finley or R.Finley. This Agreement has been duly-executed and
         delivered by J.Finley and R.Finley and constitutes a legal, valid and
         binding obligation of each of R.Finley and J.Finley enforceable in
         accordance with its terms.

         8. Representations of B.Phillips and G.Phillips as to ARM. B.Phillips
and G.Phillips represent and warrant, jointly and severally, to the Company and
agree with the Company that the following representations are true, complete and
correct on the date of this Agreement, shall be true and correct on the Closing
Date and shall survive the date of this Agreement as provided herein.

                  (a) ARM Capitalization. ARM is a Nevada corporation,
         incorporated by Articles of Incorporation filed with the Secretary of
         State of Nevada on May 2, 2002, the authorized number of shares of
         capital stock which consist of 1,000 shares of common stock, par value
         $1.00 per share, of which 1,000 shares of common stock are issued and
         outstanding and owned by B.Phillips as to 200 shares and G.Phillips as
         to 800 shares, in each instance free and clear of all liens, pledges,
         encumbrances, claims, charges, agreements, rights, options, warrants or
         restrictions of any kind, nature or description. All of the issued and
         outstanding shares of common stock of ARM have been duly-authorized,
         fully-paid and are non-assessable.

                  (b) Capacity and Binding Obligations. Each of B.Phillips and
         G.Phillips have all requisite capacity, power and authority to execute,
         deliver and perform their respective obligations under this Agreement
         and each of the documents contemplated hereby to be executed by
         B.Phillips or G.Phillips. This Agreement has been duly-executed and
         delivered by B.Phillips and G.Phillips and constitutes a legal, valid
         and binding obligation of each of B.Phillips and G.Phillips enforceable
         in accordance with its terms.

         9. Representations of the Holders. Each of the Holders, jointly and
severally represent and warrant to the Company and agree with the Company that
the following representations and warranties and true, complete and correct on
the date of this Agreement, shall be true and correct on the Closing Date and
shall survive the date of this Agreement as provided herein.

                  (a) Capitalization of Tacaruna. Tacaruna is a Netherlands
         private limited liability company organized on December 11, 2000, is
         authorized to issue 1,000 ordinary shares, having a value of 100 Euros
         per share, of which 200 ordinary shares have been issued and
         outstanding, of which 100 ordinary shares are owned of record and
         beneficially by FEINC and 100 ordinary shares are owned of record and
         beneficially by ARM. All of the ordinary shares constituting the TBV
         Stock are duly-authorized, fully-paid and non-assessable, and all
         applicable documentary stamps, both original and transfer required to
         be purchased and affixed have been purchased and affixed with respect
         to the original issuance and transfer of the outstanding ordinary
         shares constituting the TBV Stock.



                                       4
<PAGE>


                  (b) Capitalization of Cabletel. Cabletel is a company
         incorporated in, duly-organized, validly-existing and in good standing
         under the laws of the Republic of Bulgaria, having been organized on
         June 4, 1999. Cabletel is qualified to do business and in good standing
         in all jurisdictions in which qualification is necessary because of the
         character of the properties owned by it or the nature of its
         activities. The authorized capital stock of Cabletel consists of
         122,542 ordinary shares, having a nominal value of 100 BGN per ordinary
         share, of which 36,762 ordinary shares are outstanding and owned by
         Tacaruna, which, except for an assumed pledge as collateral for a bank
         loan, are free and clear of all liens, pledges, encumbrances, claims,
         charges, agreements, rights, options, warrants or restrictions of any
         kind, nature or description, and of which 85,780 ordinary shares are
         owned by another entity which is approximately 64% owned by Tacaruna.
         Tacaruna also holds an option or right (but has no obligation) to
         acquire the balance of 36% of such other entity which, if exercised,
         would cause Tacaruna to indirectly own the balance of the 85,780
         ordinary shares of Cabletel. All of the outstanding ordinary shares
         constituting the CB Stock are duly-authorized, fully-paid and
         non-assessable, and all applicable documentary stamps, both original
         and transfer, required to be purchased and affixed have been purchased
         and affixed with respect to the original issuance and transfer of the
         outstanding ordinary shares comprising the CB Stock. Cabletel has the
         full power and authority, corporate and otherwise, to carry on its
         businesses now conducted and to own or lease and to operate its
         properties and assets now owned or leased and operated by it.

                  (c) Approvals. The Holders individually have all requisite
         authority to execute and deliver this Agreement.

                  (d) Financial Statements. Schedule 1 annexed hereto consists
         of copies of the Annual Report and Annual Financial Report as of
         December 31, 2003, 2002 and 2001 of Cabletel, prepared in accordance
         with the National Accounting Standards ("NAS") and the audit financial
         report of each has been certified by PricewaterhouseCoopers Audit OOD
         and present the financial condition of Cabletel as at the ending dates
         of the periods indicated in each and the results of operations for the
         year then ended and have been prepared in accordance with the NAS,
         consistently applied.

                  (e) Title to Properties. Cabletel has such title to all of its
         material properties and assets as is necessary for the conduct of its
         business as such business is presently conducted, except (i) to the
         extent stated or specifically reserved against in the December 31, 2003
         balance sheet and for changes occurring in the ordinary course of
         business after the date of that balance sheet, none of which changes
         are materially adverse or (ii) as set forth in Schedule 2 annexed
         hereto.

                  (f) Contracts and Commitments. To the knowledge of the
         Holders, Cabletel is not a party to, or has any material contract or
         commitment of any kind or nature whatsoever, including without
         limitation, and lease, license, franchise, employment, consultant or
         commission agreement, or pension, profit sharing, bonus, stock
         purchase, retirement, hospitalization insurance or other plan or
         arrangement



                                       5
<PAGE>


         involving employee benefits, contract with any labor union or contract
         for services, materials, supplies or equipment or for the sale or
         purchase of any of its products or assets except (i) for the contracts
         set forth in Schedule 3 annexed hereto, true copies of which have been
         delivered by or on behalf of The Holders to the Company; (ii)
         employment contract terminable on not more than 30 days' notice; and
         (iii) purchase orders from customers accepted in the ordinary course of
         business. To the best knowledge of The Holders, no party to any
         contract set forth on Schedule 3 is in default and no claim of default
         by any party has been made or is now pending.

                  (g) Insurance. Schedule 4 annexed hereto is a true and
         complete list of all policies of fire, liability and other forms of
         insurance owned or held by Cabletel. All of such policies are valid and
         binding and in full force and effect as of the date hereof and cover
         all of the assets and properties of Cabletel in such amounts and
         against such losses and risks as are set forth in such policies.

                  (h) Litigation. Except as listed and briefly described on
         Schedule 5 annexed hereto, there are no actions, suits or proceedings
         or investigations pending or to the knowledge of The Holders threatened
         against or affecting Cabletel at law or equity in any court or before
         any federal, state, municipal or other governmental department,
         commission, board, bureau, agency or instrumentality. Cabletel is not
         in default with respect to any judgment, order, writ, injunction,
         decree or permit or similar instrument in any court or federal, state,
         municipal or other governmental department, commission, board, bureau,
         agency or instrumentality.

                  (i) Employee Status. There are no controversies pending or to
         the knowledge of the Holders threatened between Cabletel and any of its
         employees, and within the last three years, Cabletel has not suffered
         or sustained any labor dispute resulting in any work stoppage.

                  (j) Intangible Property. Schedule 6 annexed hereto contains a
         true and complete list of all patents, patent applications, trademarks,
         tradenames, copyrights and licenses (whether owned as licensor or held
         as licensee) owned or held by Cabletel or in which Cabletel has an
         interest. All of such patents, patent applications, trademarks,
         tradenames and copyrights are owned by Cabletel free of any license or
         encumbrances. The business now operated by Cabletel, the products sold
         or installed by it and the trademarks and tradenames used by it, have,
         to the best knowledge of the Holders, have not infringed and do not
         infringe upon any patents, trademarks, tradenames, copyrights or other
         rights of any Person.

                  (k) Restrictive Nature of Securities. The Holders have each
         been advised by counsel that the shares of Preferred Stock being issued
         to the Holders pursuant to this Agreement have not been, and will not
         be, registered under the Securities Act of 1933, as amended (the
         "Act"), or any state securities laws. Accordingly, each of the Holders
         hereby acknowledges that such securities may not be fully-transferable,
         and that each of the Holders may have to bear the economic risk of
         investment in such securities for an indefinite period of time. Each of
         the Holders hereby represents and warrants that he is acquiring all of
         such securities for his own account,



                                       6
<PAGE>


         for investment, and not with a view toward distribution thereof to any
         other Person except in compliance with the provisions of the Act and
         any applicable state securities laws.

                  (l) Experience; Suitability. Each of the Holders is
         experienced in the business of the Company and is an "Accredited
         Investor" within the meaning of Rule 501(a) under the Act, or, if not
         an Accredited Investor, together with its purchaser representative
         within the meaning of Rule 501(h) under the Act, has such knowledge and
         experience in financial and business matters that it is capable of
         evaluating the risks and merits of the investment in the Preferred
         Stock and has the capacity to protect its own interest. Each of the
         Holders has determined that the investment in the Preferred Stock is
         suitable in light of his own circumstances, and each of the Holders
         acknowledges that the Company has only made those representations set
         out in this Agreement as to the Preferred Stock and that he has
         performed such due diligence as he believes necessary. Each of the
         Holders also acknowledges that there are substantial restrictions on
         the transferability of the shares of Preferred Stock, and that such
         shares of Preferred Stock may be required to be held indefinitely
         unless subsequently registered under the Act or an exemption from such
         registration is available. Accordingly, Each of the Holders
         acknowledges that it may not be possible for him to liquidate its
         investment in the shares of Preferred Stock without registration
         pursuant to the Act.

         10. Representations and Warranties of the Company. The Company hereby
represents and warrants to each of the Holders and agrees with the Holders that
the following representations and warranties are true, complete and correct on
the date of this Agreement and shall survive the date of this Agreement as
provided herein.

                  (a) Organization. The Company is a corporation duly-organized,
         validly-existing and in good standing under the laws of the State of
         Nevada. This Agreement is a valid and binding obligation of the Company
         enforceable in accordance with its terms, and the Company has the full
         power and authority (corporate and other) to perform its obligations
         under this Agreement.

                  (b) Authority Relative to this Agreement. Subject to any
         requisite approval by the Secretary of State of Nevada to the filing of
         the Certificate of Designations, the Company has the requisite power
         and authority to enter into, execute and deliver this Agreement, and to
         consummate and perform all of the transactions contemplated hereby. The
         execution and delivery of this Agreement by the Company, and upon
         receipt of any necessary approvals, consummation and performance of the
         transactions contemplated hereby, will have been duly and
         validly-authorized by all necessary corporate or other proceedings, and
         this Agreement will constitute the valid and legally binding obligation
         of the Company enforceable in accordance with its terms. Subject to the
         receipt of any approval from the Secretary of State of Nevada with
         respect to the Certificate of Designations, the execution, delivery,
         consummation and performance of this Agreement by the Company will not
         conflict with, result in a breach or violation of any term or provision
         of, or constitute a default under, the Articles of Incorporation or
         Bylaws



                                       7
<PAGE>


         of the Company nor conflict with, result in any breach or violation of
         any material term or provision of, or constitute a material default
         under, any statute, indenture, mortgage, deed of trust, note agreement
         or other agreement or other instrument to which the Company is a party
         or by which it is bound.

                  (c) Availability of Public Documents. The Company has made
         available to The Holders copies of its public filings pursuant to the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
         Company is subject to the informational filing requirements of the
         Exchange Act, and in accordance therewith, is required to file reports,
         proxy statements and other information with the Securities and Exchange
         Commission (the "Commission").

         11. Certain Covenants. The parties hereto each hereby covenant to the
other and agree with the other as follows:

                  (a) Continuation of Business of Cabletel. Between the date
         hereof and the Closing Date, each of the Holders will use his
         respective best lawful efforts to cause Cabletel to continue to carry
         on its business in the manner hereto carried on, to keep its business
         organization intact, to make available the service of present employees
         of Cabletel and to preserve the relationships with customers,
         suppliers, and others having business relationships with Cabletel.
         Between the date hereof and the Closing Date, the Holders will not
         permit, and FEINC, ARM, Tacaruna and Cabletel will not, without the
         prior written consent of the Company or except as otherwise provided in
         this Agreement:

                           (i) issue or sell any stock, notes, bonds or other
                  corporate securities, or options to purchase the same, or
                  enter into any agreements in respect thereof;

                           (ii) declare, set aside or make (or become obligated
                  for) any payment or distribution in respect of its ordinary
                  shares or other securities, directly or indirectly redeem,
                  purchase or acquire any shares of such stock or make (or
                  become obligated to make) any loans or advances to any
                  employee or shareholder;

                           (iii) amend its governing instruments;

                           (iv) incur any obligation or liability (absolute or
                  contingent) except current liabilities and obligations
                  incurred in the ordinary course of business, or pay any
                  liability or obligation (absolute or contingent) other than
                  current liabilities and obligations incurred in the ordinary
                  course of business,

                           (v) sell, assign or transfer any of its tangible
                  assets or any patent, tradename, copyright, license, franchise
                  or other intangible asset or property except in the ordinary
                  course of business;



                                       8
<PAGE>


                           (vi) mortgage, pledge or grant or suffer to exist any
                  lien or other encumbrance or charge on any of its assets or
                  properties, tangible or intangible;

                           (vii) make any changes in compensation payable to
                  officers, directors or any material increase in compensation
                  payable to any other employees.

                  (b) Access to Information and Records. Each of the Holders
         will cause FEINC, ARM, Tacaruna and Cabletel to permit the Company, its
         counsel and accountants and others designated by the Company, upon
         reasonable notice to Cabletel, to have full access during normal
         business hours in the period between the date hereof and the Closing
         Date to the properties, books, contracts and records of Cabletel and
         Tacaruna and to observe and consult with respect to the operations of
         Cabletel and Tacaruna during such period and will furnish the Company
         with any and all information concerning said property and the business
         and affairs of Cabletel as Tacaruna may reasonably request.

                  (c) Continuing Business. From and after the date hereof and
         the Closing Date, except as an employee of the company or one of its
         subsidiaries or as a stockholder of the Company, none of the Holders
         will conduct any business or enter into any transaction relating to
         telecommunications and information services business in the Republic of
         Bulgaria, unless the events described in paragraph 16(c) result in the
         Holders acquiring, directly or indirectly, Cabletel.

                  (d) No Brokers. All negotiations relative to this Agreement,
         and the transactions contemplated hereby have been carried on by each
         of the Holders and the Company directly without the intervention of any
         other Person as the result of any act of any of the Holders or the
         Company which might give rise to any valid claim against any of the
         parties hereto for a brokerage commission or like payment. Each of the
         parties hereto hereby agrees to indemnify, save and hold harmless all
         other parties from and against any such claim of any such Person.

                  (e) Confidentiality. Each of the parties hereto agree that
         pursuant to this Agreement each has received and gained access to
         financial, operating or other proprietary information with respect to
         the Company, FEINC, ARM, Tacaruna, Cabletel and each other concerning
         the operation of their respective businesses. Each of the parties
         hereto agree to keep all such information confidential, to restrict its
         circulation to those of its employees, counsel, financial advisors and
         lenders necessary for the accomplishment of the transactions
         contemplated by this Agreement. Without prior consultation and
         agreement, none of the parties hereto shall make any public disclosure
         of the fact of this transaction, the parties hereto, the terms hereof
         or any other matter related hereto, and the parties hereto shall each
         use their respective best lawful efforts to avoid such publicity in any
         meeting; provided, however, that the Company may unilaterally release
         such information to the general public as it, or its counsel, may deem
         appropriate to fulfill the Company's obligations



                                       9
<PAGE>


         under applicable federal and state securities laws, including filings
         required under the Exchange Act and disclosure to the American Stock
         Exchange, Inc. ("AMEX").

         12. Special Covenants. The parties to this Agreement and each
certificate representing shares of Preferred Stock initially issued to the
Holders pursuant to this Agreement shall be subject to the following provisions
of this Agreement for the reasons and as set forth below:

                  (a) Transfer Restriction. The Preferred Stock shall only be
         transferable in transactions which shall be exempt from the
         registration requirements of the Act. Each of the Holders of such
         Preferred Stock, by acceptance thereof agrees, that an appropriate
         legend shall remain on the certificates representing such shares to
         give notice to any potential purchaser that no transfer of such shares
         shall be valid or effective until certain conditions have been
         fulfilled. Each of the Holders of such shares of Preferred Stock, by
         acceptance thereof, agrees, prior to any proposed transfer, to give
         written notice to the Company expressing such holder's intention to
         effect such transfer and describing briefly the manner of the proposed
         transfer. Promptly upon receiving such notice, the Company shall
         present copies thereof to its counsel and if such proposed transfer is
         an exempt transaction under the Act, the Company shall permit such
         transfer subject to the transferee agreeing to be bound by the terms
         and provisions of this Agreement.

                  (b) Requisite Stockholder Approval of Transaction and any
         Subsequent Exchange; Voting Agreement. Notwithstanding any other
         provision of this Agreement, as soon as reasonably practicable and in
         no event later than September 30, 2005, the Company shall have
         presented the transaction represented by this Agreement, together with
         the proposed mandatory exchange of Preferred Stock for Common Stock
         described below to its current stockholders in accordance with
         applicable requirements of the Commission and the AMEX for a vote (or
         written consent by the requisite number) of such stockholders to
         approve the transaction evidenced by this Agreement and a mandatory
         exchange of all shares of Preferred Stock for shares of the Company's
         Common Stock on the basis of 279 shares of Common Stock for each share
         of Preferred Stock, to result in an aggregate of 8,788,500 shares of
         Common Stock to be issued to the Holders (or their respective
         transferees) which shall then constitute at least 89% of the total
         issued and outstanding shares of Common Stock of the Company, all of
         which shall be subject to the listing requirements with the AMEX, but
         may not be required to be registered pursuant to the Act.



                                       10
<PAGE>


                  (c) Potential Recission. In the event that the stockholders of
         the Company do not approve by the requisite number of votes either the
         transaction covered by this Agreement or the mandatory exchange of
         shares of Common Stock for shares of Preferred Stock described in (b)
         above, the Holder(s) of the Preferred Stock shall have the option,
         exercisable by all, but not less than all Holders, at any time after
         September 30, 2005 until 12:00 noon, local Dallas, Texas time on
         September 30, 2006 (herein called the "Put Option"), to either (i)
         rescind in full and revoke the transaction covered by this Agreement by
         returning all 31,500 shares of Preferred Stock to the Company upon
         which the Company shall, within two Business Days, deliver back to such
         Holder(s) all equity securities of any entity owning all of the
         ordinary shares and other securities of Tacaruna or of Cabletel, or
         (ii) deliver to the Company all 31,500 shares of Preferred Stock of the
         Company and receive in exchange therefor all of the ordinary shares and
         other securities of Tacaruna outstanding and owned by the Company such
         that such Holder(s) shall become the owner and holder of all of the
         issued and outstanding securities of Tacaruna which in turn continues
         to own Cabletel.

                  (d) Reimbursement for Governmental Compliance. In the event
         that the business or properties which FEINC or ARM or Tacaruna or
         Cabletel will own or use at Closing are not as of that date in
         compliance with all rules and regulations of any governmental body or
         agency with jurisdiction over it, and in the event that substantial
         efforts are required to secure such compliance, the Holders shall
         reimburse the Company for all reasonable and necessary monies expended
         by the Company alone in order to secure such compliance.

                  (e) Tax Indemnification. Upon written notice by the Company,
         the Holders shall pay to the Company or Tacaruna, as appropriate, and
         shall otherwise indemnify, save and hold the Company and Tacaruna
         harmless from and against the amount of any assessment against,
         asserted or paid by or on behalf of Cabletel relating to or arising out
         of the years in which Cabletel was not owned by Tacaruna or was a
         member of an affiliated group (for which consolidated income tax
         returns were filed by an entity other than the Company or Tacaruna)
         under the Internal Revenue Code of 1986, as amended (the "Code"), as
         applicable, or any other taxing authority with respect to any
         deficiency asserted by the Internal Revenue Service or such other
         taxing authority based upon any income tax returns filed under the Code
         or other taxing authority by Cabletel for any period up to and
         including the Closing Date hereof or for any tax liability arising
         against Cabletel prior to the Closing Date which is not reflected in
         the Financial Statements included on Schedule 1. The Holders shall also
         be obligated under this paragraph 10(e) for any such assessment caused
         by any act or failure to act on the part of the Holders after the date
         hereof.



                                       11
<PAGE>


                  (f) Transferee Liability Indemnification. Upon written notice
         by the Company or Tacaruna, as the case may be, the Holders shall pay
         to the Company or Tacaruna, as the case may be, the amount of, and
         shall otherwise indemnify, save and hold the Company and Tacaruna
         harmless from and against any and all tax liability of any nature of
         Cabletel for any period (including the period from the date of
         organization to the Closing Date) prior to the Closing Date, and the
         Holders shall also pay to the Company or Tacaruna, as the case may be,
         the amount of any tax refund received by the Holders attributable to
         tax payments by Cabletel after the Closing Date which refund is
         attributable to tax payments by Cabletel for periods prior to the
         Closing Date.

                  (g) Indemnity. The Holders hereby agree to indemnify the
         Company and Tacaruna and to hold the Company and Tacaruna harmless from
         and against any and all liabilities and obligations, including without
         limitation, any and all damages, losses, claims, actions, proceedings,
         liens, judgments, agreements and undertakings (hereinafter collectively
         referred to as "Losses") arising out of or related to (i) any breach or
         failure of observance or performance by the Holders for any one or more
         of the representations, warranties, covenants, agreements or
         commitments made by the Holders hereunder or under any other agreement
         among the Holders, Cabletel, Tacaruna, FEINC, ARM and/or the Company,
         (ii) any of the threatened or pending litigation described on Schedule
         5, or (iii) any adjustments or payments required to be made by the
         Holders in favor of Tacaruna or the Company hereunder.

         13. Conditions Precedent to the Obligations of the Company. All
obligations of the Company hereunder are subject to the fulfillment, prior to or
at the Closing, of each of the following conditions, any or all of which may be
waived in writing by Tacaruna or the Company, as the case may be:

                  (a) Representations and Warranties. The representations and
         warranties of the Holders contained in paragraph 9 hereof shall have
         been accurate in all material respects as of the date hereof, shall be
         deemed to be made at the Closing Date and, except to the extent
         necessary to reflect the consummation of the transactions provided for
         herein or approved in writing by the Company, shall be then true and
         accurate in all material respects.

                  (b) No Material Loss. As of the Closing, except as otherwise
         provided or permitted in paragraph 9(e) all of the assets of Cabletel
         shall be as reflected in the financial statements described in
         paragraph 9(d) above as adjusted for the ordinary course of Cabletel's
         business to the Closing Date, and Cabletel shall not have suffered a
         material loss of, or damage to, any assets due to any cause whatsoever,
         and no event or condition of any character shall have accrued or shall
         exist or with notice or lapse of time or both would exist, materially
         and adversely affecting the business, contracts, assets, financial
         condition or results of operations of Cabletel.



                                       12
<PAGE>


                  (c) Covenant Performance. The Holders and Cabletel shall have
         performed and complied with all agreements and conditions required by
         this Agreement to be performed or complied with by either of them prior
         to the Closing Date.

                  (d) Officer's Certificate. The Holders shall have delivered to
         the Company a certificate of an executive officer dated as of the
         Closing Date, certifying to the fulfillment of the conditions specified
         in subparts (a), (b) and (c) of this paragraph.

         14. Conditions Precedent to the Holder's Obligations. All obligations
of the Holders hereunder are subject to the fulfillment, prior to or at the
Closing, of each of the following conditions, any or all of which may be waived
in writing by the Holders:

                  (a) Authorization. The execution, delivery and performance of
         this Agreement and the consummation of the transactions contemplated
         hereby shall have been duly and effectively authorized by the Board of
         Directors of the Company in accordance with its terms, and the Company
         shall deliver to the Holders a copy of the resolutions so adopted by
         the Board of Directors or governing body, certified by the Secretary or
         an Assistant Secretary of the Company.

                  (b) Representations and Warranties. The representations and
         warranties of the Company contained in paragraph 10 shall have been
         accurate in all material respects as of the date hereof, shall be
         deemed to be made at the Closing Date, and except to the extent
         necessary to reflect the consummation of the transactions provided for
         herein or approved by a majority of the Holders in writing, shall be
         then true and accurate in all material respects.

                  (c) Covenant Performance. The Company shall have performed and
         complied with all agreements and conditions required by this Agreement
         to be performed or complied with by the Company prior to the Closing
         Date, if any.

                  (d) Effectiveness of Certificate of Designations; Delivery of
         Preferred Stock. The Certificate of Designations shall have been filed
         with and approved by the Secretary of State of Nevada, and the Company
         shall be prepared to issue the Preferred Stock to the Holders and shall
         provide appropriate evidence of such filing and readiness to the
         Holders.



                                       13
<PAGE>


                  (e) Officer's Certificate. The Company shall have delivered to
         the Holders a certificate of its President or one of its Vice
         Presidents or an authorized executive officer dated as of the Closing
         Date certifying (i) to the fulfillment of the conditions specified in
         paragraphs (a), (b) and (c) of this paragraph, and (ii) that no suit,
         action, arbitration or other proceeding is pending or has been
         threatened against or relating to the Company which might affect the
         transactions contemplated by this Agreement or the business and
         properties of Cabletel after giving effect to the transfers hereunder.

         15. Transactions and Delivery at Closing. At the Closing, the parties
hereto shall perform or deliver the following:

                  (a) Deliveries and Performance of the Holders. At the Closing,
         the Holders, contemporaneously with the performance by the Company of
         its obligations to be performed at the Closing, shall deliver to the
         Company the following:

                           (i) certificates representing all of the shares of
                  stock, whether common or preferred, of FEINC and all of the
                  shares of stock, whether common or Preferred, of ARM,
                  duly-endorsed for transfer with all necessary documentary
                  transfer tax stamps affixed, if any;

                           (ii) the FEINC, ARM, Tacaruna and Cabletel governing
                  instruments, including articles of organization, bylaws,
                  minute books, stock certificate books, seals, books of
                  account, bank accounts and records and other existing
                  documents and records of FEINC, ARM, Tacaruna and Cabletel;

                           (iii) resignations of such officers, directors or
                  officials of Cabletel as shall be requested by the Company;

                           (iv) any other documents and agreements not
                  previously delivered pursuant to paragraph 14 above.

                  (b) Deliveries and Performance by the Company. At the Closing,
         the Company, contemporaneously with the performance by the Holders of
         each of their obligations to be performed at the Closing, shall deliver
         to the Holders the following:

                           (i) one or more certificates representing the
                  Preferred Stock issued to and standing in the name of each of
                  the Holders as set forth in paragraph 5 above;

                           (ii) such other documents and instruments as shall
                  have not been previously delivered pursuant to paragraph 13
                  above.

         16. Termination. This Agreement may be terminated at any time before,
but not later than, the Closing hereunder by:



                                       14
<PAGE>


                  (a) the mutual consent of the parties hereto, with the Holders
         acting by a majority in number;

                  (b) the Company if any of the conditions provided for in
         paragraph 17 of this Agreement have not been met by the Closing Date,
         if and as postponed, or have not been waived;

                  (c) by the Holders (acting by a majority in number) if any of
         the conditions provided for in paragraph 14 of this Agreement have not
         been met by the Closing Date, if and as postponed, or have not been
         waived;

                  (d) by any party to this Agreement if the Closing has not
         taken place by the close of business on November 19, 2004.

Any party may, at their election, waive any or all of its foregoing rights to
terminate this Agreement and shall be deemed to have waived those rights upon
the Closing of this Agreement to the extent such waiver is made with actual
knowledge of such termination right. If the Closing of the transactions under
this Agreement shall not have occurred by the date specified above because of
the inability of one of the parties by reason or cause beyond their respective
control to carry out performances contemplated by this Agreement, no party to
this Agreement shall be liable to any other party for any loss, damage or
expense, and the only remedy shall be to terminate this Agreement by notice to
the other parties as to the underperformed part of this Agreement.

         17. Miscellaneous.


                  (a) Costs and Expenses. Except as otherwise provided in this
         Agreement, each party hereto shall bear its own costs, expenses and
         fees incurred or assumed by such party in the preparation or execution
         of this Agreement and in complying with the covenants and conditions
         herein, whether or not the transactions contemplated hereby shall be
         consummated.

                  (b) Notices. Any notice or other communication required or
         permitted to be given by this Agreement or any other document or
         instrument referred to herein or executed in connection herewith must
         be given in writing (which may be by telecopy followed by mail or
         personal delivery), and must be personally delivered or mailed by
         prepaid, certified or registered mail, to the party to whom such notice
         or communication is directed, at the address of such party set forth
         opposite his name on the signature pages to this Agreement. Subject to
         the other provisions of this Agreement, any party may change its
         address (or redesignate the Person to whom such notice shall be
         delivered) for purposes of this Agreement by giving notice of such
         change to the other party pursuant to this section. In each instance,
         with respect to any such notice so given, it shall only be effective
         upon receipt by the party intended to receive same.

                  (c) Further Cooperation. To the extent that any party's
         further approval or other action is deemed necessary or desirable by
         the other party in order to effectuate the terms and conditions of this
         Agreement and the conveyances, the



                                       15
<PAGE>


         parties hereby agree to execute all reasonable documents and all
         actions reasonably requested by the other party to effectuate the terms
         and conditions of this Agreement.

                  (d) Contents of Agreement; Parties-in-Interest; Assignments.
         This Agreement, together with the exhibits annexed hereto and other
         documents executed in connection with the Closing, sets forth the
         entire understanding of the parties with respect to the actions
         contemplated hereby and any previous agreements or understandings
         between the parties regarding the subject matter hereof is merged into
         and superseded by this Agreement. All representations, warranties,
         covenants, terms, conditions and provisions of this Agreement shall be
         binding upon and inure to the benefit of and be enforceable by the
         respective successors and assigns of the parties hereto. This Agreement
         may not be assigned by either party hereto without the prior written
         consent of the other party.

                  (e) Captions. The captions or titles of any paragraph or
         provision of this Agreement or any exhibit annexed hereto are for
         convenience of reference only, are not to be construed as a part of
         this Agreement, and shall not operate or be construed as defining or
         limiting in any way the scope of any provision hereof

                  (f) Counterparts. This Agreement may be executed in any number
         of counterparts, each of which shall be deemed to be an original, but
         all of which collectively shall constitute one and the same instrument
         representing the agreement between the parties hereto, and it shall not
         be necessary for the proof of this Agreement that any party produce or
         account for more than one such counterpart.

                  (g) Modification or Waiver. This Agreement may be amended,
         modified or superseded and any of the terms, covenants,
         representations, warranties or conditions hereof may be waived, but
         only by a written instrument executed by the parties hereto. No waiver
         of any nature, in any one or more instance, shall be deemed to be or be
         construed as a as a further or continued waiver of any condition or any
         breach of any other term, covenant, representation or warranty in this
         Agreement. This Agreement and each revision hereof may not waived,
         altered, amended or modified, except in writing, duly executed by both
         parties.

                  (h) Governing Law and Enforcement. This Agreement shall be
         construed and enforced in accordance with the laws of the State of
         Texas, the state in which it was negotiated, executed and delivered.
         Should any clause, sentence, section or paragraph of this Agreement be
         judicially or administratively declared to be invalid, unenforceable or
         void under the laws of the State of Texas or the United States of
         America, or any agency or subdivision thereof, such decision shall not
         have the effect of invalidating or voiding the remainder of this
         Agreement and the parties hereto agree that the part or parts of this
         Agreement so held to be valid, unenforceable or void shall be deemed to
         have been deleted herefrom and the remainder shall have the same force
         and effect as if such part or parts had never been included herein. In
         the event any party hereto shall fail to perform any of its obligations
         under this Agreement such party hereby agrees to pay all reasonable



                                       16
<PAGE>


         expenses, including attorneys' fees, which may be incurred by any party
         hereto which is successful in enforcing this Agreement.

                  (i) Facsimile. This Agreement may be transmitted by facsimile
         transmission, and it is the intent of the Parties for the facsimile of
         any autograph reproduced by a receiving facsimile machine to be an
         original signature, and for the facsimile of any complete photocopy of
         this Agreement to be deemed an original counterpart.



                                       17
<PAGE>


         IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the date and year first above written.

         ADDRESSES, TELEPHONE NOS.,
     FACSIMILE NOS., ETC., FOR NOTICES


                                                  GREENBRIAR CORPORATION, a
                                                  Nevada corporation


1755 Wittington Place, Suite 340                  By: /s/ Gene S. Bertcher
Dallas, Texas 75234                                   --------------------------
972-407-8215 (Telephone)                          Name:  Gene S. Bertcher
             (Facsimile)                                 -----------------------
- ------------                                      Title: President
                                                         -----------------------


- --------------------
Dallas, Texas 752                                 /s/ Ronald Finley
                 ---                              ------------------------------
              (Telephone)                         Ronald Finley
- ------------
              (Facsimile)
- ------------



- --------------------
Dallas, Texas 752                                 /s/ Jeffrey A. Finley
                 ---                              ------------------------------
              (Telephone)                         Jeffrey A. Finley
- ------------
              (Facsimile)
- ------------



1800 Valley View Lane, Suite 300
Dallas, Texas 75234                               /s/ Bradford A. Phillips
              (Telephone)                         ------------------------------
- ------------                                      Bradford A. Phillips
              (Facsimile)
- ------------



1800 Valley View Lane, Suite 300
Dallas, Texas 75234                               /s/ Gene E. Phillips
              (Telephone)                         ------------------------------
- ------------                                      Gene E. Phillips
              (Facsimile)
- ------------



                                       18


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>d19151exv99w1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.1

October 12, 2004 04:17 PM US Central Timezone

GREENBRIAR CORPORATION ACQUIRES BULGARIAN CABLE AND TELECOMMUNICATIONS COMPANY

DALLAS--(BUSINESS WIRE)--Oct. 12, 2004--Greenbriar Corporation (AMEX:GBR),
announced the acquisition in a stock-for-stock exchange of two privately-held
U.S. corporations in exchange for 31,500 shares of newly-designated 2% Series J
Preferred Stock. The two U.S. corporations each own an undivided one-half of the
equity interests in Tacaruna BV, a Netherlands company, which in turn owns 75%
of CableTEL AD ("CableTEL"). CableTEL holds an option which presently expires
October 31, 2004, to redeem the remaining 25% of its outstanding stock for
EUR7,000,000 (approximately $8,744,000 at today's conversion rate). Greenbriar
has not yet determined whether it will exercise this option.

CableTEL, the largest cable television provider in Bulgaria, has launched
Bulgaria's first, fully connected fiber optic backbone ring which, upon
completion, will cover the entire country with connections to its major
metropolitan cities.

In addition to its current cable television business, CableTEL's business plan
is to build a vertically integrated communications company which will provide a
full range of telephone services (including voice over IP), internet services
and fiber optic backbone connectivity to individual, commercial and government
customers. With the completion of the fiber optic backbone and with legal
barriers to admission into the fixed voice market lifted in Bulgaria, CableTEL
is preparing an aggressive entry into the Bulgarian telecommunications market.

A significant component of CableTEL's business plan is the leasing of fiber
optic backbone connectivity to commercial, industrial and governmental clients.
Bordered by Greece, Turkey, Macedonia, Yugoslavia and Romania, CableTEL's
land-based fiber optic infrastructure will offer a less expensive alternative to
connectivity under the Mediterranean Sea for countries desiring high speed
internet, voice and data access to the rest of the world.

Bulgaria is situated in Southeastern Europe and occupies the northeastern part
of the Balkan Peninsula. Bulgaria's Parliamentary Republic form of government
has brought political stability and its stringent fiscal controls have
stimulated sustained economic growth of 4.1%-5.4% per annum for the past four
years. Bulgaria is a member of NATO and expects to join the European Union by
2007.

The European Union, which currently consists of 25 member countries, has
earmarked substantial funding to assist candidate countries to achieve the
infrastructure and institutional reforms necessary for membership in the Union.
The Union's commitment to Bulgaria from this funding is EUR816,000,000 (over one
billion U.S. dollars), nearly 20% of the European Union assistance budget.
Bulgaria has completed over 85% of the steps the Union requires for entry.

As consideration for the acquisition, Greenbriar issued 31,500 shares of its
newly-designated 2% Series J Preferred Stock (the "Preferred Shares") to four
individual stockholders of the two U.S. corporations.


                               Exhibit 99 - Page 1
<PAGE>


The 2% Series J Preferred Stock has a liquidation value of $1,000 per share, has
the right to receive cumulative cash dividends of $20 per share per annum
payable quarterly, payment of $1,000 per share in the event of liquidation,
dissolution or winding up of Greenbriar before any distribution is made to
common stockholders, optional redemption at any time after September 30, 2006 at
a price of $1,000 per share plus cumulative unpaid dividends. The Preferred
Shares are not convertible into any other securities of Greenbriar, and each
share has voting rights consisting of five votes per share voting together with
all other classes of stock.

The Acquisition Agreement requires as soon as reasonably practicable, and in no
event later than September 30, 2005, that Greenbriar present the transaction
represented by the Acquisition Agreement, together with a proposed mandatory
exchange of the Preferred Shares for Common Stock to its current stockholders in
accordance with the applicable requirements of the Securities and Exchange
Commission and the American Stock Exchange, Inc. for a vote (or a written
consent by the requisite number) of stockholders to approve the transaction,
including a mandatory exchange of all shares of the Preferred Shares for shares
of Greenbriar Common Stock on the basis of 279 shares of Common Stock for each
share of the Preferred Shares, which would result in an aggregate of
approximately 8,788,500 shares of Greenbriar Corporation's Common Stock being
issued to the four individuals, which would then constitute approximately 90% of
the total issued and outstanding shares of Common Stock of Greenbriar, subject
to the listing requirements with the AMEX.

In the event the stockholders of Greenbriar do not approve the transaction and
the mandatory exchange by the requisite number of votes, the holders of the
Preferred Shares have the option exercisable by all of them at any time after
September 30, 2005 until September 30, 2006 to either rescind the transaction by
delivery back to Greenbriar of the 31,500 shares of the Preferred Shares or to
receive in exchange for all of the ordinary shares and other securities of
Tacaruna BV.

"In 2000 the Company decided to make the transition from a company exclusively
dedicated to the assisted living business to a company with a broad based
portfolio of business interests. We have been seeking an opportunity like this
for our shareholders," said Gene S. Bertcher, President and Chief Executive
Officer of Greenbriar Corporation.


"Safe Harbor" statement under the Private Securities Litigation Reform Act of
1995: Any of the matters and subject areas discussed in this press release that
are not historical or current facts deal with potential future circumstances,
operations, and prospects. The discussion of such matters and subject areas is
qualified by the inherent risks and uncertainties surrounding future
expectations generally, and also may materially differ from Greenbriar
Corporation's actual future experience involving any one or more of such matters
and subject areas relating to interest rate fluctuations, ability to obtain
adequate debit and equity financing, demand, pricing, competition, construction,
licensing, permitting, construction delays on new developments, contractual and
licensure matters and other delays on the disposition, transition, or
restructuring of currently or previously owned, leased or managed communities in
the Company's portfolio, and the ability of the Company to continue managing its
costs and cash flow while maintaining high occupancy rates and market rate
assisted living charges in its assisted living communities. Greenbriar
Corporation has attempted to identify, in context, certain factors that the
Company currently believes may cause actual future experience and results to
differ from its current expectations regarding the relevant matter or subject
area. These and other risks and uncertainties are detailed in the Company's
report filed


                              Exhibit 99 - Page 2
<PAGE>


with the Securities and Exchange Commission (SEC), including Greenbriar
Corporation's Annual Reports on form 10-K and Quarterly Reports on Form 10-Q.

                              Exhibit 99 - Page 3


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
