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<SEC-DOCUMENT>0001010549-05-000265.txt : 20050418
<SEC-HEADER>0001010549-05-000265.hdr.sgml : 20050418
<ACCEPTANCE-DATETIME>20050418162405
ACCESSION NUMBER:		0001010549-05-000265
CONFORMED SUBMISSION TYPE:	10-K/A
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20041231
FILED AS OF DATE:		20050418
DATE AS OF CHANGE:		20050418

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CabelTel International 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:		10-K/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-08187
		FILM NUMBER:		05756846

	BUSINESS ADDRESS:	
		STREET 1:		1755 WITTINGTON PLACE
		STREET 2:		SUITE 340
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75234
		BUSINESS PHONE:		9724078400

	MAIL ADDRESS:	
		STREET 1:		1755 WITTINGTON PLACE
		STREET 2:		SUITE 340
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75234

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GREENBRIAR CORP
		DATE OF NAME CHANGE:	19960514

	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>10-K/A
<SEQUENCE>1
<FILENAME>cabeltel10ka123104.txt
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-K/A

(Mark One)

[X]             ANNUAL REPORT PURSUANT TO SECTION 13 OR 5(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended  December 31, 2004
                           ----------------------------------------------------

                                       OR

[ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                        Commission File Number 000-08187

                       CabelTel International Corporation
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Nevada                                          75-2399477
- -------------------------------                     ----------------------------
(State or other jurisdiction of                     (IRS Employer Identification
 Incorporation or organization)                                Number)

1755 Wittington Place, Suite 340, Dallas, Texas                   75234
- -----------------------------------------------         ------------------------
    (Address of prinicpal executive offices)                   (Zip Code)

Registrant's Telephone Number, including area code           972-407-8400
                                                    ----------------------------

Securities registered pursuant to Section 12(b) of the Act:

     Title of Each Class               Name of each exchange on which registered
Common Stock, $0.01 par value                    American Stock Exchange
- -----------------------------          -----------------------------------------

Securities registered pursuant to Section 12(g) of the Act:   None

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein,  and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ X ]

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Act).

                             Yes [   ]  No [ X ]

     The aggregate  market value of the voting stock held by  non-affiliates  of
the issuer,  computed by reference to the closing sales price on March 31, 2005,
was  approximately  $2,424,000.  At March 31, 2005,  the issuer had  outstanding
approximately 977,000 shares of par value $0.01 Common Stock.


                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

Cabeltel International Corporation, formerly Greenbriar Corporation

We have  audited  the  accompanying  consolidated  balance  sheets  of  Cabeltel
International  Corporation,  formerly Greenbriar Corporation and subsidiaries as
of  December  31,  2004 and 2003,  and the related  consolidated  statements  of
income,  shareholders'  equity  and  cash  flows  for  each of the  years in the
three-year  period  ended  December  31,  2004.  These  consolidated   financial
statements   are  the   responsibility   of  the   company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated financial statements are free of material misstatement. The company
is not  required  to  have,  nor were we  engaged  to  perform,  an audit of its
internal control over financial reporting.  Our audits include  consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion of the  effectiveness  of the company's  internal  control
over  financial  reporting.  Accordingly,  we express no such opinion.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in  all  material   respects,   the  financial   position  of  Cabeltel
International  Corporation,  formerly Greenbriar Corporation and subsidiaries as
of December 31, 2004 and 2003, and the consolidated  results of their operations
and  their  cash  flows  for each of the years in the  three-year  period  ended
December 31, 2004 in conformity with accounting principles generally accepted in
the United States of America.

/s/ FARMER FUQUA & HUFF, P.C.

Plano, TexasApril 15, 2005

<PAGE>
<TABLE>
<CAPTION>
               CabelTel International Corporation and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS
                             (Amounts in thousands)

                                  December 31,



                   ASSETS                                          2004        2003
                                                                 --------    --------
<S>                                                              <C>         <C>
CURRENT ASSETS
    Cash and cash equivalents                                    $  1,352    $  1,427
    Accounts receivable - trade                                     1,016         443
    Notes receivable                                                  856
    Inventory                                                       1,166         235
    Assets held for sale                                            3,939
    Other current assets, net                                         710       1,573
                                                                 --------    --------

               Total current assets                                 9,039       3,678



PROPERTY AND EQUIPMENT, AT COST
    Land and improvements                                           2,114
    Buildings and improvements                                      9,982         544
    Equipment and furnishings                                      12,246       7,378
    Assets under construction                                      11,571       3,833
    Proven oil and gas properties (full cost method)                1,357
                                                                 --------    --------
                                                                   37,270      11,755

    Less accumulated depreciation, depletion, and amortization     (5,172)     (3,454)
                                                                 --------    --------
                                                                   32,098       8,301

Goodwill                                                            8,339       2,905

OTHER ASSETS                                                        1,037          80
                                                                 --------    --------

Total Assets                                                     $ 50,513    $ 14,964
                                                                 ========    ========

                                      F-2

<PAGE>

               CabelTel International Corporation and Subsidiaries

                     CONSOLIDATED BALANCE SHEETS - CONTINUED
                  (Amounts in thousands, except share amounts)

                                  December 31,



    LIABILITIES AND STOCKHOLDERS' EQUITY                           2004        2003
                                                                 --------    --------

CURRENT LIABILITIES
    Current maturities of long-term debt                         $  9,603    $  2,553
    Current notes payable                                             352
    Accounts payable - trade                                        3,887         964
    Accrued expenses                                                9,498         134
    Other current liabilities                                       1,792       2,211
                                                                 --------    --------

               Total current liabilities                           24,780       6,214

LONG-TERM DEBT
      Long -tem debt                                                9,740
      Long-term debt - related parties                             10,523       2,120
                                                                 --------    --------
                                                                   20,263       2,120
                                                                 --------    --------


OTHER LONG-TERM LIABILITIES                                         1,557          68
                                                                 --------    --------

               Total liabilities                                   46,600       8,402

Minority Interest                                                   2,954         827

STOCKHOLDERS' EQUITY
    Preferred stock, Series B                                           1           1
    Preferred stock, Series J                                       3,150        --
    Common stock, $.01 par value; authorized, 4,000,000
       shares; issued and outstanding, 977,000 shares issued
       and outstanding                                                 10          10
    Additional paid-in capital                                          4       5,575
    Accumulated other comprehensive income (loss)                   1,014       1,204
    Retained earnings                                              (3,220)     (1,055)
                                                                 --------    --------

                                                                      959       5,735
                                                                 --------    --------


Total liabilities & equity                                         50,513      14,964
                                                                 ========    ========
</TABLE>


        The accompanying notes are an integral part of these statements.

                                       F-3


<PAGE>
<TABLE>
<CAPTION>

               CabelTel International Corporation and Subsidiaries

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  (Amounts in thousands, except share amounts)



                                                             Year ended December 31,
                                                          2004        2003        2002
                                                        --------    --------    --------
<S>                                                     <C>         <C>         <C>
Revenue
    Cable operations                                    $  9,463    $  8,338    $  6,262
    Real estate operations                                 1,173
    Oil and gas operations                                   413        --          --
                                                        --------    --------    --------
                                                          11,049       8,338       6,262
                                                        --------    --------    --------

Operating expenses
    Cable operation                                        6,226       5,731       3,286
    Real estate operations                                   722        --          --
    Oil and gas operations                                   237        --          --
    Lease expense 1,178                                      560         613        --
    Depreciation, depletion, and amortization              1,612       1,439         913
    Corporate general and administrative                   4,166       1,056         921
                                                        --------    --------    --------
                                                          14,141       8,786       5,733
                                                        --------    --------    --------

                  Operating earnings (loss)               (3,092)       (448)        529

Other income (expense)
    Interest income                                           44           6           5
    Interest expense                                        (926)       (202)        (45)
    Gain on foreign transactions, net                        241         413         338
    Gain on sale of assets, net                              844         368        --
    Other income (expense), net                              325         389           1
                                                        --------    --------    --------
                                                             528         974         299
                                                        --------    --------    --------

Earnings (loss) before income taxes
    and minority interest                                 (2,564)        526         828

Income tax (income) expense                                   32         (66)        122

Minority interest                                           (431)        137         109
                                                        --------    --------    --------

       Net earnings (loss) from continuing operations     (2,165)        455         597
                                                        --------    --------    --------

Discontinued operations                                     --          --          (508)

Net income (loss)                                       $ (2,165)   $    455    $     89
Preferred dividend requirement                              (158)       --          --
                                                        --------    --------    --------

Net income applicable to Common shares                  $ (2,323)   $    455    $     89
                                                        --------    --------    --------

Earnings per share - basic
    Net income (loss) from continuing operations        $  (2.38)   $   0.47    $   0.61
    Discontinued operations                                 --          --          (.52)
                                                        --------    --------    --------
                  Net earnings (loss) per share         $  (2.38)   $   0.47    $   0.09

Basic weighted average common shares                         977         977         977



       The accompanying notes are an integral part of these statements.

                                       F-4


<PAGE>

CONSOLIDATED OF OPERATIONS - CONTINUED

Earnings per share - diluted
    Net income (loss) from continuing operations        $  (2.38)   $   0.43    $   0.60
    Discontinued operations                                 --                      (.51)
                                                        --------    --------    --------
                  Net earnings (loss) per share         $  (2.38)   $   0.43    $   0.09

Diluted weighted average common shares                       977       1,057         997


In accordance  with the provisions of the  acquisition  agreement the Company is
required to have a shareholder  vote  permitting  the Series J  shareholders  to
convert into 8,788,000  shares of the Company's  common stock. The following pro
forma earnings per share assumes such conversion has occurred.


Pro-forma earnings per share - diluted
    Net income(loss) from continuing operations         $   (.24)   $   0.05    $   0.06
    Discontinued operations                                 --                      (.05)
                                                        --------    --------    --------
                  Net earnings (loss) per share         $   (.24)   $   0.05    $   0.01

Diluted weighted average common shares                     9,766       9,846       9,786
</TABLE>


















         The accompanying notes are an integral part of this statement.

                                      F-5
<PAGE>
<TABLE>
<CAPTION>

               CabelTel International Corporation and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in thousands)


                                                               Year ended December 31,
                                                          --------------------------------
                                                            2004        2003        2002
                                                          --------    --------    --------
<S>                                                       <C>         <C>         <C>
Cash flows from operating activities
    Net earnings (loss)                                   $ (2,165)   $    455    $     89
    Adjustments to reconcile net earnings (loss) to net
       cash provided by (used in) operating activities
          Depreciation and amortization                      1,612       1,439         913
          Gain on foreign currency transactions               (241)       (413)       (338)
          Gain on sale of assets                              (844)       (368)
          Increase in minority interest                       (650)        216         162
          Changes in operating assets and liabilities
                Accounts receivable - trade                   (351)        (61)        (53)
                Other current and noncurrent assets           (162)     (1,543)         87
                Accounts payable and other liabilities       3,171         840       1,216
                                                          --------    --------    --------

                  Net cash provided by (used in)
                    operating activities                       370         565       2,076

Cash flows from investing activities
    Purchase of property and equipment                      (4,165)     (3,461)     (2,274)
                                                          --------    --------    --------

                   Net cash provided by (used in)
                      investing activities                  (4,165)     (3,461)     (2,274)

Cash flows from financing activities
    Proceeds from borrowings                                 4,072       5,602         454
    Payments on debt                                          (352)     (1,702)       (218)
                                                          --------    --------    --------

                Net cash provided by (used in)
                   financing activities                      3,720       3,900         236
                                                          --------    --------    --------

                Net increase (decrease) in cash
                   and cash equivalents                        (75)      1,004          38
Cash and cash equivalents at beginning of year               1,427         423         385
                                                          --------    --------    --------

Cash and cash equivalents at end of year                  $  1,352    $  1,427    $    423
                                                          ========    ========    ========
</TABLE>




         The accompanying notes are an integral part of this statement.

                                       F-6

<PAGE>
<TABLE>
<CAPTION>

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                             (Amounts in thousands)


                                               Series B                        Series J
                                           Preferred stock                 Preferred stock                   Common stock
                                   -----------------------------   -----------------------------   ------------------------------
                                       Shares          Amount          Shares          Amount          Shares           Amount
                                   -------------   -------------   -------------   -------------   --------------   -------------
<S>                                <C>             <C>             <C>             <C>              <C>             <C>
Balance at January 1, 2002                     1               1            --              --                977              10

Comprehensive income:                       --              --              --              --               --              --
     Unrealized gain on foreign
           currency translation             --              --              --              --               --              --
     Net earnings                           --              --              --              --               --              --
                                   -------------   -------------   -------------   -------------   --------------   -------------

 Balance at December 31, 2002                  1               1            --              --                977              10

Comprehensive income:                       --              --              --              --               --              --
     Unrealized gain on foreign
           currency translation             --              --              --              --               --              --
     Net earnings                           --              --              --              --               --              --
                                   -------------   -------------   -------------   -------------   --------------   -------------

 Balance at December 31, 2003                  1               1            --              --                977              10
     Net loss

Issuance of preferred stock for
     Reverse acquisition of
     Greenbriar Corporation and
     recapitalization related to
     reverse acquisition on
     October 1, 2004                        --              --                32           3,150             --              --

Comprehensive income:                       --              --              --              --               --              --
     Unrealized gain on foreign
           currency translation             --              --              --              --               --              --
     Net earnings                           --              --              --              --               --              --
                                   -------------   -------------   -------------   -------------   --------------   -------------
Balance at December 31, 2004                   1               1              32           3,150              977              10
                                   =============   =============   =============   =============   ==============   =============

                                                                    Accumulated
                                     Additional                        Other
                                      paid in       Accumulated    Comprehensive
                                      capital         deficit      Income (Loss)      Total
                                   -------------   -------------   -------------   -------------
Balance at January 1, 2002                 5,575          (1,599)          3,987

Comprehensive income:                       --              --              --              --
     Unrealized gain on foreign
           currency translation             --              --               407             407
     Net earnings                           --                89            --                89
                                   -------------   -------------   -------------   -------------

 Balance at December 31, 2002              5,575          (1,510)            407           4,483

Comprehensive income:                       --              --              --              --
     Unrealized gain on foreign
           currency translation             --              --               797             797
     Net earnings                           --               455            --               455
                                   -------------   -------------   -------------   -------------

 Balance at December 31, 2003              5,575          (1,055)          1,204           5,735
     Net loss

Issuance of preferred stock for
     Reverse acquisition of
     Greenbriar Corporation and
     recapitalization related to
     reverse acquisition on
     October 1, 2004                      (5,571)           --              --            (2,421)

Comprehensive income:                       --              --              --              --
     Unrealized gain on foreign
           currency translation             --              --              (190)           (190)
     Net earnings                           --            (2,165)           --            (2,165)
                                   -------------   -------------   -------------   -------------
Balance at December 31, 2004                   4          (3,220)          1,014             959
                                   =============   =============   =============   =============
</TABLE>


                                       F-7
<PAGE>

               CabelTel International Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                December 31, 2004


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




NOTE A - BUSINESS DESCRIPTION AND PRESENTATION

    Name Change
    -----------

    On February  10, 2005  Greenbriar  Corporation  changed its name to CabelTel
    International  Corporation  (which is  referred  throughout  this  report as
    "CIC").


    Acquisition of CableTEL AD
    --------------------------

    On October 12, 2004 the CIC acquired 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  collectively  own 100% of Tacaruna BV, a
    Netherlands  company,  which in turn owns 74.8% of CableTEL  AD, a Bulgarian
    telecommunications company.

    The Series J Preferred  Stock is not  convertible to common stock,  however,
    the terms of the acquisition  agreement require CIC to present a proposal to
    its stockholders to approve the exchange of all shares of Series J Preferred
    Stock  into  8,788,500   shares  of  common  stock  which,  if  approved  by
    stockholders, would represent 90% of the total issued and outstanding shares
    of common  stock in CIC.  Management  believes  that this  approval  will be
    forthcoming.  This would effectively give the owners of the legally acquired
    company (CableTEL AD) the controlling interest in CIC. Although CIC acquired
    the two U.S.  entities,  due to the effective change in control by virtue of
    the issuance of the aforementioned consideration,  this transaction is being
    accounted  for as a  "reverse  acquisition",  with  CableTEL  AD  being  the
    surviving company. As a reverse  acquisition for reporting purposes,  CIC is
    accounted for as if it had been acquired.  Also, certain information and the
    historical  financial  statements  presented  present  those of the entities
    acquired by CIC for all years presented.

    For  purpose  of  determining  the  value of the  consideration,  management
    believed  that  due to one of the  owners  of  CableTEL  AD also  having  an
    ownership  interest in CIC,  the  transaction  should not result in goodwill
    being  recognized.  Management  valued the assets of CIC at their fair value
    and applied that value to the acquisition transaction.

    The following table sets forth the allocation of the purchase price to CIC's
    assets and liabilities acquired effective as of October 1, 2004:




                                      F-8

<PAGE>

               CabelTel International Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                December 31, 2004


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE A - BUSINESS DESCRIPTION AND PRESENTATION - Continued

Cash                                                               $    283,000
Accounts receivable                                                     276,000
Notes receivable                                                        871,000
Property held for sale                                                1,725,000
Property and equipment                                               13,038,000
Other assets                                                            891,000
Accounts payable and accrued expenses                                (1,024,000)
Other liabilities                                                      (216,000)
Notes payable                                                       (12,344,000)
                                                                   ------------
   Total                                                           $  3,500,000
                                                                   ============


    Nature of Operations
    --------------------

    CabelTel  International  Corporation,  its  subsidiaries and affiliates (the
    "Company") is principally a telecommunications  company which provides cable
    television,  telephone,  internet  access  and  fiber  optic  line  capacity
    services in the country of Bulgaria.

    As of December 31, 2004 the Company had nearly  130,000 cable TV subscribers
    and access to another 400,000 households in Bulgaria.  It had also completed
    the first  alternative  fiber optical backbone in Bulgaria with connectivity
    to Turkey, Greece, Romania and Macedonia.

    In addition the Company owns retirement communities,  oil and gas leases and
    a shopping mall in the United States.




NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


    A summary of the significant  accounting policies applied in the preparation
    of the accompanying consolidated financial statements follows:

    Principles of Consolidation
    ---------------------------

    The  consolidated  financial  statements  include  the  accounts of CabelTel
    International  Corporation  and  its  majority-owned  subsidiaries  and  are
    prepared on the basis of  accounting  principles  generally  accepted in the
    United States of America.  All  significant  intercompany  transactions  and
    accounts have been eliminated.



                                      F-9
<PAGE>

               CabelTel International Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                December 31, 2004


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

    Depreciation
    ------------

    Depreciation  is provided  for in amounts  sufficient  to relate the cost of
    property and equipment to operations  over their  estimated  service  lives,
    ranging from 3 to 40 years.  Depreciation  is computed by the  straight-line
    method.

    Accounting for Leases
    ---------------------

    Leases  of  property,   plant  and  equipment   where  the  Company  assumes
    substantially  all the  benefits and risks of ownership  are  classified  as
    finance  leases.  Finance leases are  capitalised  at the estimated  present
    value of the  underlying  lease  payments.  Each lease  payment is allocated
    between the liability  and finance  charges so as to achieve a constant rate
    on the finance balance  outstanding.  The corresponding  rental obligations,
    net of finance  charges,  are  included  in other  long-term  payables.  The
    interest  element of the finance  charge is charged to the income  statement
    over the lease period.  The property,  plant and  equipment  acquired  under
    finance leasing  contracts is depreciated over the useful life of the asset.
    Leases of assets  under which all the risks and  benefits of  ownership  are
    effectively  retained  by the lessor are  classified  as  operating  leases.
    Payments made under operating  leases are charged to the income statement on
    a straight-line  basis over the period of the lease. When an operating lease
    is terminated  before the lease period has expired,  any payment required to
    be made to the lessor by way of penalty is  recognised  as an expense in the
    period in which termination takes place.

    Inventories
    -----------

    Inventories are stated at the lower of cost or net realisable value. Cost is
    determined  weighted average method. Net realisable value is the estimate of
    the  selling  price in the  ordinary  course of  business,  less the cost of
    completion and selling expenses.

    Use of Estimates
    ----------------

    In preparing financial  statements in conformity with accounting  principles
    generally  accepted in the United States of America,  management is required
    to make estimates and assumptions that affect the reported amounts of assets
    and liabilities  and the disclosure of contingent  assets and liabilities at
    the date of the financial  statements  and revenues and expenses  during the
    reporting period. Actual results could differ from those estimates.


    Cash Equivalents
    ----------------

    The Company considers all short-term  deposits and money market  investments
    with a maturity of less than three months to be cash equivalents.




                                      F-10

<PAGE>

               CabelTel International Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                December 31, 2004


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

    Foreign Currencies
    ------------------

    Foreign  currency  transactions  by the  Company  are  accounted  for at the
    exchange rates prevailing at the date of the transactions;  gains and losses
    resulting from the settlement of such  transactions and from the translation
    of monetary  assets and  liabilities  denominated in foreign  currencies are
    recognized in the income statement. Such balances are translated at year-end
    exchange rates unless hedged by forward foreign exchange contracts, in which
    case the rates specified in such forward  contracts are used. The effects of
    translation  are  recorded  in  the  cumulative   translation  component  of
    shareholder's equity.

    Goodwill
    --------

    Goodwill  represents the excess of the cost of an acquisition  over the fair
    value of the Company's share of the net assets of the acquired subsidiary or
    associated  undertaking  at the date of  acquisition.  Until January 1, 2002
    goodwill was  amortized  using the  straight-line  method over its estimated
    useful life. The Company has adopted FASB 142 Business Combinations from the
    date it was issued and after  initial  recognition  goodwill  is measured at
    cost  less any  accumulated  impairment  losses.  The value of  goodwill  is
    reviewed  annually and written  down for  permanent  impairment  where it is
    considered necessary.

    Other Intangible Assets
    -----------------------

    The cost of acquired  patents,  trademarks and licenses is  capitalized  and
    amortized  using the  straight-line  method  over their  useful  lives.  The
    carrying amount of each intangible  asset is reviewed  annually and adjusted
    for permanent impairment where it is considered necessary.

    Impairment of Notes Receivable
    ------------------------------

    Notes  receivable  are  identified  as  impaired  when it is  probable  that
    interest and principal  will not be collected  according to the  contractual
    terms of the note  agreements.  The accrual of interest is  discontinued  on
    such  notes,  and no income is  recognized  until  all past due  amounts  of
    principal  and  interest are  recovered in full.  No notes were deemed to be
    impaired at December 31, 2004 and 2003.

    Impairment of Long-Lived Assets
    -------------------------------

    The  Company  reviews  its  long-lived   assets  and  certain   identifiable
    intangibles for impairment when events or changes in circumstances  indicate
    that the carrying amount of the assets may not be recoverable.  In reviewing
    recoverability,  the Company  estimates  the future  cash flows  expected to
    result from use of the assets and  eventually  disposing of them. If the sum
    of the  expected  future  cash  flows  (undiscounted  and  without  interest
    charges) is less than the carrying  amount of the asset,  an impairment loss
    is recognized based on the asset's fair value.

    The  Company  determines  the fair  value of  assets to be  disposed  of and
    records the asset at the lower of fair value less disposal costs or carrying
    value. Assets are not depreciated while held for disposal.



                                      F-11
<PAGE>

               CabelTel International Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                December 31, 2004


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

    Stock Options
    -------------

    The Company has elected to follow  Accounting  Principles  Board Opinion No.
    25,  Accounting  for  Stock  Issued  to  Employees  (APB 25) in its  primary
    financial statements and has provided  supplemental  disclosures required by
    Statement of Financial Accounting Standards No. 123 (SFAS 123),  "Accounting
    for  Stock-Based  Compensation"  and by Statement  of  Financial  Accounting
    Standards No. 148, "Accounting for Stock-Based Compensation - Transition and
    Disclosure an Amendment of SFAS No. 123."

    Options were granted at market by Cabeltel International  Corporation during
    2003, are exercisable immediately, and expire 5 years from date of grant.

    Warrants were issued at market by Cabeltel International  Corporation during
    2004,  are  exercisable  contingent  upon  the  conversion  of the  Series J
    Preferred stock,to common stock.  Because of the contingent nature as to the
    timing  and the  ability  to  exercise  these  warrants,  no value  has been
    ascribed to such warrants at December 31, 2004.

    SFAS 123 requires  disclosure of pro forma net earnings (loss) and pro forma
    net  earnings  (loss) per share as if the fair value method had been applied
    in measuring compensation cost for stock-based awards.


    Reported and pro forma net earnings (loss) and net earnings (loss) per share
    amounts are set forth below (in thousands, except per share data):

                                                                   2003
                                                                  ------
           Net earnings (loss) allocable to common stockholders
                As reported                                       $  455
                Deduct:  total stock-based compensation under
                      fair value based method for all awards         (43)

                Pro forma                                         $  422

           Net earnings (loss) per share
                As reported                                       $ 0.43
                Pro forma                                         $ 0.40



    The fair value of these  options was  estimated  at the date of grant during
    2003  using  the  Black-Scholes  option  pricing  model  with the  following
    weighted-average  assumptions:  no  dividends;  expected  volatility  of  20
    percent;  risk-free  interest  rates of 4.24 percent;  and weighted  average
    expected lives of 5 years.



                                      F-12

<PAGE>

               CabelTel International Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                December 31, 2004


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

    Earnings (Loss) Per Common Share
    --------------------------------

    Basic  earnings  (loss) per common  share is based on the  weighted  average
    number of common shares  outstanding.  Diluted  earnings (loss) per share is
    computed based on the weighted  average number of common shares  outstanding
    plus the number of additional common shares that would have been outstanding
    if dilutive  potential common shares had been issued. In 2004, stock options
    for   approximately   140,000  shares  were  excluded  from  diluted  shares
    outstanding  because  their effect was  anti-dilutive.  In 2004 warrants for
    approximately  190,000 shares were excluded from diluted shares  outstanding
    because their effect was anti-dilutive.

    Sales of Real Estate
    --------------------

    Gains on sales of real estate are recognized to the extent permitted by SFAS
    No. 66,  "Accounting  for Sales of Real Estate." Until the  requirements  of
    SFAS No. 66 have been met for full profit  recognition,  sales are accounted
    for by the installment or cost recovery method, whichever is appropriate.

    Real estate held for sale
    -------------------------

    SFAS No. 144 requires that properties held for sale be reported at the lower
    of carrying  amount or fair value less costs of sale.  If a  reduction  in a
    held for sale property's carrying amount to fair value less costs of sale is
    required,  a provision for loss is recognized by a charge against  earnings.
    Subsequent  revisions,  either  upward  or  downward,  to a  held  for  sale
    property's  estimated  fair  value  less  costs of sale are  recorded  as an
    adjustment  to the  property's  carrying  amount,  but not in  excess of the
    property's  carrying amount when  originally  classified as held for sale. A
    corresponding charge against or credit to earnings is recognized. Properties
    held for sale are not depreciated.

    New Accounting Pronouncements
    -----------------------------

    SFAS No. 151--In  November 2004, the Financial  Accounting  Standards  Board
    issued  Statement  of Financial  Accounting  Standards  No. 151,  "Inventory
    Costs, an Amendment of ARB No. 43, Chapter 4" ("SFAS No.151").  SFAS No. 151
    amends ARB 43, Chapter 4, to clarify that abnormal  amounts of idle facility
    expense,   freight,  handling  costs  and  wasted  materials  (spoilage)  be
    recognized as current period  charges.  It also requires that  allocation of
    fixed production overheads to the costs of conversion be based on the normal
    capacity  of the  production  facilities.  SFAS  No.  151 is  effective  for
    inventory  costs incurred during fiscal years beginning after June 15, 2005.
    The  adoption of SFAS No. 151 is not  expected to have a material  impact on
    the consolidated financial position or results of operations of CIC.



                                      F-13

<PAGE>

               CabelTel International Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                December 31, 2004


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

    SFAS No. 152--In  December 2004, the Financial  Accounting  Standards  Board
    issued Statement of Financial  Accounting Standards No. 152, "Accounting for
    Real Estate Time-Sharing Transactions" ("SFAS No. 152"). SFAS No. 152 amends
    FASB Statement No. 66, Accounting for Sales of Real Estate, to reference the
    financial  accounting  and reporting  guidance for real estate  time-sharing
    transactions   that  is  provided  in  AICPA  Statement  of  Position  04-2,
    Accounting  for Real  Estate  Time-SharingTransactions  ("SOP  04-2").  This
    Statement  also  amends  FASB  Statement  No. 67,  Accounting  for Costs and
    Initial  Rental  Operations  of Real  Estate  Projects,  to  state  that the
    guidance for (a)  incidental  operations and (b) costs incurred to sell real
    estate projects does not apply to real estate time-sharing transactions. The
    accounting for those  operations and costs is subject to the guidance in SOP
    04-2.

    SFAS  No.  152 is  effective  for  financial  statements  for  fiscal  years
    beginning after June 15, 2005, and is to be reported as a cumulative  effect
    of a change in  accounting  principle.  The  adoption of SFAS No. 152 is not
    expected to have a material impact on the consolidated financial position or
    results of operations of CIC.

    SFAS No. 123--In  December 2004, the Financial  Accounting  Standards  Board
    issued  Statement of Financial  Accounting  Standards  No. 123,  Share-Based
    Payment,  revised ("SFAS No. 123R").  SFAS No. 123R addresses the accounting
    for share-based  payments to employees,  including  grants of employee stock
    options. Under the new standard, companies will no longer be able to account
    for  share-based  compensation  transactions  using the intrinsic  method in
    accordance  with  APB  Opinion  No.  25,  Accounting  for  Stock  Issued  to
    Employees.   Instead,  companies  will  be  required  to  account  for  such
    transactions  using a  fair-value  method and  recognize  the expense in the
    consolidated  statement  of  income.  SFAS No.  123R will be  effective  for
    periods  beginning  after June 15,  2005 and allows,  but does not  require,
    companies  to restate  the full fiscal year of 2005 to reflect the impact of
    expensing  share-based payments under SFAS No. 123R. The Company has not yet
    determined  which  fair-value  method  and  transitional  provision  it will
    follow.  The  adoption of SFAS No.  123R is not  expected to have a material
    impact on the  Company's  consolidated  financial  position  or  results  of
    operations.  See Stock-Based Employee  Compensation for the pro forma impact
    on net  income  and  net  income  per  share  from  calculating  stock-based
    compensation costs under the fair value alternative of SFAS No. 123.

    SFAS No. 153--In  December 2004, the Financial  Accounting  Standards  Board
    issued  Statement of Financial  Accounting  Standards No. 153,  Exchanges of
    Non-monetary  Assets,  An Amendment of APB Opinion No. 29 ("SFAS No.  153").
    The   guidance  in  APB  Opinion  No.  29,   Accounting   for   Non-monetary
    Transactions,  is based on the  principle  that  exchanges  of  non-monetary
    assets should be measured  based on the fair value of the assets  exchanged.
    The guidance in APB Opinion No. 29, however,  included certain exceptions to
    that  principle.  SFAS No. 153 amends APB  Opinion No. 29 to  eliminate  the
    exception  for  non-monetary  exchanges  of  similar  productive  assets and
    replaces it with a general  exception for exchanges of  non-monetary  assets
    that  do  not  have  commercial  substance.   A  non-monetary  exchange  has
    commercial  substance if the future cash flows of the entity are expected to
    change significantly as a result of the exchange.  SFAS No. 153 is effective
    for non-monetary  asset exchanges in fiscal periods beginning after June 15,
    2005. The adoption of SFAS No. 153 is not expected to have a material impact
    on the consolidated financial position or results of operations of CIC.





                                      F-14

<PAGE>

               CabelTel International Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                December 31, 2004


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE C - Liquidity

    At  December  31, 2004 the Company  had  current  assets of  $9,039,000  and
    current liabilities of $24,780,000. During the past eighteen months CableTEL
    AD has for the most  part  completed  the  first  fiber  optic  backbone  in
    Bulgaria with  connectivity to Turkey,  Greece,  Romania and Macedonia.  The
    total investment in the backbone will be approximately $30,000,000.  Most of
    the costs to construct  the backbone were incurred in 2004 and were financed
    both through debt and vendor financing.

    The backbone that CableTEL AD is constructing consists of three separate and
    independent  fiber  optic  ducts,  and  CableTEL  AD only  needs one for its
    operations. The other two ducts are being constructed to sell to independent
    third  parties.  CableTEL  AD has a contract  for the sale of one duct for a
    total price of approximately $13,000,000. CableTEL AD received approximately
    $1,800,000 in 2004,  $4,200,000 in the first quarter of 2005 and anticipates
    the  collection  of the  remaining  balance of  approximately  $7,000,000 in
    second and third quarters of 2005. CableTEL AD is actively pursuing the sale
    of the remaining duct.


NOTE D -  NOTES RECEIVABLE

    The Company holds two  tax-exempt  notes for a total of  $4,030,000  bearing
    interest at 9.5%. The notes mature on April 1, 2032, and August 1, 2031.

    The  repayment  of the notes is limited  to the cash flow of the  respective
    properties  either from  operations,  refinancing  or sale.  The Company has
    valued  the notes and  accrued  interest  at zero and will  record  any cash
    received in the form of interest or principal as income.


 NOTE E - FAIR VALUE OF FINANCIAL INSTRUMENTS

    The following  methods and assumptions  were used to estimate the fair value
    of each  class of  financial  instruments  for  which it is  practicable  to
    estimate values at December 31, 2004 and 2003:

    Cash and cash  equivalents  - The carrying  amount  approximates  fair value
    because of the short maturity of these instruments.

    Long-term debt - The fair value of the Company's long-term debt is estimated
    based on market rates for the same or similar issues.  The carrying value of
    long-term debt approximates its fair value.

    Notes  receivable - The fair value of the note  receivable from an affiliate
    partnership  is  estimated  to  approximate  fair  value  based on its short
    maturity. It is not practical to estimate the fair value of notes receivable
    from sale of  properties  because no quoted  market  exists and there are no
    comparable debt instruments to provide a basis for valuation.





                                      F-15

<PAGE>

               CabelTel International Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                December 31, 2004


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




NOTE F - NOTES PAYABLE

    LONG TERM DEBT

    Long-term debt is comprised of the following (in thousands):

                                                               December 31,
                                                            2004          2003

Notes payable to financial institutions maturing            14,112
through 2018; fixed and variable interest rates
ranging from 5.75% to 11% ; collateralized by real
property, fixtures, equipment and the assignment of
rents
Notes payable to individuals and companies maturing          5,232
through 2023; variable and fixed interest rates
ranging from 10% to 18%; collateralized by real
property, personal property, fixtures, equipment and
the assignment of rents
Notes payable to related parties bearing interest at        10,522         2,120
rates ranging From 15% to 18%
                                                            29,866         2,120
                                                          ----------------------

         Less current maturities                             9,603             0
                                                          ======================

                                                            20,263         2,120
                                                          ======================








                                      F-16
<PAGE>

               CabelTel International Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                December 31, 2004


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE F - NOTES PAYABLE - Continued

    Aggregate annual principal maturities of long-term debt at December 31, 2004
    are as follows (in thousands):

          2005                                                             9,603
          2006                                                            13,222
          2007                                                               415
          2008                                                               480
          2009                                                             5,536
          Thereafter                                                         610
                                                                         -------

                                                                         $29,866
                                                                         =======




NOTE G - OPERATING LEASES

    The Company leases an assisted  living  community  under an operating  lease
    whose basic term  expires  December  31, 2011 and has  operating  leases for
    equipment and office space.  The leases  generally  provide that the Company
    pay property taxes, insurance, and maintenance.

    Future minimum payments following December 31, 2004 are as follows (in
thousands):

          2004                                                           $ 1,881
          2005                                                             1,881
          2006                                                             1,897
          2007                                                             1,836
          2008                                                             1,853
          Thereafter                                                       2,717
                                                                         -------

                                                                         $12,065

    Lease  expense  in  2004,  2003  and  2002  was  $1,178,   $560,  and  $613,
    respectively.





                                      F-17
<PAGE>

               CabelTel International Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                December 31, 2004


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE H  - EARNINGS PER SHARE

    The  following  table sets  forth the  computations  of pro forma  basic and
    diluted earnings per share (in thousands, except per share data):

                                                     Year ended December 31,
                                                   2004        2003       2002
Numerator:
  Net income(loss) from continuing operations    $ (2,165)   $    455   $     89

Denominator:
  Shares used in basic earnings per share
    calculation1                                      977         977        977

  Effect of diluted securities:
    Employee stock options                             80          20       --
    Warrants                                         --          --         --

  Shares used in diluted earnings per share
     calculations                                     977       1,057        997

Pro forma basic earnings per share               $  (2.38)   $   0.47   $   0.09

Pro forma diluted earnings per share             $  (2.38)   $  0. 43   $   0.09


NOTE I  - INCOME TAXES

    CableTEl AD pays income tax in Bulgaria based on their stand alone earnings.
    CIC will not pay income tax for the  earnings of CableTEL AD until such time
    as such earnings are remitted to the United States.

    Prior to the  acquisition  of CableTEL AD CIC had net  operating  loss carry
    forwards of approximately  $22,500,000,  which expire between 2004 and 2022.
    As a result of the CIC's  acquisition of CableTEL AD a change of control has
    been deemed to have occurred and as a result to remaining  carry forwards to
    offset future operating  profits have limitations that restrict  utilization
    to  approximately  $70,000 for any one year for the next fifteen years.  CIC
    may however  utilize the benefit of certain of the  remaining  net operating
    loss carry forwards to increase the basis of its assets to their fair market
    value at the date of the acquisition




                                      F-18
<PAGE>

               CabelTel International Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                December 31, 2004


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE I  - INCOME TAXES - Continued

    Deferred tax assets and  liabilities  were  comprised of the  following  (in
    thousands):
                                                                 December 31,
                                                            --------------------
                                                              2004        2003
                                                            --------    --------

    Deferred tax assets:
       Net operating loss carry forwards                    $    357    $   --
       Other                                                     344
                                                            --------    --------

       Total deferred tax assets                                 701

    Valuation allowance                                         (701)       --
                                                            --------    --------

       Net deferred tax asset                               $   --      $   --
                                                            ========    ========

    The company does not estimate any tax significant tax income or loss for the
    year ended  December 31, 2004. The  historical  financials  presented do not
    represent the historical taxpayer as such, historical  information regarding
    taxes have not been included.

    Changes in the deferred tax valuation allowance result from assessments made
    by the Company each year of its expected future taxable income  available to
    absorb its carry forwards. The Company believes that the deferred tax assets
    will not be realized.  However,  this evaluation is inherently subjective as
    it requires  estimates that are susceptible to significant  revision as more
    information becomes available.

NOTE J - STOCKHOLDERS' EQUITY

    Outstanding Preferred Stock
    ---------------------------

    Preferred stock consists of the following (amounts in thousands):

                                                                  Year ended
                                                                 December 31,
                                                             -------------------
                                                               2004       2003
                                                             --------   --------

Series B cumulative convertible preferred stock,
  $.10 par value; liquidation value of $100;
  authorized, 100 shares; issued and outstanding, 1 share    $      1   $      1
                                                             ========   ========

Series J cumulative non-convertible preferred stock,
  $.10 par value; liquidation value of $1000; authorized,
  31500 shares; issued and outstanding 31,500 shares         $ 31,500   $   --
                                                             ========   ========



                                      F-19
<PAGE>

               CabelTel International Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                December 31, 2004


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE J - STOCKHOLDERS' EQUITY - Continued

    The Series B preferred  stock has a liquidation  value of $100 per share and
    is convertible into common stock over a ten-year period at prices escalating
    from  $500 per  share in 1993 to  $1,111  per  share by 2002.  The  right to
    convert  expired  April 30,  2003.  Dividends at a rate of 6% are payable in
    cash or preferred shares at the option of the Company.

    The Series J stock is non-convertible however the Company has agreed to hold
    a shareholder vote to allow the Series J shareholders to covert their 31,500
    shares of preferred into 8,788,000 shares of the Company's common stock


    Stock Options
    -------------

    In 1997, the Company  established a long-term incentive plan (the 1997 Plan)
    for the benefit of certain key employees. Options granted to employees under
    the 1997 Plan become  exercisable over a period as determined by the Company
    and may be exercised up to a maximum of 5 years from date of grant. The 1997
    Plan  allowed  up to  50,000  shares  of the  Company's  common  stock to be
    reserved for issuance.  In 2000,  the Company  adopted the 2000 Stock Option
    Plan,  under which up to 50,000  shares of the  Company's  common  stock are
    reserve for issuance.

    The  Company  granted  options to two  officers  during 1996  through  2001,
    aggregating  80,000  shares not covered by either plan.  These  options were
    granted at market,  were exercisable  immediately,  and expire 10 years from
    date of grant.












                                      F-20
<PAGE>

               CabelTel International Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                December 31, 2004


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE J - STOCKHOLDERS' EQUITY - Continued

    Information with respect to stock option activity is as follows:

                                                                        Weighted
                                                                         average
                                                                        exercise
                                                             Shares      price
                                                            --------    --------

    Outstanding at January 1, 2002                           160,850    $  81.28

       Expired                                                (5,050)     182.58
                                                            --------    --------

    Outstanding at December 31, 2002                         155,800    $  78.00

       Granted                                                60,000        2.60
       Cancelled, rescinded, or annulled                     (70,800)     109.27
       Expired                                                (3,000)     112.50

    Outstanding at December 31, 2003 and 2004                142,000    $  30.27
                                                            ========    ========


    Options exercisable at December 31, 2002                 155,800    $  78.00
                                                            ========    ========

    Options exercisable at December 31, 2003 and 2004        142,000    $  30.27
                                                            ========    ========

    Weighted  average  fair value per share of options  granted  during 2003 and
    2001 was $0.71 and $7.60, respectively.

    Additional  information about stock options outstanding at December 31, 2004
    is summarized as follows:

                                         Options outstanding and exercisable
                                ------------------------------------------------
                                              Weighted average       Weighted
                                   Number        remaining            average
     Range of exercise prices   outstanding   contractual life    exercise price
     ------------------------   -----------   -----------------   --------------

     $2.60                           60,000           4.0         $   2.60
     $3.75 to $6.90                  60,000           6.0             5.68
     $100.00 to $150.39               2,000           1.0           150.39
     $175.00                         20,000           3.0           175.00





                                      F-21
<PAGE>
<TABLE>
<CAPTION>

               CabelTel International Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                December 31, 2004


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE K - OTHER INCOME (EXPENSE)

    Other income (expenses) consists of the following: (amounts in thousands)

                                                     Year ended December 31,
                                                 -------------------------------
                                                   2004        2003       2002
                                                 --------    --------   --------

    Gain (loss) on sale of properties            $   (162)   $   --     $   --
    Advertisement revenue                              32        --         --
    Miscellaneous service fees                        472         389          1
    Other                                             (17)       --         --
                                                 --------    --------   --------

                                                 $    325    $    389   $      1
                                                 ========    ========   ========


NOTE L - CASH FLOW INFORMATION

    Supplemental information on cash flows is as follows (in thousands):

                                                                 Year ended December 31,
                                                              ------------------------------
                                                                2004       2003       2002
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
Interest paid                                                 $    329   $   --     $     17
Income taxes paid                                                   31         43         69

Non-cash investing and financing activities (in thousands):
   Issuance of Series J preferred stock for assets               3,500       --         --
   Unrealized foreign currency translation loss                    190       --         --
   Unrealized foreign currency translation gain                   --          797        407
   Notes payable from acquisition                                8,244       --         --
   Write-up of goodwill from acquisition                         5,100       --         --

   Minority interest increase from acquisition                   2,777
   Purchase of property and equipment
    vendor financed                                              8,200       --         --
</TABLE>


NOTE M - DISCONTINUED OPERATIONS AND SALES OF REAL ESTATE

    Discontinued Operations was a loss of $508,000 in 2002. During 2000 and 2001
    CableTEL's  growth  occurred by acquiring  other existing  cable  operators.
    During that period in time cable  operators  in  Bulgaria  were  required to
    actually  own and  operate TV  studios.  In early 2003  CableTEL AD sold its
    studio operations. Any gain or loss in 2003 was immaterial and the loss from
    operations in 2002 was $508,000.



                                      F-22

<PAGE>
<TABLE>
<CAPTION>

               CabelTel International Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                December 31, 2004


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE N - SEGMENT REPORTING

Business Operations

    The Company operates three separate distinct businesses

    o   The Company's  principal  business is  telecommunications  activities in
        Bulgaria  and  surrounding   countries   including   subscription  cable
        television, fixed voice telephony services and data services.

    o   The  ownership  and  operation  of real estate  through  one  retirement
        community  in King  City,  Oregon,  with a  capacity  of 114  residents,
        leasing  of a  residential  retirement  property  to a  third  party  in
        Greenville, South Carolina and ownership and operation of an outlet mall
        in Gainesville,  Texas with approximately  315,000 square feet of retail
        space available for lease.

    o   The ownership of oil and gas leases in Gregg and Rusk Counties, Texas on
        which 48 producing wells were operating as of March 31, 2005.

    The segment  information and reconciliation to income (loss) from operations
    that follows  includes the Bulgarian  telecommunications  activities for the
    twelve months ended  December 31, 2004 and the US  operations  for the three
    months ended December 31, 2004.

Twelve months ended December 31, 2003 (amounts in thousands)

                                                                                  Real            Oil       Consolidated
                                                    Cable        Corporate       Estate        Operation        CIC
                                                 ----------------------------------------------------------------------
Revenue                                                9,463                         1,173            413        11,049
                                                 ----------------------------------------------------------------------
<S>                                              <C>            <C>            <C>            <C>           <C>
Operating expenses
     Cable operations                                  6,226                           722            237          7,185
     Lease expense                                       947                           231                         1,178
     Depletion, depreciation and  amortization         1,473                           112             27          1,612
     Corporate general and administrative              3,917            249          4,166
                                                 ----------------------------------------------------------------------
                                                      12,563            249          1,065            264        14,141
                                                 ----------------------------------------------------------------------

Operating earning  (loss)                             (3,100)          (249)           108            149        (3,092)

Interest Expense                                         268            478            180                          926
Gain on sale of assets                                   844                                                        844
Net earnings (loss)                                   (1,979)          (312)           (23)           149        (2,165)
Total Assets                                          23,755         10,310         14,833          1,615        50,513
</TABLE>


                                      F-23

<PAGE>

               CabelTel International Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                December 31, 2004


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE O - CONTINGENCIES

    Cable Partners Bulgaria LLC vs. Greenbriar Corporation and Ronald C. Finley
    ---------------------------------------------------------------------------

    On January  24,  2005 a lawsuit  was filed in the  District  Court of Dallas
    County,  Texas by Cable Partners  Bulgaria LLC,  ("CPB") a Colorado  limited
    liability  company  against the Company.  The lawsuit states that on October
    12, 2004 CPB entered into a letter  agreement  with the owners of Eurocom to
    acquire  the  assets of  Eurocom,  a cable  operator  in the city of Plovdiv
    Bulgaria.  The lawsuit  further  indicates  that the October 12, 2004 letter
    outlines a time line for the completion of due diligence by CPB. The lawsuit
    states   that  in  November   2004  a   conversation   occurred   between  a
    representative of CPB and Ronald Finley, CEO of both CIC and CableTEL during
    which time such  representative told Mr. Finley that CPB had an agreement to
    purchase Eurocom.

    The lawsuit alleges that CIC intentionally and improperly caused the sellers
    of Eurocom to enter into  discussions  with CableTEL which ultimately led to
    CableTEL  entering  into a  separate  and  competing  contract  to  purchase
    Eurocom.  CPB alleges that the Company's  interference was improper and that
    CPB has been  damaged  in the  amount  of at least  (euro)4.5  million.  The
    lawsuit  further  alleges that CPB's letter  agreement  provided for a three
    year management agreement with the sellers of Eurocom and that CPB was would
    be further damaged by the loss of the experience,  expertise and contacts of
    the sellers of Eurocom in an amount to be determined  at trial.  CPE further
    seeks exemplary damages of an unspecified amount.

    The Company believes the lawsuit is totally without merit. CableTEL had been
    holding  discussions,  conducting  due diligence and had agreements in place
    with  the  owners  of  Eurocom  well  before  either  the  alleged  November
    conversation  or the  October  12,  2004  letter.  In  addition  the Company
    believes  the  lawsuit  misstates  certain key facts which could prove to be
    critical in CPB's ability to prevail in this matter.

    Other
    -----

    The Company has been named as a defendant in other  lawsuits in the ordinary
    course of business.  Management  is of the opinion that these  lawsuits will
    not have a material effect on the financial condition, results of operations
    or cash flows of the Company.




                                      F-24
<PAGE>

               CabelTel International Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                December 31, 2004


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




NOTE P - Related Parties

    On October 1, 2003 CableTEL AD entered into a consulting agreement with Gene
    E. Phillips  whereby Mr. Phillips is to receive  (euro)15,000  per month for
    consulting  services.  These services include technical and financial advice
    to CableTEL The initial  agreement was amended on March 26, 2004 to extended
    the  agreement to March 26, 2009.  This  agreement  may be  terminated  upon
    mutual  consent of the parties or by any of the  parties  with a three month
    written notification.

    Global Communication  Technologies,  Inc. ("Globaltec") is a manufacturer of
    telecommunications  switching  equipment.  Globaltec  is owned by  Ronald C.
    Finley,  Jeffrey Finley (brother to Ronald Finley) and Gene E. Phillips.  In
    2004 CableTEL AD paid  $1,992,284 to Globaltec for the purchase of hardware,
    software and licensing. In addition,  CableTEL AD paid Globaltec's Bulgarian
    subsidiary  $164,250 in consulting fees to implement the switching equipment
    installation and management.

    The Company through  subsidiaries  owns 30% of CableTEL AD directly and owns
    64% of Narisma Holdings,  Ltd., a Cyprus company that owns the remaining 70%
    of CableTEL AD.  Collectively,  the Company has effective ownership of 74.8%
    of CableTEL AD. In January 2005 Envicon Development  Corporation,  a company
    indirectly  owned by Gene E. Phillips  acquired the 36% of Narisma  Holdings
    Limited which represents 25.2% of CableTEL AD.

















                                      F-25
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>2
<FILENAME>cabeltel10kex105123104.txt
<DESCRIPTION>WARRANT TO PURCHASE COMMON STOCK
<TEXT>

Exhibit 10.5

                 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE
             SECURITIES ACT OF 1933, AS AMENDED, OR THE BLUE SKY LAW
                 OF ANY STATE. TRANSFER OR SALE OF THIS WARRANT
                   SHALL NOT BE MADE EXCEPT IN ACCORDANCE WITH
                                THE TERMS HEREOF.


               WARRANT TO PURCHASE TWENTY THOUSAND (20,000) SHARES
                   OF COMMON STOCK, $0.01 PAR VALUE PER SHARE,
                            OF GREENBRIAR CORPORATION

         THIS  CERTIFIES  THAT for $200 and for  services  rendered and good and
valuable  consideration  received,  Ken  L.  Joines  or  any  subsequent  holder
(hereinafter  called  the  "Holder"),  is  entitled,  subject  to the  terms and
conditions  hereinafter set forth, to purchase from  Greenbriar  Corporation,  a
Nevada corporation (the "Company"),  all or any part of Twenty Thousand (20,000)
fully paid and  nonassessable  shares of the Company's  Common Stock,  $0.01 par
value per share (the "Common  Stock"),  at an exercise price of Three and 58/100
Dollars  ($3.58) per share (the "Exercise  Price").  The Company is subject to a
special  covenant  contained in an Acquisition  Agreement dated October 12, 2004
(the  "Acquisition  Agreement")  requiring  presentation of a transaction to the
Company's  stockholders,  together  with a  mandatory  exchange  of a series  of
Preferred  Stock  for  Common  Stock  (all the  "Transaction").  If  stockholder
approval  of the  Transaction  does not  occur,  the  holders  of the  series of
Preferred  Stock have an  opportunity  exercisable  from October 1, 2005,  until
September 30, 2006 to rescind the Transaction (the "Recission").

1. Term;  Warrant  Purchase Price.  Subject to the terms and conditions  hereof,
this Warrant shall be  exercisable  in whole or in part from time to time,  from
9:00  A.M.  local  Dallas,  Texas  time,  on the day  following  the date of the
stockholder  approval of the  Transaction to and until 3:00 p.m.,  local Dallas,
Texas time, on October 31, 2009 (the "Exercisable  Term");  prior to the date of
stockholder approval of the Transaction,  this Warrant shall not be exercisable.
The Company hereby  acknowledges  receipt from Holder and its acceptance of $200
($0.01 per share of Common Stock covered hereby) of adequate  consideration  for
the issuance of this Warrant to Holder (the  "Warrant  Purchase  Price"),  which
amount shall be applied against and in reduction of the Exercise Price per share
at the time of first  exercise of part or all of this  Warrant.  Notwithstanding
any other provision of this Warrant, if stockholder  approval of the Transaction
does not occur  prior to October 1, 2005,  and if  Recission  does  occur,  this
Warrant  shall on such date of  Recission  become null and void by its terms and
all rights of Holder to exercise  this  Warrant  shall  expire.  If  stockholder
approval of the Transaction  does occur, the Company and Holder shall execute an
acknowledgment  of that fact which shall be attached to this Warrant to evidence
its continued effectiveness.

(a) Exercise. This Warrant may be exercised by the Holder as to the whole at any
time, or in part from time to time, during the Exercisable Term hereof set forth
in  paragraph 1 above (but not as to a  fractional  share of Common  Stock):  by
completing the Subscription  Form, a copy of which is attached hereto and made a
part hereof (which written notice and subscription  shall [i] state the election
to exercise the Warrant and the number of shares in respect to which it is being
exercised and [ii] be signed by the person so  exercising  the Warrant on behalf
of the Holder),  and delivering such  Subscription  Form to the Secretary of the
Company;  by presenting and  surrendering  this Warrant,  duly endorsed,  at the
principal  executive  office of the  Company  in the city and state  where  then
located;  by  delivery to the  Company of an  investment  letter as set forth in
paragraph 14(b)

(b) hereof and upon payment to the Company of the amount of the  Exercise  Price
for shares so purchased either by (i) delivering to the Company,  by check or by
wire transfer,  an amount equal to the Exercise  Price per Share,  multiplied by
the number of Shares then being  purchased,  or (ii) by indicating in the notice
of exercise  form that the Exercise  Price should be paid by deducting  from the

<PAGE>

number of Shares to be received by the  exercising  Holder that number of Shares
which has an  aggregate  Specified  Value  (as  defined  herein)  on the date of
exercise  equal to the  aggregate  Exercise  Price  for all  Shares  then  being
purchased (a "Net Exercise").  "Specified  Value" per Share at any date shall be
the fair market value of such Share as  determined in good faith by the Board of
Directors of the Company.  Thereupon  this Warrant  shall be deemed to have been
exercised in whole or in part and the Holder  exercising the same shall become a
holder of record of shares of Common Stock purchased hereunder, and certificates
for such  shares so  purchased  shall be  delivered  to the  purchaser  within a
reasonable  time after this Warrant shall have been  exercised.  If this Warrant
shall be  exercised  in  respect  of only a part of the  shares of Common  Stock
covered  hereby,  the Holder  shall be entitled to receive a similar  warrant of
like  tenor and date  covering  the  number of shares in  respect  of which this
Warrant  shall not have been  exercised.  No  fractional  shares of Common Stock
shall be issued hereunder.

(c)  Transferability.  Subject to the terms and conditions hereof,  this Warrant
may be  assigned  by  Holder  to any  assignee  with or  without  consideration;
provided,  however, that except for transfers or assignments by will or the laws
of descent and distribution, no partial assignment of this Warrant shall be made
and any transfer of this  Warrant  shall be made only with respect to all of the
shares of Common  Stock  covered  hereby or with  respect to which this  Warrant
shall then be  exercisable.  No assignment of this Warrant shall be effective as
against the Company  unless and until the Company and Holder shall have received
from such  assignee  an  investment  letter in form and  content as set forth in
paragraph  14(c) hereof,  and in any event,  satisfactory in form and content to
Company and Company's counsel,  the Company shall have been notified in writing,
in a manner  satisfactory  to the  Company,  and as set  forth in  paragraph  16
hereof,  by Holder and assignee of the fact of such  assignment  and the Company
shall have  prepared and sent to assignee in exchange  hereof,  a new warrant of
like  tenor and date to this  Warrant,  specifying  assignee  as the new  holder
thereof,  the Company shall have received from the Holder or his assignee  funds
sufficient to pay any applicable  transfer tax, and Holder and/or assignee shall
have complied with any such other directions, instructions and requests, if any,
as may be reasonably  made or given by Company in order to satisfy Company as to
the validity and legality of such  assignment.  Any such new Warrant issued will
bear the same or similar legends as does this Warrant and will be subject to the
investment and transfer restrictions stated herein.

2.  Substitution.  Upon receipt of evidence  satisfactory  to the Company of the
loss,  theft,  destruction or mutilation of this Warrant and, in the case of any
such  loss,  theft  or  destruction,  upon  delivery  of  a  bond  of  indemnity
satisfactory  to the  Company,  or in the  case  of any  such  mutilation,  upon
surrender or cancellation of this Warrant,  the Company will issue to the Holder
a new warrant of like tenor, in lieu of this Warrant,  representing the right to
subscribe for and purchase the number of shares which may be subscribed  for and
purchased  hereunder.   Any  such  new  Warrant  executed  and  delivered  shall
constitute  only the same  contractual  obligation on the part of the Company as
this Warrant.

3. Company  Actions.  The  existence of this Warrant shall not affect in any way
the right or power of the Company or its  shareholders  to make or authorize any
or all adjustments,  recapitalizations,  reorganizations or other changes in the

<PAGE>

Company's capital  structure or its business,  or any merger or consolidation of
the Company,  or any issue of bonds,  debentures,  preferred or prior preference
stocks ahead of or  affecting  the Common  Stock or the rights  thereof,  or the
dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its  assets or  business,  or any  other  corporate  act or  proceeding,
whether of a similar character or otherwise.

         (a) Recapitalization.  The shares with respect to which this Warrant is
         issued are shares of Common Stock as presently  constituted on the date
         of this  Warrant,  but if, and  whenever,  prior to the delivery by the
         Company of any of the shares of the Common  Stock with respect to which
         this  Warrant is issued,  the Company  shall  effect a  subdivision  or
         consolidation of shares or other capital  adjustment,  the payment of a
         stock  dividend,  or other increase or decrease of the number of shares
         of  the  Common  Stock  outstanding,   without  receiving  compensation
         therefor  in  money,  services  or  property,  then in the  event of an
         increase in the number of such shares outstanding, the number of shares
         of Common Stock then remaining  subject to and  purchasable  under this
         Warrant  shall be  proportionately  increased,  and the Exercise  Price
         payable per share shall be  proportionately  reduced (but not below the
         par value $0.01 per share);  and conversely in the event of a reduction
         in the  number  of such  shares  outstanding,  the  number of shares of
         Common  Stock  then  remaining  subject to and  purchasable  under this
         Warrant  shall  be  proportionately  reduced,  and the  Exercise  Price
         payable per share shall be proportionately increased. Any dividend paid
         or  distributed  upon the  Common  Stock  in any  class of stock or any
         securities of the Company  convertible  into or exchangeable for shares
         of Common Stock of the Company  shall be treated as a dividend  paid in
         Common  Stock to the extent  that shares of Common  Stock are  issuable
         upon the conversion or exchange thereof.

4. Effect of Merger or Consolidation. After a merger of one or more corporations
into  the  Company,  or after a  consolidation  of the  Company  and one or more
corporations  in which the Company  shall be the surviving  corporation,  Holder
shall,  without any change in, or payment in addition to, the Exercise Price, be
entitled  upon any exercise of this Warrant to receive  (subject to any required
action by shareholders) in lieu of the number of shares as to which this Warrant
shall then be so  exercisable,  the number and class of shares of stock or other
securities,  or the amount of cash, property or assets to which the Holder would
have  been  entitled  pursuant  to the  terms  of the  agreement  of  merger  or
consolidation,  if immediately  prior to such merger or consolidation the Holder
had been the  holder of  record  of a number  of  shares of Common  Stock of the
Company equal to the number of shares of Common Stock of the Company  covered by
the then  unexercised  portion  of this  Warrant.  In the event of any merger or
consolidation  to which the  Company is a party in which the  Company is not the
surviving corporation:

         (i) the Company, prior to consummation,  shall take all steps necessary
         to assure that all  provisions  of this  Warrant  shall  thereafter  be
         applicable,  as nearly as reasonably may be, to any securities or other
         consideration so deliverable on exercise of this Warrant,


<PAGE>

         (ii)  prior to  consummation,  the  successor  corporation  shall  have
         assumed the  obligations  of this paragraph and this Warrant by written
         instrument  executed and  delivered to the Holder at its address on the
         books of the Corporation, and

         (iii) the Holder shall be entitled to receive, upon notice of exercise,
         in lieu of the number of shares as to which this Warrant  shall then be
         so exercisable  immediately prior to such merger or consolidation,  the
         number and class of shares of stock or other securities,  or the amount
         of cash,  property or assets of the surviving  corporation to which the
         Holder would have been entitled  pursuant to the terms of the agreement
         of merger or  consolidation,  if  immediately  prior to such  merger or
         consolidation  the  Holder had been the holder of record of a number of
         shares of Common Stock of the Company  equal to the number of shares of
         Common Stock covered by the then unexercised portion of this Warrant.

5. Nonadjustment.  Except as herein expressly provided, the issue by the Company
of shares of stock of any class, or securities  convertible into shares of stock
of any class, for cash or property,  or for labor or services either upon direct
sale or upon the exercise of options,  rights or warrants to subscribe therefor,
or upon conversion of shares or obligations of the Company convertible into such
shares  or other  securities,  shall not  affect,  and no  adjustment  by reason
thereof  shall be made with  respect to, the number or price of shares of Common
Stock subject to this Warrant.

6.  Computation  of Adjustment.  Upon the occurrence of each event  requiring an
adjustment of the Exercise Price and the number of shares  purchasable  pursuant
to this Warrant in accordance  with,  and as required by, the terms hereof,  the
Company  shall  mail  forthwith  to  Holder  a copy of its  computation  of such
adjustment  which shall be  conclusive  and shall be binding upon Holder  unless
contested  by Holder by written  notice to the Company  within  ninety (90) days
after receipt thereof by Holder.

7. Record Dates, Etc. In case:

         (a) the Company  shall take a record of the holders of its Common Stock
         for the  purpose  of  entitling  them to  receive  a  dividend  payable
         otherwise  than in cash,  or any other  distribution  in respect of the
         Common Stock (including  cash),  pursuant to, without  limitation,  any
         spin-off, split-off or distribution of the Company's assets; or

         (b) of any classification,  reclassification or other reorganization of
         the  capital  stock of the  Company,  consolidation  or  merger  of the
         Company  with or into  another  corporation,  or  conveyance  of all or
         substantially all of the assets of the Company; or

         (c) of the voluntary or involuntary dissolution, liquidation or winding
         up of the Company;


<PAGE>

and in any such case,  the Company  shall mail to Holder,  at least fifteen (15)
days prior thereto, a notice stating the date or expected date on which a record
is to be taken for the purpose of such dividend,  distribution or rights, or the
date   on   which   such   classification,   reclassification,   reorganization,
consolidation,  merger, conveyance, dissolution, liquidation or winding up is to
take  place,  as the case may be.  Such  notice  shall also  specify the date or
expected  date,  if any is to be fixed,  as of which  holders of Common Stock of
record  shall be entitled  to  participate  in said  dividend,  distribution  or
rights,  or shall be  entitled  to  exchange  their  shares of Common  Stock for
securities   or   other   property   deliverable   upon   such   classification,
reclassification,    reorganization,    consolidation,    merger,    conveyance,
dissolution, liquidation or winding up, as the case may be.

8.  Liquidation,  Dissolution.  In case the Company shall at any time while this
Warrant or any portion hereof shall remain unexpired and  unexercised,  sell all
or substantially all its property or dissolve, liquidate or wind up its affairs,
the Holder may thereafter  receive upon exercise hereof in lieu of each share of
Common Stock of the Company  which  Holder would have been  entitled to receive,
the same  kind and  amount  of any  securities  or  assets  as may be  issuable,
distributable or payable upon any such sale, dissolution, liquidation or winding
up with respect to each share of Common Stock of the Company.  In the event that
the Company  shall at any time prior to the  expiration of this Warrant make any
partial  distribution  of its  assets,  in the nature of a partial  liquidation,
whether  payable in cash or in kind (but  excluding the  distribution  of a cash
dividend  payable  out of earned  surplus and  designated  as such) then in such
event the Exercise Price then in effect shall be reduced, on the payment date of
such  distribution,  in proportion to the  percentage  reduction in the tangible
book value of the shares of the Company's Common Stock (determined in accordance
with  generally  accepted  accounting  principles)  resulting  by reason of such
distribution.

9.  Company  Performance.  The Company will not, by amendment of its Articles of
Incorporation or through reorganization,  consolidation,  merger, dissolution or
sale of assets,  or by any other  voluntary act or deed,  avoid or seek to avoid
the  observance  or  performance  of  any  of  the  covenants,  stipulations  or
conditions to be observed or performed hereunder by the Company, but will at all
times in good faith  assist,  insofar as it is able,  in the carrying out of all
provisions hereof, and in the taking of all other legally available action which
may be necessary in order to protect the rights of the Holder against  dilution,
subject to the terms hereof.  Without  limiting the generality of the foregoing,
the  Company  agrees  that it will not  establish  a par value for shares of its
Common Stock above the Exercise  Price then in effect,  and that,  before taking
any action which would cause an adjustment reducing the Exercise Price hereunder
below the then par value of the shares of Common  Stock,  the Company  will take
any corporate  action which may, in the opinion of its counsel,  be necessary in
order  that  the  Company   may  validly  and  legally   issue  fully  paid  and
nonassessable shares of its Common Stock at the Exercise Price as so adjusted.

10.      Covenants and Representations of the Company.

         (a) All  shares  which may be issued  upon the  exercise  of the rights
         represented by this Warrant will,  upon issuance in accordance with the


<PAGE>

         terms hereof,  be fully paid and nonassessable and free from all taxes,
         liens and charges with respect to the issue  thereof  (other than taxes
         in respect of any transfer occurring contemporaneously with such issue.

         (b)  The  Company  hereby  agrees  that at all  times  there  shall  be
         authorized  and reserved for issuance a sufficient  number of shares of
         Common Stock to provide for the exercise of the rights  represented  by
         this Warrant.

         (c) So long  as any  Common  Stock  of the  Company  is  listed  on the
         American Stock Exchange or any other national securities exchange,  the
         Company  shall use its best  lawful  efforts to list on such  exchange,
         upon official notice of issuance upon the exercise of this Warrant, and
         to maintain  the listing of, all shares of Common Stock  issuable  upon
         the exercise of the Warrant;  and the Company will use its best efforts
         to so list on the American  Stock  Exchange or any such other  national
         securities  exchange,  and  to  maintain  such  listing  of  any  other
         securities  of the Company  which may be acquired upon exercise of this
         Warrant,  if so adjusted or modified pursuant to the terms of paragraph
         7 hereof.

11.      Covenants and Representations of the Holder.

         (a) The Holder of this  Warrant  understands  that neither this Warrant
         nor the underlying shares have been registered under the Securities Act
         of 1933 or any applicable  securities laws of any state.  The Holder of
         this Warrant hereby  represents and warrants that this Warrant is being
         acquired  by  him  solely  with  a  view  to  investment   and  not  to
         distribution or resale.

         (b) This  Warrant or the shares of Common  Stock  issuable  on exercise
         hereof or any other  security  issued or issuable upon exercise of this
         Warrant may not be sold, transferred or otherwise disposed of except to
         a person who, in the opinion of counsel satisfactory to the Company, is
         a person to whom this  Warrant  or such  Warrant  Shares may be legally
         transferred  without  registration  and with the  delivery of a current
         Prospectus  under the Securities  Act of 1933 with respect  thereto and
         then only against receipt of an agreement of such person to comply with
         the provisions of this paragraph 14 with respect to any resale or other
         disposition of such securities.

         (c) Upon the exercise of all or any part of this Warrant, the Holder of
         this Warrant shall  represent and warrant to the Company that Holder is
         acquiring the shares issuable  pursuant to such exercise for investment
         and not with a view to  distribution or resale and, as evidence of such
         representation and warranty, the Holder agrees that Holder will execute
         an investment  letter,  satisfactory to counsel for the Company,  which
         will state, in part, that Holder will not distribute, sell or otherwise
         transfer  such  shares  without  having  obtained an opinion of counsel
         satisfactory to the Company that any such transfer will not violate the


<PAGE>

         Securities  Act of 1933 or any  applicable  state  securities  law. The
         Holder agrees and understands that each certificate  representing  such
         shares of Common Stock or any other  security  issued or issuable  upon
         the exercise of this Warrant not theretofore  distributed to the public
         pursuant to a Registration  Statement will bear the following legend to
         enforce  such  restrictions  unless  counsel  for the Company is of the
         opinion as to any such certificate that such legend is unnecessary:

                  "THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
                  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933 (THE 'ACT') AND
                  ARE  'RESTRICTED  SECURITIES'  AS THAT TERM IS DEFINED IN RULE
                  144 UNDER THE ACT.  THE SHARES  MAY NOT BE  OFFERED  FOR SALE,
                  SOLD OR OTHERWISE  TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
                  REGISTRATION  STATEMENT  UNDER  THE  ACT  OR  PURSUANT  TO  AN
                  EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF
                  WHICH  IS  TO  BE  ESTABLISHED  TO  THE  SATISFACTION  OF  THE
                  COMPANY."

         (d) Upon the  transfer and  assignment  of this Warrant as set forth in
         paragraph 3 hereof,  the new holder of this Warrant shall represent and
         warrant  to the  Company  that he is  acquiring  the  Warrant  (and the
         underlying  shares  issuable  pursuant  to any  exercise  thereof)  for
         investment  and not  with a view to  distribution  or  resale  and,  as
         evidence  of such  representation  and  warranty,  the new holder  will
         execute an investment letter,  satisfactory to counsel for the Company,
         which  will  state,  in  part,  that he will  not  distribute,  sell or
         otherwise  transfer such warrant (or underlying  shares) without having
         satisfied  the  Company  that any such  transfer  will not  violate the
         Securities Act of 1933 or any applicable state securities law. Any such
         new  warrant  issued  will  bear  such  legends  as the  Company  deems
         appropriate to enforce such restrictions.

12. Taxes. The Company shall pay all transfer taxes arising from the issuance to
Holder of this Warrant and the issuance to Holder of shares upon the exercise of
this Warrant.

13.  Notices.  All  notices  relating  to this  Warrant  shall be in writing and
delivered against receipt or sent by registered mail. All notices to the Company
shall be addressed to its principal office in Dallas County,  Texas. All notices
to the Holder of this  Warrant  shall be to his last  known  address as shown on
records of the Company.  Each notice under this Warrant  shall be deemed to have
been effectively  given when mailed by registered mail or when delivered against
receipt to the proper address.

14. Fractional  Shares. No fractional  shares or scrip  representing  fractional
shares  shall be issued upon the exercise of this  Warrant.  With respect to any
fraction of a share called for upon any exercise  hereof,  the Company shall pay
to the Holder an amount in cash equal to such fraction multiplied by the current
market value of such fractional share determined as follows:


<PAGE>

         (a) if the Common Stock is listed on a national  securities exchange or
         admitted to unlisted trading  privileges on such exchange,  the current
         value shall be the last reported sale price of the Common Stock on such
         exchange on the last business day prior to the date of exercise of this
         Warrant or, if no such sale is made on such day,  the  average  closing
         bid and asked prices for such day on such exchange; or

         (b) if the  Common  Stock is not so  listed  or  admitted  to  unlisted
         trading  privileges,  the  current  value shall be the mean of the last
         reported  bid and  asked  prices  reported  by the  National  Quotation
         Bureau, Inc. on the last business day prior to the date of the exercise
         of this Warrant; or

         (c) if the  Common  Stock is not so  listed  or  admitted  to  unlisted
         trading  privileges  and bid and asked prices are not so reported,  the
         current  value  shall  be an  amount  not  less  than  the  book  value
         determined in such reasonable  manner as may be prescribed by the Board
         of Directors of the Company, such determination to be final and binding
         on the Holder.

15. Modification.  The terms and provisions of this Warrant cannot be changed or
modified  in any way  except  by an  instrument  in  writing  and  signed by the
parties.

16.  Benefits  of  Warrant.  This  Warrant  shall inure to the benefit of and be
binding  upon each and any  successor of the Company and the  successors  of the
Holder.

17.  Shareholders'  Rights and  Registration.  Until the valid  exercise of this
Warrant,  the Holder hereof shall not be entitled to any rights of a shareholder
of Common  Stock by  virtue  of this  Warrant;  but  immediately  upon the valid
exercise of this Warrant and upon payment as provided herein,  the Holder hereof
shall be deemed a record holder of the Common Stock.

18.  Violation of Law.  Notwithstanding  any of the  provisions  hereof,  Holder
hereby agrees that he will not exercise this Warrant,  and that the Company will
not be  obligated to issue any shares to the Holder  hereunder,  if the exercise
thereof or the  issuance  of such shares  shall  constitute  a violation  by the
Holder  or  the  Company  of any  provision  of any  law  or  regulation  of any
governmental  authority.  The Company shall in no event be obligated to register
any  securities  pursuant to the  Securities Act of 1933 (as now in effect or as
hereafter amended) or to take any other affirmative action in order to cause the
exercise of the Warrant or the  issuance  of shares  pursuant  thereto to comply
with any law or  regulation  of any  governmental  authority  unless  the Holder
otherwise possesses contractual rights to cause the Company to do so.

19.  Applicable  Law.  This  Warrant  shall  be  governed  by and  construed  in
accordance with the laws of the State of Nevada.



<PAGE>

         Dated: October 20, 2004.

ATTEST:


 /s/ Oscar Smith                                   By /s/ Gene S. Bertcher
- ----------------------                               ---------------------------
Oscar Smith, Secretary                               Gene S. Bertcher, President



<PAGE>


GREENBRIAR CORPORATION.




ADDRESS OF HOLDER:                                   HOLDER:


                                                      /s/ Ken L. Joines
- ---------------------------                          ---------------------------
                                                     Ken L. Joines
- ---------------------------

- ---------------------------
                            (facsimile)
- ---------------------------



<PAGE>

                                SUBSCRIPTION FORM

                                                     Dated: ____________________

            (To be executed and completely filled in upon partial or
                     full exercise of the attached Warrant)

TO:      Greenbriar Corporation

         The  undersigned  registered  Holder of the within Warrant  irrevocably
exercises  the attached  Warrant and for  purchases  ________________  Shares of
Common Stock of Greenbriar Corporation (the "Company") and either (check one):

         o        herewith   makes   payment   therefore   in  the   amount   of
                  $_____________,  all  at  the  price  and  on  the  terms  and
                  conditions specified in the attached Warrant

         o        elects to make a Net  Exercise as defined and on the terms and
                  conditions specified in the attached Warrant.

The  undersigned  registered  Holder of the  attached  Warrant  requests  that a
certificate for the Shares of Common Stock of the Company hereby purchased to be
issued in accordance with the "Instructions for Registration of Stock" below and
delivered  to the person  designated  and, if such Shares of Common Stock do not
include all the Shares of Common  Stock  issuable  as  provided in the  attached
Warrant,  that a new  Warrant  of like  tenor for the number of Shares of Common
Stock of the Company not being purchased  hereunder be issued in the name of the
Holder.



                                              __________________________________
                                              Signature




                     INSTRUCTIONS FOR REGISTRATION OF STOCK

Name____________________________________________________________________________
                  (please typewrite or print in block letters)

Address_________________________________________________________________________

________________________________________________________________________________


Signature_______________________________________________________________________





<PAGE>

                                 ASSIGNMENT FORM


         FOR VALUE RECEIVED,  ____________________________  hereby sell,  assign
and transfer unto:

Name____________________________________________________________________________
         (please typewrite or print in block letters)

Address_________________________________________________________________________

________________________________________________________________________________


the right to purchase the Common Stock represented by Warrant No. _______ issued
by __________________________ to the extent of _________ shares as to which such
right is exercisable and does hereby irrevocably constitute and appoint





attorney  to transfer  the same on the books of the  Company  with full power of
substitution in the premises.



Dated:__________________________           Signature____________________________







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>3
<FILENAME>cabeltel10kex106123104.txt
<DESCRIPTION>WARRANT TO PURCHASE COMMON STOCK
<TEXT>

Exhibit 10.6



                 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE
             SECURITIES ACT OF 1933, AS AMENDED, OR THE BLUE SKY LAW
                 OF ANY STATE. TRANSFER OR SALE OF THIS WARRANT
                   SHALL NOT BE MADE EXCEPT IN ACCORDANCE WITH
                                THE TERMS HEREOF.


           WARRANT TO PURCHASE ONE HUNDRED SEVENTY THOUSAND (170,000)
               SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE,
                            OF GREENBRIAR CORPORATION

         THIS CERTIFIES  THAT for $1,700 and for services  rendered and good and
valuable  consideration  received,  Richard D. Morgan or any  subsequent  holder
(hereinafter  called  the  "Holder"),  is  entitled,  subject  to the  terms and
conditions  hereinafter set forth, to purchase from  Greenbriar  Corporation,  a
Nevada  corporation  (the  "Company"),  all or any  part of One  Thousand  Seven
Hundred Thousand (170,000) fully paid and nonassessable  shares of the Company's
Common  Stock,  $0.01 par value per share (the "Common  Stock"),  at an exercise
price of Three and 58/100 Dollars ($3.58) per share (the "Exercise Price").  The
Company is subject to a special covenant  contained in an Acquisition  Agreement
dated October 12, 2004 (the "Acquisition Agreement") requiring presentation of a
transaction to the Company's stockholders, together with a mandatory exchange of
a series of  Preferred  Stock  for  Common  Stock  (all the  "Transaction").  If
stockholder  approval  of the  Transaction  does not occur,  the  holders of the
series of Preferred Stock have an opportunity  exercisable from October 1, 2005,
until September 30, 2006 to rescind the Transaction (the "Recission").



<PAGE>


i.       Term;  Warrant  Purchase  Price.  Subject  to the terms and  conditions
         hereof, this Warrant shall be exercisable in whole or in part from time
         to time, from 9:00 A.M. local Dallas,  Texas time, on the day following
         the date of the  stockholder  approval of the  Transaction to and until
         3:00  p.m.,  local  Dallas,  Texas  time,  on  October  31,  2009  (the
         "Exercisable  Term");  prior to the date of stockholder approval of the
         Transaction,  this Warrant shall not be exercisable. The Company hereby
         acknowledges  receipt from Holder and its  acceptance  of $1,700 ($0.01
         per share of Common Stock covered hereby) of adequate consideration for
         the issuance of this Warrant to Holder (the "Warrant  Purchase Price"),
         which amount shall be applied  against and in reduction of the Exercise
         Price  per share at the time of first  exercise  of part or all of this
         Warrant.  Notwithstanding  any  other  provision  of this  Warrant,  if
         stockholder approval of the Transaction does not occur prior to October
         1, 2005, and if Recission  does occur,  this Warrant shall on such date
         of Recission become null and void by its terms and all rights of Holder
         to exercise this Warrant shall expire.  If stockholder  approval of the
         Transaction  does  occur,  the  Company  and  Holder  shall  execute an
         acknowledgment  of that fact which shall be attached to this Warrant to
         evidence its continued effectiveness.

ii.      Exercise.  This  Warrant may be exercised by the Holder as to the whole
         at any time, or in part from time to time,  during the Exercisable Term
         hereof set forth in paragraph 1 above (but not as to a fractional share
         of Common Stock): by completing the Subscription  Form, a copy of which
         is attached  hereto and made a part hereof  (which  written  notice and
         subscription  shall [i] state the  election to exercise the Warrant and
         the number of shares in respect to which it is being exercised and [ii]
         be signed by the  person so  exercising  the  Warrant  on behalf of the
         Holder),  and delivering such Subscription Form to the Secretary of the
         Company; by presenting and surrendering this Warrant, duly endorsed, at
         the  principal  executive  office of the  Company in the city and state
         where then located;  by delivery to the Company of an investment letter
         as set forth in paragraph  14(b) hereof and upon payment to the Company
         of the amount of the Exercise  Price for shares so purchased  either by
         (i) delivering to the Company, by check or by wire transfer,  an amount
         equal to the  Exercise  Price per  Share,  multiplied  by the number of
         Shares then being  purchased,  or (ii) by  indicating  in the notice of
         exercise form that the Exercise  Price should be paid by deducting from
         the  number of Shares to be  received  by the  exercising  Holder  that
         number of Shares  which has an  aggregate  Specified  Value (as defined
         herein) on the date of exercise  equal to the aggregate  Exercise Price
         for all Shares  then being  purchased  (a "Net  Exercise").  "Specified
         Value"  per Share at any date  shall be the fair  market  value of such
         Share as  determined  in good  faith by the Board of  Directors  of the
         Company.  Thereupon this Warrant shall be deemed to have been exercised


<PAGE>

         in whole or in part and the Holder  exercising  the same shall become a
         holder of record of shares of Common  Stock  purchased  hereunder,  and
         certificates  for such shares so  purchased  shall be  delivered to the
         purchaser  within a reasonable  time after this Warrant shall have been
         exercised. If this Warrant shall be exercised in respect of only a part
         of the shares of Common  Stock  covered  hereby,  the  Holder  shall be
         entitled to receive a similar  warrant of like tenor and date  covering
         the number of shares in respect  of which this  Warrant  shall not have
         been  exercised.  No fractional  shares of Common Stock shall be issued
         hereunder.

iii.     Transferability.  Subject  to the terms  and  conditions  hereof,  this
         Warrant  may be  assigned  by Holder to any  assignee  with or  without
         consideration;   provided,   however,  that  except  for  transfers  or
         assignments by will or the laws of descent and distribution, no partial
         assignment  of this  Warrant  shall  be made and any  transfer  of this
         Warrant  shall be made only with respect to all of the shares of Common
         Stock  covered  hereby or with respect to which this Warrant shall then
         be  exercisable.  No  assignment  of this Warrant shall be effective as
         against the Company  unless and until the Company and Holder shall have
         received from such assignee an investment letter in form and content as
         set forth in paragraph 14(c) hereof, and in any event,  satisfactory in
         form and content to Company and  Company's  counsel,  the Company shall
         have been notified in writing, in a manner satisfactory to the Company,
         and as set forth in paragraph 16 hereof,  by Holder and assignee of the
         fact of such assignment and the Company shall have prepared and sent to
         assignee  in exchange  hereof,  a new warrant of like tenor and date to
         this  Warrant,  specifying  assignee  as the new  holder  thereof,  the
         Company  shall  have  received  from the Holder or his  assignee  funds
         sufficient  to pay any  applicable  transfer  tax,  and  Holder  and/or
         assignee   shall  have  complied   with  any  such  other   directions,
         instructions  and requests,  if any, as may be reasonably made or given
         by Company in order to satisfy  Company as to the validity and legality
         of such  assignment.  Any such new Warrant issued will bear the same or
         similar  legends  as does  this  Warrant  and  will be  subject  to the
         investment and transfer restrictions stated herein.

iv.      Substitution.  Upon receipt of evidence  satisfactory to the Company of
         the loss, theft,  destruction or mutilation of this Warrant and, in the
         case of any such loss, theft or destruction, upon delivery of a bond of
         indemnity  satisfactory  to the  Company,  or in the  case of any  such
         mutilation, upon surrender or cancellation of this Warrant, the Company
         will issue to the Holder a new warrant of like  tenor,  in lieu of this
         Warrant,  representing  the right to  subscribe  for and  purchase  the
         number of shares which may be subscribed  for and purchased  hereunder.
         Any such new Warrant  executed and delivered shall  constitute only the
         same contractual obligation on the part of the Company as this Warrant.

v.       Company Actions.  The existence of this Warrant shall not affect in any
         way the right or power of the  Company or its  shareholders  to make or
         authorize any or all adjustments, recapitalizations, reorganizations or
         other changes in the Company's  capital  structure or its business,  or
         any  merger or  consolidation  of the  Company,  or any issue of bonds,


<PAGE>

         debentures,  preferred or prior preference stocks ahead of or affecting
         the  Common  Stock  or  the  rights  thereof,  or  the  dissolution  or
         liquidation of the Company,  or any sale or transfer of all or any part
         of its assets or business,  or any other  corporate act or  proceeding,
         whether of a similar character or otherwise.

vi.      Recapitalization.  The shares  with  respect  to which this  Warrant is
         issued are shares of Common Stock as presently  constituted on the date
         of this  Warrant,  but if, and  whenever,  prior to the delivery by the
         Company of any of the shares of the Common  Stock with respect to which
         this  Warrant is issued,  the Company  shall  effect a  subdivision  or
         consolidation of shares or other capital  adjustment,  the payment of a
         stock  dividend,  or other increase or decrease of the number of shares
         of  the  Common  Stock  outstanding,   without  receiving  compensation
         therefor  in  money,  services  or  property,  then in the  event of an
         increase in the number of such shares outstanding, the number of shares
         of Common Stock then remaining  subject to and  purchasable  under this
         Warrant  shall be  proportionately  increased,  and the Exercise  Price
         payable per share shall be  proportionately  reduced (but not below the
         par value $0.01 per share);  and conversely in the event of a reduction
         in the  number  of such  shares  outstanding,  the  number of shares of
         Common  Stock  then  remaining  subject to and  purchasable  under this
         Warrant  shall  be  proportionately  reduced,  and the  Exercise  Price
         payable per share shall be proportionately increased. Any dividend paid
         or  distributed  upon the  Common  Stock  in any  class of stock or any
         securities of the Company  convertible  into or exchangeable for shares
         of Common Stock of the Company  shall be treated as a dividend  paid in
         Common  Stock to the extent  that shares of Common  Stock are  issuable
         upon the conversion or exchange thereof.

vii.     Effect  of  Merger  or  Consolidation.  After a  merger  of one or more
         corporations into the Company,  or after a consolidation of the Company
         and  one or  more  corporations  in  which  the  Company  shall  be the
         surviving corporation,  Holder shall, without any change in, or payment
         in addition to, the Exercise  Price,  be entitled  upon any exercise of
         this   Warrant  to  receive   (subject  to  any   required   action  by
         shareholders)  in lieu of the number of shares as to which this Warrant
         shall then be so  exercisable,  the number and class of shares of stock
         or other securities, or the amount of cash, property or assets to which
         the  Holder  would  have  been  entitled  pursuant  to the terms of the
         agreement  of merger or  consolidation,  if  immediately  prior to such
         merger or  consolidation  the Holder had been the holder of record of a
         number of shares of Common Stock of the Company  equal to the number of
         shares of Common Stock of the Company  covered by the then  unexercised
         portion of this Warrant. In the event of any merger or consolidation to
         which the Company is a party in which the Company is not the  surviving
         corporation:

         1)       the  Company,  prior to  consummation,  shall  take all  steps
                  necessary to assure that all  provisions of this Warrant shall
                  thereafter be  applicable,  as nearly as reasonably may be, to
                  any  securities  or  other  consideration  so  deliverable  on
                  exercise of this Warrant,


<PAGE>

         2)       prior to consummation,  the successor  corporation  shall have
                  assumed the  obligations of this paragraph and this Warrant by
                  written instrument executed and delivered to the Holder at its
                  address on the books of the Corporation, and

         3)       the  Holder  shall be  entitled  to  receive,  upon  notice of
                  exercise,  in lieu of the  number of  shares as to which  this
                  Warrant shall then be so exercisable immediately prior to such
                  merger or  consolidation,  the  number  and class of shares of
                  stock or other securities,  or the amount of cash, property or
                  assets of the surviving  corporation to which the Holder would
                  have been  entitled  pursuant to the terms of the agreement of
                  merger or  consolidation,  if immediately prior to such merger
                  or consolidation the Holder had been the holder of record of a
                  number of shares of Common  Stock of the Company  equal to the
                  number  of  shares  of  Common  Stock   covered  by  the  then
                  unexercised portion of this Warrant.

viii.    Nonadjustment.  Except as herein expressly  provided,  the issue by the
         Company of shares of stock of any class, or securities convertible into
         shares of stock of any  class,  for cash or  property,  or for labor or
         services  either  upon  direct  sale or upon the  exercise  of options,
         rights or warrants to subscribe therefor,  or upon conversion of shares
         or  obligations  of the Company  convertible  into such shares or other
         securities, shall not affect, and no adjustment by reason thereof shall
         be made with  respect to, the number or price of shares of Common Stock
         subject to this Warrant.

ix.      Computation of Adjustment.  Upon the occurrence of each event requiring
         an  adjustment  of  the  Exercise   Price  and  the  number  of  shares
         purchasable  pursuant  to  this  Warrant  in  accordance  with,  and as
         required  by, the terms  hereof,  the Company  shall mail  forthwith to
         Holder a copy of its  computation  of such  adjustment  which  shall be
         conclusive and shall be binding upon Holder unless  contested by Holder
         by written  notice to the Company within ninety (90) days after receipt
         thereof by Holder.

x.       Record Dates, Etc. In case:



<PAGE>

         (i)      the  Company  shall take a record of the holders of its Common
                  Stock for the purpose of entitling  them to receive a dividend
                  payable  otherwise than in cash, or any other  distribution in
                  respect of the Common  Stock  (including  cash),  pursuant to,
                  without limitation, any spin-off, split-off or distribution of
                  the Company's assets; or

         (ii)     of   any    classification,    reclassification    or    other
                  reorganization   of  the   capital   stock  of  the   Company,
                  consolidation  or merger of the Company  with or into  another
                  corporation,  or conveyance of all or substantially all of the
                  assets of the Company; or

         (iii)    of the voluntary or  involuntary  dissolution,  liquidation or
                  winding up of the Company;

and in any such case,  the Company  shall mail to Holder,  at least fifteen (15)
days prior thereto, a notice stating the date or expected date on which a record
is to be taken for the purpose of such dividend,  distribution or rights, or the
date   on   which   such   classification,   reclassification,   reorganization,
consolidation,  merger, conveyance, dissolution, liquidation or winding up is to
take  place,  as the case may be.  Such  notice  shall also  specify the date or
expected  date,  if any is to be fixed,  as of which  holders of Common Stock of
record  shall be entitled  to  participate  in said  dividend,  distribution  or
rights,  or shall be  entitled  to  exchange  their  shares of Common  Stock for
securities   or   other   property   deliverable   upon   such   classification,
reclassification,    reorganization,    consolidation,    merger,    conveyance,
dissolution, liquidation or winding up, as the case may be.

xi.      Liquidation,  Dissolution.  In case the Company shall at any time while
         this  Warrant  or  any  portion  hereof  shall  remain   unexpired  and
         unexercised,  sell all or  substantially  all its property or dissolve,
         liquidate or wind up its  affairs,  the Holder may  thereafter  receive
         upon  exercise  hereof  in lieu of each  share of  Common  Stock of the
         Company which Holder would have been entitled to receive, the same kind
         and  amount  of  any   securities   or  assets  as  may  be   issuable,
         distributable or payable upon any such sale,  dissolution,  liquidation
         or  winding  up with  respect  to each  share  of  Common  Stock of the
         Company.  In the event that the Company  shall at any time prior to the
         expiration of this Warrant make any partial distribution of its assets,
         in the nature of a partial  liquidation,  whether payable in cash or in
         kind (but excluding the  distribution of a cash dividend payable out of
         earned  surplus and designated as such) then in such event the Exercise
         Price then in effect  shall be  reduced,  on the  payment  date of such
         distribution, in proportion to the percentage reduction in the tangible
         book value of the shares of the Company's  Common Stock  (determined in
         accordance with generally accepted accounting  principles) resulting by
         reason of such distribution.



<PAGE>

xii.     Company Performance. The Company will not, by amendment of its Articles
         of  Incorporation  or through  reorganization,  consolidation,  merger,
         dissolution or sale of assets,  or by any other  voluntary act or deed,
         avoid or seek to avoid  the  observance  or  performance  of any of the
         covenants,  stipulations  or  conditions  to be observed  or  performed
         hereunder by the Company,  but will at all times in good faith  assist,
         insofar as it is able,  in the carrying out of all  provisions  hereof,
         and in the taking of all other  legally  available  action which may be
         necessary  in  order  to  protect  the  rights  of the  Holder  against
         dilution,  subject to the terms hereof. Without limiting the generality
         of the  foregoing,  the Company agrees that it will not establish a par
         value for shares of its Common Stock above the  Exercise  Price then in
         effect,  and that,  before  taking  any  action  which  would  cause an
         adjustment  reducing the Exercise  Price  hereunder  below the then par
         value  of the  shares  of  Common  Stock,  the  Company  will  take any
         corporate action which may, in the opinion of its counsel, be necessary
         in order that the Company may validly and legally  issue fully paid and
         nonassessable  shares of its Common Stock at the  Exercise  Price as so
         adjusted.

xiii.    Covenants and Representations of the Company.

         (i)      All shares which may be issued upon the exercise of the rights
                  represented by this Warrant will,  upon issuance in accordance
                  with the terms  hereof,  be fully paid and  nonassessable  and
                  free from all taxes,  liens and  charges  with  respect to the
                  issue  thereof  (other  than taxes in respect of any  transfer
                  occurring contemporaneously with such issue.

         (ii)     The  Company  hereby  agrees  that at all times there shall be
                  authorized  and reserved  for issuance a sufficient  number of
                  shares of Common  Stock to  provide  for the  exercise  of the
                  rights represented by this Warrant.

         (iii)    So long as any  Common  Stock of the  Company is listed on the
                  American  Stock  Exchange  or any  other  national  securities
                  exchange,  the Company  shall use its best  lawful  efforts to
                  list on such exchange,  upon official  notice of issuance upon
                  the exercise of this Warrant,  and to maintain the listing of,
                  all shares of Common Stock  issuable  upon the exercise of the
                  Warrant;  and the Company will use its best efforts to so list
                  on the  American  Stock  Exchange  or any such other  national
                  securities exchange, and to maintain such listing of any other
                  securities  of the Company which may be acquired upon exercise
                  of this  Warrant,  if so adjusted or modified  pursuant to the
                  terms of paragraph 7 hereof.


<PAGE>

xiv.     Covenants and Representations of the Holder.

         (i)      The  Holder of this  Warrant  understands  that  neither  this
                  Warrant nor the underlying  shares have been registered  under
                  the Securities Act of 1933 or any applicable  securities  laws
                  of any state. The Holder of this Warrant hereby represents and
                  warrants  that this  Warrant is being  acquired  by him solely
                  with a view to investment and not to distribution or resale.

         (ii)     This  Warrant  or the  shares  of  Common  Stock  issuable  on
                  exercise  hereof or any other security issued or issuable upon
                  exercise  of this  Warrant  may not be  sold,  transferred  or
                  otherwise  disposed  of except to a person who, in the opinion
                  of counsel  satisfactory  to the Company,  is a person to whom
                  this Warrant or such Warrant Shares may be legally transferred
                  without  registration  and  with  the  delivery  of a  current
                  Prospectus  under  the  Securities  Act of 1933  with  respect
                  thereto and then only against  receipt of an agreement of such
                  person to comply with the provisions of this paragraph 14 with
                  respect to any resale or other disposition of such securities.

         (iii)    Upon  the  exercise  of all or any part of this  Warrant,  the
                  Holder of this  Warrant  shall  represent  and  warrant to the
                  Company that Holder is acquiring the shares issuable  pursuant
                  to  such  exercise  for  investment  and  not  with a view  to
                  distribution or resale and, as evidence of such representation
                  and  warranty,  the Holder  agrees that Holder will execute an
                  investment  letter,  satisfactory  to counsel for the Company,
                  which will state,  in part,  that Holder will not  distribute,
                  sell or otherwise transfer such shares without having obtained
                  an opinion of counsel  satisfactory  to the  Company  that any
                  such transfer will not violate the  Securities  Act of 1933 or
                  any  applicable  state  securities  law. The Holder agrees and
                  understands that each certificate  representing such shares of
                  Common Stock or any other security issued or issuable upon the
                  exercise of this Warrant not  theretofore  distributed  to the
                  public  pursuant  to a  Registration  Statement  will bear the
                  following legend to enforce such  restrictions  unless counsel
                  for the Company is of the  opinion as to any such  certificate
                  that such legend is unnecessary:



<PAGE>

         "THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
         REGISTERED  UNDER THE  SECURITIES  ACT OF 1933 (THE 'ACT') AND
         ARE  'RESTRICTED  SECURITIES'  AS THAT TERM IS DEFINED IN RULE
         144 UNDER THE ACT.  THE SHARES  MAY NOT BE  OFFERED  FOR SALE,
         SOLD OR OTHERWISE  TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
         REGISTRATION  STATEMENT  UNDER  THE  ACT  OR  PURSUANT  TO  AN
         EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF
         WHICH  IS  TO  BE  ESTABLISHED  TO  THE  SATISFACTION  OF  THE
         COMPANY."

         (iv)     Upon the transfer and  assignment of this Warrant as set forth
                  in paragraph 3 hereof,  the new holder of this  Warrant  shall
                  represent  and warrant to the Company that he is acquiring the
                  Warrant (and the underlying  shares  issuable  pursuant to any
                  exercise  thereof)  for  investment  and  not  with a view  to
                  distribution or resale and, as evidence of such representation
                  and  warranty,  the new  holder  will  execute  an  investment
                  letter,  satisfactory  to counsel for the Company,  which will
                  state, in part, that he will not distribute, sell or otherwise
                  transfer such warrant (or  underlying  shares)  without having
                  satisfied  the Company that any such transfer will not violate
                  the Securities Act of 1933 or any applicable  state securities
                  law. Any such new warrant issued will bear such legends as the
                  Company deems appropriate to enforce such restrictions.

xv.      Taxes.  The  Company  shall pay all  transfer  taxes  arising  from the
         issuance to Holder of this Warrant and the issuance to Holder of shares
         upon the exercise of this Warrant.

xvi.     Notices.  All notices  relating to this Warrant shall be in writing and
         delivered  against  receipt or sent by registered  mail. All notices to
         the  Company  shall be  addressed  to its  principal  office  in Dallas
         County,  Texas.  All notices to the Holder of this Warrant  shall be to
         his last known address as shown on records of the Company.  Each notice
         under this Warrant shall be deemed to have been effectively  given when
         mailed by  registered  mail or when  delivered  against  receipt to the
         proper address.


<PAGE>

xvii.    Fractional   Shares.  No  fractional   shares  or  scrip   representing
         fractional  shares shall be issued upon the  exercise of this  Warrant.
         With  respect to any  fraction of a share  called for upon any exercise
         hereof,  the Company shall pay to the Holder an amount in cash equal to
         such fraction multiplied by the current market value of such fractional
         share determined as follows:

         (i)      if  the  Common  Stock  is  listed  on a  national  securities
                  exchange or admitted to unlisted  trading  privileges  on such
                  exchange,  the current  value shall be the last  reported sale
                  price  of the  Common  Stock  on  such  exchange  on the  last
                  business day prior to the date of exercise of this Warrant or,
                  if no such sale is made on such day,  the average  closing bid
                  and asked prices for such day on such exchange; or

         (ii)     if the Common  Stock is not so listed or  admitted to unlisted
                  trading privileges, the current value shall be the mean of the
                  last  reported bid and asked  prices  reported by the National
                  Quotation  Bureau,  Inc. on the last business day prior to the
                  date of the exercise of this Warrant; or

         (iii)    if the Common  Stock is not so listed or  admitted to unlisted
                  trading  privileges  and  bid  and  asked  prices  are  not so
                  reported,  the current  value shall be an amount not less than
                  the book value determined in such reasonable  manner as may be
                  prescribed  by the Board of  Directors  of the  Company,  such
                  determination to be final and binding on the Holder.

xviii.   Modification.  The  terms  and  provisions  of this  Warrant  cannot be
         changed or modified in any way except by an  instrument  in writing and
         signed by the parties.

xix.     Benefits of Warrant.  This Warrant shall inure to the benefit of and be
         binding upon each and any  successor of the Company and the  successors
         of the Holder.

xx.      Shareholders' Rights and Registration. Until the valid exercise of this
         Warrant,  the Holder  hereof  shall not be  entitled to any rights of a
         shareholder of Common Stock by virtue of this Warrant;  but immediately
         upon the valid  exercise of this  Warrant and upon  payment as provided
         herein, the Holder hereof shall be deemed a record holder of the Common
         Stock.

xxi.     Violation of Law.  Notwithstanding any of the provisions hereof, Holder
         hereby  agrees that he will not  exercise  this  Warrant,  and that the
         Company  will  not be  obligated  to issue  any  shares  to the  Holder
         hereunder, if the exercise thereof or the issuance of such shares shall
         constitute a violation by the Holder or the Company of any provision of
         any law or regulation of any governmental authority.  The Company shall
         in no event be  obligated to register  any  securities  pursuant to the
         Securities Act of 1933 (as now in effect or as hereafter amended) or to
         take any other affirmative action in order to cause the exercise of the
         Warrant or the issuance of shares  pursuant  thereto to comply with any
         law or  regulation  of any  governmental  authority  unless  the Holder
         otherwise possesses contractual rights to cause the Company to do so.

xxii.    Applicable  Law.  This  Warrant  shall be governed by and  construed in
         accordance with the laws of the State of Nevada.

















<PAGE>

         Dated:  October 20, 2004.

ATTEST:                                            GREENBRIAR CORPORATION.


/s/ Oscar Smith                                    By  /s/ Gene S. Bertcher
- ---------------------------                          ---------------------------
Oscar Smith, Secretary                               Gene S. Bertcher, President



ADDRESS OF HOLDER:                                   HOLDER:


                                                      /s/ Richard D. Morgan
- ---------------------------                          ---------------------------
                                                     Richard D. Morgan
- ---------------------------

- ---------------------------
                            (facsimile)
- ---------------------------




<PAGE>

                                SUBSCRIPTION FORM

                                                     Dated: ____________________

            (To be executed and completely filled in upon partial or
                     full exercise of the attached Warrant)

TO:      Greenbriar Corporation

         The  undersigned  registered  Holder of the within Warrant  irrevocably
exercises  the attached  Warrant and for  purchases  ________________  Shares of
Common Stock of Greenbriar Corporation (the "Company") and either (check one):

         o        herewith   makes   payment   therefore   in  the   amount   of
                  $_____________,  all  at  the  price  and  on  the  terms  and
                  conditions specified in the attached Warrant

         o        elects to make a Net  Exercise as defined and on the terms and
                  conditions specified in the attached Warrant.

The  undersigned  registered  Holder of the  attached  Warrant  requests  that a
certificate for the Shares of Common Stock of the Company hereby purchased to be
issued in accordance with the "Instructions for Registration of Stock" below and
delivered  to the person  designated  and, if such Shares of Common Stock do not
include all the Shares of Common  Stock  issuable  as  provided in the  attached
Warrant,  that a new  Warrant  of like  tenor for the number of Shares of Common
Stock of the Company not being purchased  hereunder be issued in the name of the
Holder.



                                    z___________________________________________
                                    Signature




                     INSTRUCTIONS FOR REGISTRATION OF STOCK

                     INSTRUCTIONS FOR REGISTRATION OF STOCK

Name____________________________________________________________________________
                  (please typewrite or print in block letters)

Address_________________________________________________________________________

________________________________________________________________________________


Signature_______________________________________________________________________



<PAGE>

                                 ASSIGNMENT FORM


         FOR VALUE RECEIVED,  ____________________________  hereby sell,  assign
and transfer unto:

Name____________________________________________________________________________
         (please typewrite or print in block letters)

Address_________________________________________________________________________

________________________________________________________________________________


the right to purchase the Common Stock represented by Warrant No. _______ issued
by __________________________ to the extent of _________ shares as to which such
right is exercisable and does hereby irrevocably constitute and appoint





attorney  to transfer  the same on the books of the  Company  with full power of
substitution in the premises.



Dated:__________________________           Signature____________________________

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21.0
<SEQUENCE>4
<FILENAME>cabeltel10kex210123104.txt
<DESCRIPTION>SUBSIDIARIES OF THE REGISTRANT
<TEXT>

Exhibit 21.0


                                  SUBSIDIARIES
                                                         State or
Entity Name                                              Country        % Owned
Big Bear Indian Art, LLC                                  Texas           100%
CableTEL AD                                              Bulgaria          75%
  Broadnet AD                                            Bulgaria         100%
  Bulmet EOOD                                            Bulgaria         100%
  CIS AD                                                 Bulgaria          88%
  Globo EOOD                                             Bulgaria         100%
  Globo Lom AD                                           Bulgaria          51%
  Union Cable OOD                                        Bulgaria         100%
  Union Television Velingrad OOD                         Bulgaria         100%
Crown Pointe, Inc.                                      California        100%
Gainesville Outlet Mall, LLC                              Nevada          100%
Gainesville Property, LP                                  Texas           100%
Gainesville Partners, LLC                                 Nevada          100%
Gaywood Oil & Gas, LLC                                    Nevada          100%
Graybrier, Inc.                                       North Carolina      100%
Greenbriar Financial Corporation                          Nevada          100%
Kellway Corporation                                       Texas           100%
King City Retirement Corporation                          Oregon          100%
Real Estate Investors, LLC                                Nevada          100%
Senior Living Management, Inc.                            Nevada          100%
Senior Living Management Payroll Company                  Texas           100%
Senior Property Management, Inc.                          Nevada          100%
Senior Property Management- CP, LLC                       Nevada          100%
Senior Property Management- OP, LLC                       Nevada          100%
Senior Property Management- WT, LLC                       Nevada          100%
SLM-Crown Pointe, Inc.                                    Nevada          100%
SLM-Oak Park, Inc.                                        Nevada          100%
SLM-Wedgwood Terrace, Inc.                                Nevada          100%
Wedgwood Retirement Inns, Inc.                          Washington        100%
Wedgwood Terrace, Inc.                                    Nevada          100%
Windsor Group, LLC                                    South Carolina      100%
Windsor House Greenville, LLC                         South Carolina      100%



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.0
<SEQUENCE>5
<FILENAME>cabeltel10kex230123104.txt
<DESCRIPTION>CONSENT OF FARMER, FUQUA & HUNT, P.C.
<TEXT>

EXHIBIT 23.0


We have issued our opinion dated April 15, 2005  accompanying  the  consolidated
financial  statements  included in the Annual  Report of Cabeltel  International
Corporation,  formerly  Greenbriar  Corporation  on Form 10-K for the year ended
December 31, 2004. We hereby consent to the  incorporation  by reference of said
report in the  Registration  Statements of Cabeltel  International  Corporation,
formerly Greenbriar Corporation on Form S-8 (File No. 33-50868 and 33-33985).

/s/ FARMER, FUQUA & HUFF, P.C.

Plano, Texas
April 15, 2005
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>6
<FILENAME>cabeltel10kex311123104.txt
<DESCRIPTION>SECTION 302 CERTIFICATION OF CEO
<TEXT>

EXHIBIT 31.1

                            CHIEF EXECUTIVE OFFICER'S
                     RULE 13a-14(a)/15d-14(a) CERTIFICATION


         I, Ronald C. Finley, certify that:

         1) I have  reviewed  this  annual  report  on  Form  10-K  of  CabelTel
International Corporation;

         2) Based on my  knowledge,  this  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

         3) Based on my knowledge, the financial statements, and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

         4) The registrant's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13-15(e) and 15d-15e) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the
registrant and have:

                  (a)  Designed  such  disclosure  controls and  procedures,  or
         caused such disclosure controls and procedures to be designed under our
         supervision,  to  ensure  that  material  information  relating  to the
         registrant,  including its consolidated subsidiaries,  is made known to
         us by others within those entities,  particularly  during the period in
         which this annual report is being prepared;

                  (b) Designed such internal  control over financial  reporting,
         or caused such internal control over financial reporting to be designed
         under our supervision,  to provide reasonable  assurance  regarding the
         reliability  of financial  reporting and the  preparation  of financial
         statements for external purposes in accordance with generally  accepted
         accounting principals;

                  (c) Evaluated the effectiveness of the registrant's disclosure
         controls and  procedures  and presented in this report our  conclusions
         about the effectiveness of the controls and procedures as of the end of
         the period covered by this report based on such evaluation; and

                  (d)  Disclosed  in this report any change in the  registrant's
         internal  control over  financial  reporting  that occurred  during the
         registrant's  most recent fiscal quarter that has materially  affected,
         or is reasonably likely to materially affect, the registrant's internal
         control over financial reporting.

         5) The registrant's  other certifying  officer(s) and I have disclosed,
based  on  our  most  recent  evaluation  of  internal  control  over  financial
reporting,  to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):

                  (a) All significant  deficiencies  and material  weaknesses in
         the design or operation of internal  control over  financial  reporting
         which  are  reasonably  likely to  adversely  affect  the  registrant's
         ability to record, process, summarize and report financial information;
         and

                  (b)  Any  fraud,  whether  or  not  material,   that  involves
         management  or  other  employees  who  have a  significant  role in the
         registrant's internal controls.

         Dated: April 14, 2005.

                                        /s/ Ronald C. Finley
                                       -----------------------------------------
                                       Ronald C. Finley, Chief Executive Officer




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>7
<FILENAME>cabeltel10kex312123104.txt
<DESCRIPTION>SECTION 302 CERTIFICATION OF CFO
<TEXT>

EXHIBIT 31.2

                            CHIEF FINANCIAL OFFICER'S
                     RULE 13a-14(a)/15d-14(a) CERTIFICATION


         I, Gene S. Bertcher, certify that:

         1. I have  reviewed  this  annual  report  on  Form  10-K  of  CabelTel
International Corporation;

         2) Based on my  knowledge,  this  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

         3) Based on my knowledge, the financial statements, and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

         4) The registrant's  other certifying  officer(s) and I are responsible
for establishing and maintaining  disclosure controls and procedures (as defined
in Exchange Act Rules 13-15(e) and 15d-15e) and internal  control over financial
reporting  (as defined in Exchange Act Rules  13a-15(f)  and  15d-15(f)  for the
registrant and have:

                  (a)  Designed  such  disclosure  controls and  procedures,  or
         caused such disclosure controls and procedures to be designed under our
         supervision,  to  ensure  that  material  information  relating  to the
         registrant,  including its consolidated subsidiaries,  is made known to
         us by others within those entities,  particularly  during the period in
         which this annual report is being prepared;

                  (b) Designed such internal  control over financial  reporting,
         or caused such internal control over financial reporting to be designed
         under our supervision,  to provide reasonable  assurance  regarding the
         reliability  of financial  reporting and the  preparation  of financial
         statements for external purposes in accordance with generally  accepted
         accounting principals;

                  (c) Evaluated the effectiveness of the registrant's disclosure
         controls and  procedures  and presented in this report our  conclusions
         about the effectiveness of the controls and procedures as of the end of
         the period covered by this report based on such evaluation; and

                  (d)  Disclosed  in this report any change in the  registrant's
         internal  control over  financial  reporting  that occurred  during the
         registrant's  most recent fiscal quarter that has materially  affected,
         or is reasonably likely to materially affect, the registrant's internal
         control over financial reporting.

         5) The registrant's  other certifying  officer(s) and I have disclosed,
based  on  our  most  recent  evaluation  of  internal  control  over  financial
reporting,  to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):

                  (a) All significant  deficiencies  and material  weaknesses in
         the design or operation of internal  control over  financial  reporting
         which  are  reasonably  likely to  adversely  affect  the  registrant's
         ability to record, process, summarize and report financial information;
         and

                  (b)  Any  fraud,  whether  or  not  material,   that  involves
         management  or  other  employees  who  have a  significant  role in the
         registrant's internal controls.

         Dated: April 14, 2005.

                                                  /s/ Gene S. Bertcher
                                                 -------------------------------
                                                 Gene S. Bertcher, President and
                                                 Chief Financial Officer




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>8
<FILENAME>cabeltel10kex32123104.txt
<DESCRIPTION>SECTION 906 CERTIFICATION OF CEO & CFO
<TEXT>

Exhibit 32

                      OFFICERS' SECTION 1350 CERTIFICATIONS

         The  undersigned  officers of  CabelTel  International  Corporation,  a
Nevada  corporation  (the  "Company"),  hereby  certifies that (i) the Company's
Annual Report on Form 10-K for the year ended  December 31, 2004 fully  complies
with the  requirements of Section 13(a) of the Securities  Exchange Act of 1934,
and (ii) the information  contained in the Company's  Annual Report on Form 10-K
for the year ended December 31, 2004 fairly presents,  in all material respects,
the financial condition and results of operations of the Company, at and for the
periods indicated.

         Dated: April 14, 2005.

                                        /s/ Ronald C. Finley
                                       -----------------------------------------
                                       Ronald C. Finley, Chief Executive Officer



                                        /s/ Gene S. Bertcher
                                       -----------------------------------------
                                       Gene S. Bertcher, President and
                                       Chief Financial Officer












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