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<SEC-DOCUMENT>0001010549-06-000428.txt : 20060629
<SEC-HEADER>0001010549-06-000428.hdr.sgml : 20060629
<ACCEPTANCE-DATETIME>20060629161219
ACCESSION NUMBER:		0001010549-06-000428
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20060601
ITEM INFORMATION:		Termination of a Material Definitive Agreement
ITEM INFORMATION:		Completion of Acquisition or Disposition of Assets
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060629
DATE AS OF CHANGE:		20060629

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-08187
		FILM NUMBER:		06933940

	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>8-K
<SEQUENCE>1
<FILENAME>cabel8k060106.txt
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

         Pursuant to Section 13 or 15(d) of the Securities Exchange Act


         Date of Report (Date of earliest event reported): June 1, 2006



                       CABELTEL INTERNATIONAL CORPORATION

             (Exact Name of Registrant as Specified in its Charter)

           Nevada                       000-08187                75-2399477
- --------------------------------------------------------------------------------
       (State or other                 (Commission            (I.R.S. Employer
jurisdiction of incorporation)           File No.)           Identification No.)


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

Registrant's telephone number, including area code         972-407-8400



         Check the  appropriate  box below if the Form 8-K filing is intended to
simultaneously  satisfy the filing obligation of the Registrant under any of the
following provisions:

|_|      Written  communications  pursuant to Rule 425 under the  Securities Act
         (17 CFR 230.425)
|_|      Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)
|_|      Pre-commencement  communications  pursuant to Rule  14d-2(b)  under the
         Exchange Act (17 CFR 240.14d-2(b))
|_|      Pre-commencement  communications  pursuant to Rule  13e-4(c)  under the
         Exchange Act (17 CFR 240.13e-4(c))




<PAGE>

Item 1.02. Termination of a Material Definitive Agreement

         (a) On June 27, 2006, CabelTel International Corporation (the "Company"
or "GBR" or the "Registrant") executed a Rescission Agreement dated June 1, 2006
with  four  individuals,  Ronald  C.  Finley  (Chairman  of the  Board and Chief
Executive Officer of the Company),  Jeffrey A. Finley,  Bradford A. Phillips and
Gene E. Phillips,  joined by Envicon  Development  Corp.,  a Nevada  corporation
("Envicon"),  Syntek West, Inc., a Nevada  corporation  ("SWI"),  CIC Investment
LLC, a Nevada limited liability company ("CICLLC"),  and PS II Management LLC, a
Texas  limited  liability  company  ("PSIIMLLC").  Pursuant  to such  Rescission
Agreement,  a transaction  originally occurring October 12, 2004, pursuant to an
Acquisition  Agreement dated October 12, 2004 among the parties was rescinded in
its  entirety  ab  initio,  and  each  party  returned  as  appropriate  to  the
originating party the respective securities held prior to October 12, 2004. As a
part of the Rescission Agreement, GBR returned to the four individuals the stock
of two privately-held  corporations,  Finley Equities, Inc., a Texas corporation
("FEINC"),  and American Realty Management,  Inc., a Nevada corporation ("ARM"),
and the  individuals  along with CICLLC and  PSIIMLLC,  transferred  back to GBR
31,500 shares of GBR's Series J 2% Cumulative Preferred Stock, liquidation value
$1,000 per share. The effect of such Rescission  Agreement was for GBR to divest
itself of any indirect ownership of a Netherlands company, Tacaruna BV, which in
turn  directly  and  indirectly  owned  74.8% of CableTEL  AD  (formerly,  Cable
Bulgaria AD), which does business as "CableTEL."

         In addition, pursuant to the Rescission Agreement:

         (a)      GBR is to cancel the 31,500  shares of Series J 2%  Cumulative
         Preferred Stock received.

         (b)      EDC Global CN Corp.,  a Nevada  corporation  owned by Envicon,
         and ARM assumed from GBR all indebtedness incurred by GBR since October
         1, 2004 in connection with or related to advances by GBR to CableTEL AD
         or Tacaruna BV to fund the operation of CableTEL AD.

         (c)      Ronald C. Finley resigned as a director effective June 1, 2006
         of GBR and as Chairman of the Board and Chief Executive Officer of GBR,
         as well as any of its subsidiaries.

         (d)      GBR  covenanted  that  subject  to  its  compliance  with  all
         applicable  American Stock Exchange,  Inc. rules and federal securities
         laws,  it would in the  future  change its name to a name that does not
         include the word "cable" or "cabel."

         (e)      SWI on behalf of the  individuals  caused a payment to be made
         to GBR of a "break-up fee" in the aggregate amount of $1,500,000.

         (f)      Envicon  assumed  control  and  responsibility  of any and all
         litigation  involving GBR or in which GBR is named as a party involving
         GBR's relationship with the parties to the Rescission  Agreement and/or
         CableTEL AD.



                                      -1-
<PAGE>

         The original  Acquisition  Agreement,  as amended, had provided that in
the event the  stockholders  of GBR did not approve by the  requisite  number of
votes either the transaction covered by the original Acquisition  Agreement or a
contemplated  mandatory  exchange  of shares of Common  Stock for the  shares of
Series J 2% Cumulative  Preferred Stock described in the Acquisition  Agreement,
that the holders of the Series J 2%  Cumulative  Preferred  Stock would have the
option, at any time after June 30, 2006 until June 30, 2007 (i.e., a put option)
to either  (i)  rescind  in full and  revoke  the  transactions  covered  by the
Acquisition  Agreement by returning  all 31,500 shares of Series J 2% Cumulative
Preferred  Stock to GBR in  exchange  for the  equity  securities  of any entity
owning  Tacaruna BV or CableTEL AD, or (ii) deliver to GBR all 31,500  shares of
Series J 2% Cumulative  Preferred Stock and receive in exchange  therefor all of
the ordinary shares or other  securities of Tacaruna BV outstanding and owned by
GBR such that the  holders  would  become the  owners and  holders of all of the
issued and outstanding  securities of Tacaruna BV which in turn continued to own
directly and  indirectly  74.8% of CableTEL  AD. The effect of the  transactions
under the Rescission  Agreement is to void or render  incapable of  satisfaction
the  potential  rescission  contemplated  by the  Acquisition  Agreement  as the
parties have entered into an alternate arrangement under which GBR receives back
all of the Series J 2% Cumulative  Preferred Stock for cancellation,  receives a
payment to cover  certain  costs and expenses  incurred,  as well as  additional
sums,  and is  relieved of any  indebtedness  burden to fund the  operations  of
CableTEL AD. The original  transaction,  if it had ultimately  been  consummated
through  the  mandatory  exchange  of  shares of  Common  Stock for  Series J 2%
Cumulative Preferred Stock would have resulted in the existing holders of Common
Stock of GBR  holding  the  equivalent  of 10% plus  interest in GBR which would
continue to be subject to significant  funding  requirements to support CableTEL
AD.

Item 2.01. Completion of Acquisition or Disposition of Assets

         (a)-(e). See Item 1.02 "Termination of a Material Definitive Agreement"
for a brief  description  of the assets  involved  in the  Rescission  Agreement
executed  June 27,  2006,  dated  June 1, 2006  which is the  effective  date of
completion of the  transaction,  as well as the identity of the persons involved
and the nature and amount of consideration given or received.

Item 5.02. Departure of Directors or Principal Officers;  Election of Directors;
Appointment of Principal Officers

         (a) and (b).  On June  27,  2006,  in  connection  with the  Rescission
Agreement  described  under  Item 1.02  "Termination  of a  Material  Definitive
Agreement,"  Ronald C.  Finley  tendered  his  resignation  as a director of the
Company and as Chairman of the Board and Chief Executive Officer of the Company.
At the time of such resignation,  no disagreement existed between the Registrant
and Ronald C.  Finley on any matter  relating  to the  Registrant's  operations,
policies  or  practices.  Mr.  Finley  is also  Chairman  of the Board and Chief
Executive Officer of CableTEL AD, an entity which was indirectly divested by GBR
pursuant to the Rescission  Agreement.  Mr. Finley's  resignation as a director,
Chairman  of the Board and Chief  Executive  Officer  does not  affect any other
officers  or  directors  of the  Registrant,  and  the  Registrant  has  not yet
appointed any replacement.



                                      -2-
<PAGE>

Item 9.01. Financial Statements and Exhibits

         (c)      Exhibits.

         The following exhibits are filed with this Report:


  Exhibit
Designation                        Description of Exhibit

   10.2*          Rescission  Agreement  dated  June  1,  2006,  among  CabelTel
                  International  Corporation,   Ronald  C.  Finley,  Jeffrey  A.
                  Finley,  Bradford A.  Phillips,  Gene E.  Phillips,  joined by
                  Envicon  Development Corp.,  Syntek West, Inc., CIC Investment
                  LLC and PS II Management LLC

   99.2*          Press Release dated June 27, 2006.
- ---------------------
*Furnished herewith.















                                      -3-
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the Registrant has  duly-caused  this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly-authorized.

         Dated: June 28, 2006           CABELTEL INTERNATIONAL CORPORATION
                                        (formerly Greenbriar Corporation)


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




















                                      -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>2
<FILENAME>cabel8kex102060106.txt
<DESCRIPTION>RESCISSION AGREEMENT DATED JUNE 1, 2006
<TEXT>

                                                                    EXHIBIT 10.2



                              RESCISSION AGREEMENT


         THIS RECISSION  AGREEMENT (the "Agreement") is made and entered into on
June 1, 2006, but effective as of October 1, 2004, among CABELTEL  INTERNATIONAL
CORPORATION  (formerly Greenbriar  Corporation),  a Nevada corporation ("GBR" or
the "Company"), RONALD C. FINLEY, an individual ("R.Finley"), JEFFREY A. FINLEY,
an individual ("J.Finley"),  BRADFORD A. PHILLIPS, an individual  ("B.Phillips")
and GENE E. PHILLIPS,  an individual  ("G.Phillips," all of R.Finley,  J.Finley,
B.Phillips and G.Phillips are sometimes  collectively  referred to herein as the
"Individuals"),  joined  by  ENVICON  DEVELOPMENT  CORP.,  a Nevada  corporation
("Envicon"),  SYNTEK WEST, INC., a Nevada  corporation  ("SWI"),  CIC INVESTMENT
LLC, a Nevada limited liability company ("CICILLC"), and PS II MANAGEMENT LLC, a
Texas limited  liability  company  ("PSIIMLLC," each of CICILLC and PSIIMLLC are
sometimes  referred to herein as the  "Transferees,"  and all of the signatories
hereto are collectively called the "Parties.")

                              W I T N E S S E T H :

         WHEREAS,  prior to October 12, 2004,  R.Finley  and  J.Finley  were the
collective  owners of 100 shares of Common Stock,  par value $1.00 per share, of
Finley  Equities,  Inc., a Texas  corporation,  converted  from a Texas  limited
liability company, organized by Articles of Organization filed June 9, 2004 with
the Secretary of State of Texas ("FEINC");

         WHEREAS,  prior to October 12, 2004, B.Phillips and G.Phillips were the
collective  owners and holders of 1,000 shares of Common Stock,  par value $0.01
per share, of American Realty Management,  Inc., a Nevada  corporation  ("ARM"),
which was incorporated by Articles of Incorporation  filed with the Secretary of
State of Nevada on May 2, 2002;

         WHEREAS,  FEINC and ARM owned prior to October 12, 2004, and at present
owns, an undivided  one-half (1/2) of the equity interest in Tacaruna  Holdings,
BV, a Netherlands company  ("Tacaruna"),  same consisting of 200 ordinary shares
having a value of (euro)100  per share,  of which 100 ordinary  shares are owned
and held by  FEINC,  and 100  ordinary  shares  are  owned  and held by ARM (all
collectively, the "TBV Stock");

         WHEREAS,  prior to October 12, 2004,  Tacaruna  owned,  and at present,
Tacaruna is the owner and holder of (among other assets) 36,762  ordinary shares
(approximately  30%) having a value of (euro)1.00 per share (the "CBC Stock") of
CableTEL AD, formerly known as Cable Bulgaria AD, a company  incorporated in the
Republic of Bulgaria ("CableTEL AD"), which is engaged in the telecommunications
and information services industry, and Tacaruna, through its ownership of equity
interests in one other entity  indirectly  owns an additional  44.8% of CableTEL
AD;

         WHEREAS,  for practical  purposes,  GBR indirectly owns and/or controls
74.8% of CableTEL AD, and the net balance of 25.2% of CableTEL AD is  controlled
by Envicon, which owns 36% of another entity which, in turn owns 70% of CableTEL
AD;



                                      -1-
<PAGE>

         WHEREAS,  pursuant to an Acquisition  Agreement  dated October 12, 2004
among GBR,  R.Finley,  J.Finley,  B.Phillips  and G.Phillips  (the  "Acquisition
Agreement"), GBR issued to the four individuals an aggregate of 31,500 shares of
Series J 2% Cumulative  Preferred Stock having a liquidation value of $1,000 per
share (the "Preferred  Stock") in exchange for all of the issued and outstanding
equity  interests  of FEINC  and ARM,  all to the end that GBR  became  the sole
stockholder  of  FEINC  and ARM,  which  in turn  owned  all of the  issued  and
outstanding  ordinary  shares of  Tacaruna,  which in turn  owned  directly  and
indirectly 74.8% of CableTEL AD, and the four  individuals  received in exchange
therefor all 31,500 shares of the Preferred Stock of GBR (all  collectively  the
"Exchange Transaction");

         WHEREAS,  on February 15, 2005,  B.Phillips sold and transferred  1,575
shares of the  Preferred  Stock  (while  retaining  another  1,575 shares of the
Preferred Stock) to PSIIMLLC, a Texas limited liability company owned by a trust
for the benefit of the children of B.Phillips;

         WHEREAS, on February 16, 2005, G.Phillips contributed all 12,600 shares
of the  Preferred  Stock  held by him to  CICILLC,  a Nevada  limited  liability
company, of which G.Phillips is the sole member;

         WHEREAS,  on July 29, 2005, the Parties entered into Amendment No. 1 to
the  Acquisition   Agreement   ("Amendment  No.  1"),  which  extended   certain
performance dates;

         WHEREAS,  GBR and the other Parties to this Agreement have reviewed the
significant capital and financial  requirements involving the ultimate ownership
and support of a direct and  indirect  interest in CableTEL  AD, its  continuing
growth  requirements,  and  additional  time and expense of  operating a growing
business in Bulgaria in the midst of a consolidating  communications industry in
Eastern  Europe,   including   negotiations   and  discussions   concerning  the
acquisition  of up to ten other cable  networks  within  Bulgaria to consolidate
with or into  CableTEL  AD which  requires  significant  capital  and  financing
sources;

         WHEREAS,  GBR has been involved in discussions  with various sources of
financing  for the future  growth and current  operations  costs of CableTEL AD,
including  with other  potential  parties  which have  expressed  an interest in
acquiring  either the assets of CableTEL AD or a significant  equity interest in
the  cable  operations  of  CableTEL  AD,  which  has  resulted  in GBR  and the
Individuals' reviewing the original transaction,  the going forward requirements
under the Acquisition Agreement, and tax and financial benefits or detriments to
GBR  and  the  Individuals  collectively,   all  concluding  that  the  Exchange
Transaction should be rescinded and reversed by delivery to the Individuals from
GBR of the entire  equity  interest of FEINC to R.Finley  and  J.Finley in their
original proportions, and re-delivery to B.Phillips and G.Phillips of the entire
equity  interest  of ARM in their  original  proportions,  in  exchange  for the
re-delivery by all of the Individuals or their  Transferees  (including  CICILLC
and  PSIIMLLC)  of  all of the  issued  and  outstanding  31,500  shares  of the
Preferred Stock for  cancellation  or future issuance in GBR's sole  discretion,
together with reimbursement to GBR of certain additional expenses incurred since
October 12, 2004, and delivery of a sum of money to GBR for the additional costs
and  expenses it suffered  during the period of indirect  ownership,  all as set
forth below on such rescission to GBR;



                                      -2-
<PAGE>

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

2. Adoption of Recitals.  The Parties hereto do hereby adopt, ratify and confirm
the foregoing recitals in the same manner as if fully recopied herein.

3. Termination and Rescission of Original  Transaction;  Transfer and Assignment
of Securities. Upon the terms and subject to the conditions herein, and upon the
performance of the Parties hereto of their respective obligations hereunder, GBR
and  the  Individuals,   joined  by  the  Transferees,  hereby  agree  that  the
transaction  covered  by  the  Acquisition  Agreement  shall  be and  hereby  is
rescinded in its entirety ab initio, pursuant to which each Party will return as
appropriate to the  originating  Party the respective  securities  held prior to
October 12, 2004, and to effectuate such rescission:

         (a) GBR hereby assigns, transfers and conveys all of GBR's right, title
         and interest in and to the following securities,  free and clear of any
         liens, claims or encumbrances, by execution and delivery of appropriate
         assignments  and/or  stock  powers with  respect to such  interests  as
         follows:

                  (i) to R.Finley  and  J.Finley,  all shares of stock,  whether
                  Common or Preferred,  of FEINC in the  proportion of 90 shares
                  to R.Finley  and 10 shares to J.Finley of the Common  Stock of
                  FEINC,  same to constitute all (i.e.,  100%) of the issued and
                  outstanding Common Stock and voting securities of FEINC, and

                  (ii) to  B.Phillips  and  G.Phillips,  all  shares  of  stock,
                  whether  Common or Preferred,  of ARM in the proportion of 200
                  shares to B.Phillips  and 800 shares  G.Phillips of the Common
                  Stock  of ARM,  same to  constitute  all  (i.e.,  100%) of the
                  issued and outstanding  Common Stock and voting  securities of
                  ARM.

         Each of the  Individuals  hereby agrees to be bound by all of the terms
         of the respective  shares of stock received by each of the  Individuals
         pursuant  to  this  Agreement  in the  same  manner  as if  each of the
         Individuals  had continued to be the owner and holder of the respective
         shares of Common Stock in FEINC and/or ARM, as the case may be, without
         any prior conveyance to GBR.

         (b) Correspondingly, each of the Individuals and the Transferees hereby
         assign,  transfer and convey unto GBR all of the  Individuals'  and the
         Transferees'  respective right, title and interest in and to any shares
         of  the  Preferred  Stock  held  by  any  of  the  Individuals  or  the
         Transferees at any time from the date of the  Acquisition  Agreement to
         the date of this Agreement, which shall constitute in the aggregate the
         reconveyance  to GBR of 31,500  shares of  Preferred  Stock of GBR.  As
         further  consideration  for the transaction  covered hereby,  GBR shall
         cancel the 31,500  shares of GBR  Preferred  Stock upon its  receipt of



                                      -3-
<PAGE>

         certificates  therefor  pursuant to this  Agreement.  (c) EDC Global CN
         Corp., a Nevada  corporation  (which is owned by Envicon) and ARM, have
         assumed, by separate assumption agreement, all indebtedness incurred by
         GBR since October 1, 2004,  incurred in  connection  with or related to
         advances by GBR to CableTEL  AD or  Tacaruna to fund the  operation  of
         CableTEL AD, and GBR has been  relieved of all debt related to CableTEL
         AD.

         (d) R.Finley,  prior to or contemporaneously with the execution of this
         Agreement has resigned as an officer and director of GBR and all of its
         subsidiaries.

         (e) GBR will,  as soon as  reasonably  practicable,  and subject to its
         compliance with all applicable  American Stock Exchange,  Inc. ("AMEX")
         and federal  securities laws,  change its name to a name which does not
         include the word "Cable" or "Cabel."

4. Payment and Delivery.  In addition to the exchange of securities described in
paragraph  2 above,  SWI (on  behalf  of the  Individuals  and the  Transferees,
collectively) shall make payment to GBR of a "break-up fee" in a form acceptable
to GBR of the aggregate sum of $1,500,000 representing a reimbursement to GBR of
additional  costs and  expenses  incurred and paid by GBR during the period from
October 12, 2004 through the date of this Agreement which GBR would not have had
to expend but for some involvement with CableTEL AD and representing  additional
consideration for GBR's entry into this Agreement.

5.  Responsibility  for Litigation.  GBR is currently a named defendant in Cause
No. 05-12021 styled Cable Partners Bulgaria,  LLC and Cable Partners Europe, LLC
v. CabelTel International Corporation f/k/a Greenbriar Corporation,  et al. (the
"CP  Proceeding"),  and may in the  future  become a party to other  proceedings
involving GBR's  relationship with the Parties to this Agreement and/or CableTEL
AD (the  "Other  Proceedings").  Notwithstanding  any  other  provision  of this
Agreement,  Envicon  by  separate  instrument  shall  assume  control  of and be
responsible for the CP Proceeding and all Other  Proceedings with respect to GBR
and shall become  obligated  for all costs and  expenses  related  thereto,  and
Envicon shall indemnify, defend and save and hold GBR harmless from and against,
for and in respect of any and all  "Losses"  (as  defined  below)  which GBR may
sustain  based  upon,  arising  out of or  otherwise  in  respect  of (i) the CP
Proceeding,  or (ii) the Other Proceedings,  and/or (iii) GBR's affiliation with
CableTEL AD prior to the date of this  Agreement  or any of the  parties  hereto
with respect to the matters described in the recitals to this Agreement. For the
purposes hereof,  the terms "Loss" and/or "Losses" shall mean and be any and all
losses,  liabilities,  damages,  deficiencies,  costs  or  expenses,  penalties,
interest,  reasonable attorneys' and accountants' fees and disbursements and any
punitive,  consequential  or  exemplary  damages or any  similar  damages to GBR
resulting from or as a result of subpart (i), (ii) or (iii) above.



                                      -4-
<PAGE>

6.   Effective   Date  of   Transaction   for  Tax  and   Accounting   Purposes.
Notwithstanding  the actual date of execution of this Agreement or any stated or
deemed  effective  date,  the date of actual  transfer of the securities or cash
under this  Agreement,  the  Parties  hereby  agree that for tax and  accounting
purposes, the transaction covered by this Agreement is a rescission and shall be
deemed to be effective as of the original date of the Acquisition  Agreement and
the Effective Date stated therein which was October 1, 2004.

7. No Admission.  Nothing  contained in this Agreement  shall be deemed to be or
construed as an admission of liability by any of the Parties hereto with respect
to any claims of any kind or nature or the subject  matter of this  Agreement or
otherwise,  all of which are disputed. Each of the undersigned hereby represents
and  warrants to the other that each  signatory  hereto has not  transferred  or
assigned any claims or causes of action or any part thereof, if any, against any
other Party, whether or not previously asserted.

8.  Representations and Warranties of GBR. GBR hereby represents and warrants to
the   Individuals   and  agrees  with  the   Individuals   that  the   following
representations  and warranties are true, complete and correct as of the date of
this Agreement and shall survive the date of this Agreement as provided herein:

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

         (b) Authority  Relative to this Agreement.  GBR has the requisite power
         and authority to enter into,  execute and deliver this Agreement and to
         consummate and perform all of the transactions contemplated hereby. The
         execution  and delivery of this  Agreement by GBR and the  consummation
         and  performance of the  transaction as  contemplated  hereby have been
         duly  and  validly  authorized  by all  necessary  corporate  or  other
         proceedings,  and this  Agreement  constitutes  the valid  and  legally
         binding obligation of GBR enforceable in accordance with its terms. The
         execution, delivery,  consummation and performance of this Agreement by
         GBR will not conflict  with,  result in the breach of or a violation of
         any term or provision of, or constitute a default  under,  the Articles
         of  Incorporation,  as amended,  or Bylaws of GBR, nor  conflict  with,
         result in any breach or violation of any material  term or provision of
         or  constitute  a  material  default  under,  any  statute,  indenture,
         mortgage,   deed  of  trust,  note  agreement  or  other  agreement  or
         instrument to which GBR is a party or by which it is bound.

9. Representations and Warranties of the Individuals and the Transferees.

         (a)  Organization.  Each  of the  Transferees  is a  limited  liability
         company duly-organized, validly existing and in good standing under the
         laws of the State of Nevada.  Each of the Transferees has the requisite



                                      -5-
<PAGE>

         power and authority to make the transfers and  commitments set forth in
         this Agreement. This Agreement is a valid and binding obligation of the
         Transferees and the Individuals in accordance with its terms,  and each
         of the  Individuals  and  Transferees  has the full power and authority
         (corporate  and/or  otherwise)  to perform its  obligations  under this
         Agreement.

         (b) Authority  Relative to this Agreement.  Each of the Individuals and
         the  Transferees  has the requisite  power and authority to enter into,
         execute and deliver this Agreement and to consummate and perform all of
         the  transactions  contemplated  hereby.  The execution and delivery of
         this  Agreement  by  the   Individuals  and  the  Transferees  and  the
         consummation and performance of the transactions as contemplated hereby
         have been duly and validly  authorized by all necessary  proceedings of
         any governing  body or person  required to consent,  and this Agreement
         constitutes  the valid and legally  binding  obligation  of each of the
         Individuals  and the  Transferees  enforceable  in accordance  with its
         terms.  The execution,  delivery,  consummation and performance of this
         Agreement  by each of the  Individuals  and the  Transferees  will  not
         conflict  with,  result in the  breach of or  violation  of any term or
         provision of, or constitute  any default under any governing  documents
         of the Transferees nor conflict with, result in any breach or violation
         of any material term or provision of or  constitute a material  default
         under, any statute, indenture,  mortgage, deed of trust, note agreement
         or instrument to which any of the  Individuals or the  Transferees is a
         party, or by which any of the Individuals or the Transferees is bound.

10. Survival of Representations,  Warranties and Covenants. All representations,
warranties, covenants and agreements of GBR, the Individuals and the Transferees
hereunder shall,  except as otherwise expressly stated in such item, survive the
date of this  Agreement  until  the  applicable  expiration  of the  statute  of
limitations and all certificates and other documents  delivered  hereunder or to
be  delivered  from one Party to any  other  Party are true or will be true when
delivered  and will  survive  the date of this  Agreement  until the  applicable
expiration of the statute of limitations except as otherwise expressly stated in
such item or are waived in writing.  Each of the Parties  hereto hereby agree to
indemnify, save and hold the other Parties harmless from and against any and all
loss, claim,  expense,  demand, damage or liability arising from or related to a
breach  of any one or more of the  representations,  warranties,  covenants  and
agreements set forth in this Agreement.

11. Certain  Covenants.  Each of the Parties  hereby  covenant to the others and
agree with the others as follows:

         (a) Access to  Information  and Records.  On and after the date of this
         Agreement,  each of the Parties  hereto shall give to the other Parties
         hereto, their respective counsel, accountants and other representatives
         reasonable access,  during normal business hours,  without unreasonably
         interfering  with the  respective  business  operations of each, to all
         information,  books and records of or relating to matters involving the
         Acquisition  Agreement,  CableTEL  AD,  or any of  the  other  entities



                                      -6-
<PAGE>

         mentioned in this Agreement,  and to make copies  therefrom or extracts
         therefrom  and will furnish each other all  documents  and  information
         with  respect  thereto as each  other may from time to time  reasonably
         request in connection  with the  preparation  of reports,  tax returns,
         litigation,  compliance  reports  or other  matters to which any of the
         Parties hereto is subject.  In due course, it is contemplated that each
         of the Parties hereto will file tax returns  and/or  prepare  financial
         statements  and/or reports to governmental  agencies which will require
         access  to  information  in the  possession  of  certain  of the  other
         Parties.

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

12. Benefit to GBR. The  Acquisition  Agreement,  as amended by Amendment No. 1,
provided  that in the  event  the  stockholders  of GBR did not  approve  by the
requisite  number of votes  either the  transaction  covered by the  Acquisition
Agreement  or a  contemplated  mandatory  exchange of shares of Common Stock for
shares of Preferred  Stock  described  in the  Acquisition  Agreement,  that the
holders of the Preferred  Stock would have the option,  exercisable  by all, but
not less than all,  at any time after  June 30,  2006 until  12:00  noon,  local
Dallas,  Texas  time on June 30,  2007  (i.e.,  a "Put  Option"),  to either (i)
rescind in full and revoke the transaction covered by the Acquisition  Agreement
by returning all 31,500 shares of Preferred  Stock to GBR, upon which GBR would,
within two (2) Business Days, deliver back to such holders all equity securities
of any entity owning all of the ordinary shares and other securities of Tacaruna
BV or CableTEL AD, or (ii) deliver to GBR all 31,500  shares of Preferred  Stock
of GBR and receive in exchange  therefor  all of the  ordinary  shares and other
securities  of  Tacaruna BV  outstanding  and owned by GBR such that the holders
would  become  the  owner  and  holder  of  all of the  issued  and  outstanding
securities  of  Tacaruna  BV,  which  in turn,  continued  to own  directly  and
indirectly 74.8% of CableTEL AD. The effect of the transactions  contemplated by
this  Agreement is to void or otherwise  render  incapable of  satisfaction  the
potential  rescission  contemplated by the Acquisition  Agreement as the Parties
hereto have entered into an alternate arrangement  rescinding the transaction ab
initio,  with the result being that GBR receives back all of the Preferred Stock
for  cancellation,  receives  a  reimbursement  of  certain  costs and  expenses
incurred,  and receives an additional  sum of money.  Such original  transaction
contemplated by the Acquisition Agreement, if it had ultimately been consummated
through the mandatory  exchange of shares of Common Stock for  Preferred  Stock,
would have  resulted in the existing  holders of Common Stock of GBR holding the
equivalent  of ten  percent  (10%),  plus  in GBR  which  would  be  subject  to
significant  funding  requirements to support CableTEL AD. While the arrangement
covered by this Agreement is not exactly the same, it is comparatively  believed
by  the  Parties  hereto  to be  fair  to the  Common  Stockholders  of GBR  and



                                      -7-
<PAGE>

potentially  more  beneficial to such  stockholders in the future as it does not
require GBR to fund the operations of CableTEL AD in the future,  and provides a
break-up  fee to GBR in excess of GBR's  incurred  costs  related to CableTEL AD
over a nineteen-month period.

13. No Other Inducements; Voluntary Execution. In making this Agreement, each of
the Parties hereto  understand and represent to each other that they have relied
solely on their own  judgment,  belief and knowledge of the nature and extent of
the  matters set forth  herein,  and each of the Parties  hereto  represent  and
covenant that they have not been  influenced to any extent  whatsoever in making
this Agreement by any representations or statements made by any Person or entity
other  than the  representations  specifically  set  forth  herein.  Each of the
Parties hereby acknowledge by their respective  execution below and represent to
each other that they have read this  Agreement,  that they fully  understand it,
that each has had the  benefit of the  advice of counsel of their own  choosing,
that each has relied  solely and  completely  upon  their own  judgment  and the
advice of their own counsel in entering  into this  Agreement,  that no promise,
inducement or agreement not herein expressed has been made to the Parties,  that
each Party is authorized to execute this  Agreement,  and that each has executed
it as his or its own free will and accord. It is expressly understood and agreed
by all of the Parties  hereto that the terms of this  Agreement are  contractual
and not mere recitals.

14. Miscellaneous. The following provisions form a part of this Agreement:

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

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

         (c)  Further  Cooperation.  To the  extent  that  any  Party's  further
         approval or other action is deemed  necessary or desirable by the other
         Party in order to effectuate the terms and conditions of this Agreement
         and the conveyances, the Parties hereby agree to execute all reasonable
         documents  and all actions  reasonably  requested by the other Party to
         effectuate the terms and conditions of this Agreement.



                                      -8-
<PAGE>

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

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

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

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

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



                                      -9-
<PAGE>

         Party  hereto shall fail to perform any of its  obligations  under this
         Agreement  such Party  hereby  agrees to pay all  reasonable  expenses,
         including  attorneys'  fees,  which may be incurred by any Party hereto
         which is successful in enforcing this Agreement.

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

















                                      -10-
<PAGE>

         IN WITNESS  WHEREOF,  the undersigned  have caused this Agreement to be
executed as of the date and year first above  written in multiple  counterparts,
each of which shall constitute one and the same instrument.

   Addresses, Telephone Nos.,
Facsimile Nos., etc., for Notices
                                              CABELTEL INTERNATIONAL
                                              CORPORATION, formerly Greenbriar
                                              Corporation, a Nevada corporation



1755 Wittington Place, Suite 340              By: /s/ Gene S. Bertcher
Dallas, Texas 75234                              -------------------------------
972-407-8400 (Telephone)                         Gene S. Bertcher, President and
972-407-8436 (Facsimile)                         Chief Financial Officer




                                                  /s/ Ronald C. Finley
       (Telephone)                               -------------------------------
       (Facsimile)                               Ronald C. Finley



                                                  /s/ Jeffrey A. Finley
       (Telephone)                               -------------------------------
       (Facsimile)                               Jeffrey A. Finley

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

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




                                      -11-
<PAGE>

         The  following  have  joined  in this  Agreement  by  their  respective
execution below:

                                              CIC INVESTMENT LLC, a Nevada
                                              limited liability company

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


                                              PS II MANAGEMENT LLC, a Texas
                                              limited liability company
1800 Valley View Lane
Suite 300                                     By: /s/ Bradford A. Phillips
Dallas, Texas 75234                              -------------------------------
       (Telephone)                               Name: Bradford A. Phillips
       (Facsimile)                               Title: President


                                              ENVICON DEVELOPMENT CORP.,
                                              a Nevada corporation
1800 Valley View Lane
Suite 300                                     By: /s/ Ken L. Joines
Dallas, Texas 75234                              -------------------------------
       (Telephone)                               Name: Ken L. Joines
       (Facsimile)                               Title: Vice President


                                              SYNTEK WEST, INC., a Nevada
                                              corporation

                                              By: /s/ Gene E. Phillips
1755 Wittington Place, Suite 340                 -------------------------------
Dallas, Texas 75234                              Name: Gene E. Phillips
       (Telephone)                               Title: President
       (Facsimile)





                                      -12-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>cabel8kex992060106.txt
<DESCRIPTION>PRESS RELEASE DATED JUNE 27, 2006.
<TEXT>

                                                                    EXHIBIT 99.2



                  CabelTel International Corporation Announces
                         Rescission of Prior Transaction

Dallas, Texas (Business Wire) June 27, 2006: CabelTel International  Corporation
("CIC" or "the Company") (AMEX: GBR), a Dallas-based company with investments in
a retirement  center and a North Texas outlet mall , announced  that on June 27,
2006,  it signed a  rescission  agreement  with the  holders  of its Series J 2%
Preferred Stock ("Series J") and others. The rescission agreement which is dated
as of June 1 covers the return of the Series J to the Company  for  cancellation
and return by the Company to four  individuals  the stock of two  privately-held
corporations  which own 74.8% of  CableTEL  AD, a  Bulgarian  telecommunications
company  ("CableTEL  AD").  The effect of the  Rescission  Agreement  is for the
Company to divest its interest in CableTEL AD.

         On October  12,  2004,  the  Company  acquired,  for  31,500  shares of
newly-designated  2% Series J Preferred Stock, two corporations  which, in turn,
owned 74.8% of CableTEL AD. The terms of the acquisition  agreement required the
Company to present a  proposal  to its  stockholders  to approve  the  mandatory
exchange  of all shares of Series J  Preferred  Stock into  8,788,500  shares of
common stock which, if approved by  stockholders,  would have represented 90% of
the  resulting  total  issued  and  outstanding  shares of  common  stock in the
Company.  Because the exchange had not actually been completed,  the Company did
not consolidate CableTEL AD operations for financial statement purposes.

         The intent of the  rescission  agreement is to void from the  beginning
the original acquisition agreement. Under the terms of the rescission agreement:

         o        The Company will cancel the 31,500 shares of Series J.

         o        Subject  to  compliance  with all  applicable  American  Stock
                  Exchange rules and federal  securities  laws, the Company will
                  change  its name to a name  that  does not  include  the words
                  "cable" or "cabel."

         o        All  receivables  and  payables  of  the  Company  related  to
                  CableTEL AD were  transferred  to  companies  unrelated to CIC
                  with no net effect upon the Company's financial condition.

         o        The Company  received a "break-up"  fee of  $1,500,000  in the
                  form of a 9 1/2% tax free bond from an unrelated third party.



<PAGE>

         o        The  Company  will be  indemnified  for any current and future
                  litigation  involving CIC or its  affiliates  which is derived
                  from CIC's relationship with CableTEL AD.

         o        With the  separation  of interests of the Company and CableTEL
                  AD, Ronald C. Finley,  Principal Executive Officer of CableTEL
                  AD on June 27,  2006,  resigned  effective  June 1, 2006,  his
                  positions  as a  Director  and  Chairman  and Chief  Executive
                  Officer of the Company.  No  disagreement  exists  between the
                  Company and Mr. Finley on any matter relating to the Company's
                  operations, policies or practices.

         CabelTel International Corporation (AMEX:GBR) is a Dallas-based company
with investments in a retirement  center and a North Texas outlet mall. For more
information, go to the Company's website at www.cabeltel.us.

         Certain    statements   in   this   media   release   may   be
         forward-looking  statements  within the meaning of the Private
         Securities  Litigation Reform Act of 1995,  Section 27A of the
         Securities  Act of 1933,  and  Section  21E of the  Securities
         Exchange Act of 1934. The words "estimate",  "plan", "intend",
         "expect", "anticipate",  "believe" and similar expressions are
         intended  to  identify   forward-looking   statements.   These
         forward-looking   statements   are  found  at  various  places
         throughout  this  Report  and  in the  documents  incorporated
         herein  by  reference.   CabelTel  International   Corporation
         disclaims  any intention or obligation to update or revise any
         forward-looking  statements,   whether  as  a  result  of  new
         information,  future events or otherwise.  Although we believe
         that our expectations  are based upon reasonable  assumptions,
         we can give no  assurance  that our  goals  will be  achieved.
         Important  factors  that  could  cause our  actual  results to
         differ   from   estimates   or  projects   contained   in  any
         forward-looking  statements are described  under ITEM 1A. RISK
         FACTORS in the  Company's  Form 10-K for the fiscal year ended
         December 31, 2005.




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