Exhibit 10.4

                               UMBRELLA AGREEMENT

     UMBRELLA  AGREEMENT  (this  "Agreement")  made this 25th day of  September,
2002, by and between  certain  affiliates of  Greenbriar  Corporation,  James R.
Gilley, and Greenbriar  Corporation,  each having an address at Centura Tower I,
Suite 650,  14185 Dallas  Parkway,  Dallas,  Texas  75254;  Attn James R. Gilley
(hereinafter  referred  collectively  to as  "Greenbriar"),  and Jon M.  Harder,
Kristin P. Harder, Darryl E. Fisher, Carol L. Fisher,  Sunwest Management,  Inc.
("SMI"), an Oregon corporation, certain affiliates of SMI, and any entity and/or
affiliate  of SMI, all with an address at 2735 - 12th Street SE,  Salem,  Oregon
97302; attn Jon M. Harder (hereinafter  referred to collectively as "the "Harder
Group"). Greenbriar is also referred to as "Seller" and The Harder Group is also
referred to as "Purchaser".

     WITNESSETH THAT THE HARDER GROUP AND GREENBRIAR HAVE AGREED AS FOLLOWS:

1.   Greenbriar  Corporation,  and some of its affiliates,  agree to sell to the
     Harder  Group,  for $10 and other  valuable  consideration,  including  the
     closing of all the transactions discussed in this agreement, the following:

     (a)  The Willows at Sherman, Sherman, Texas, as per separate contract, with
          a  purchase   price  of  Six  Million  One  Hundred   Fifty   Thousand
          ($6,150,000)  Dollars,  including  purchase  money  financing  of  Two
          Million Fifty Thousand  ($2,050,000) Dollars, The parties plan to sign
          an Agreement for Purchase and Sale (the "Sherman  Contract"),  between
          The Willows at Sherman,  Inc., a Texas corporation,  having an address
          for  notices  under  this  Agreement  at c/o  Greenbriar  Corporation,
          Centura Tower I, Suite 650, 14185 Dallas Parkway, Dallas, Texas 75254;
          Attn James R.  Gilley  (hereinafter  referred  to as  "Sherman"),  and
          Willows at Sherman  Assisted Living & Memory Care, LP, a Texas limited
          partnership  ("Willows),  with  an  address  for  notices  under  this
          Agreement  at c/o  Sunwest  Management,  Inc.,  2735 - 12th Street SE,
          Salem, Oregon 97302;

     (b)  (i) The Corinthians  Retirement  Project (as therein defined),  as per
          separate  contract,  with a  purchase  price of Eleven  Million  Three
          Hundred Fifty Thousand ($11,350,000) Dollars, including purchase money
          financing of Three  Million  Five  Hundred Ten  Thousand  ($3,510,000)
          Dollars.  The parties plan to sign an Agreement  for Purchase and Sale
          (the  "Corinthians  Retirement  Contract"),  between  Corinthians Real
          Estate Investors, L.P., a Texas limited partnership, having an address
          for  notices  under  this  Agreement  at c/o  Greenbriar  Corporation,
          Centura Tower I, Suite 650, 14185 Dallas Parkway, Dallas, Texas 75254;

<PAGE>

          Attn  James  R.  Gilley  (hereinafter  referred  to  as  "CREI"),  and
          Corinthians I Retirement  Community,  LP, a Texas limited  partnership
          ("Corinthians  Retirement"),  with an address for  notices  under this
          Agreement  at c/o  Sunwest  Management,  Inc.,  2735 - 12th Street SE,
          Suite 100, Salem,  Oregon 97302,  and. (ii) The  Corinthians  Assisted
          Living Project (as therein defined), as per separate contract,  with a
          purchase  price of Five Million  Seven Hundred  Thousand  ($5,700,000)
          Dollars,  including  purchase  money  financing  of One Million  Seven
          Hundred Forty Thousand  ($1,740,000) Dollars. The parties plan to sign
          an  Agreement  for  Purchase  and  Sale  (the  "Corinthians   Assisted
          Contract"),  between Corinthians Real Estate Investors,  L.P., a Texas
          limited  partnership,   having  an  address  for  notices  under  this
          Agreement at c/o Greenbriar  Corporation,  Centura Tower I, Suite 650,
          14185  Dallas  Parkway,  Dallas,  Texas  75254;  Attn James R.  Gilley
          (hereinafter referred to as "CREI"), and Corinthians Assisted Living &
          Memory Care, LP, a Texas limited  partnership  ("Corinthians  Assisted
          Living"),  with an address for  notices  under this  Agreement  at c/o
          Sunwest  Management,  Inc.,  2735 - 12th Street SE, Suite 100,  Salem,
          Oregon 97302,

     (c)  The  Harlingen  property in Cameron  County,  Texas,  as per  separate
          contract,  with a purchase  price of Three Million Three Hundred Sixty
          Thousand ($3,360,000) Dollars,  including purchase money financing not
          to exceed the excess,  if any, of the Purchase  Price over any debt to
          be assumed  or given by  Purchaser  to Vestin  Mortgage  Company.  The
          parties  plan  to  sign  an  Agreement  for  Purchase  and  Sale  (the
          "Harlingen  Contract"),  between The Willows at Sherman, Inc., a Texas
          corporation, having an address for notices under this Agreement at c/o
          Greenbriar  Corporation,  Centura  Tower I,  Suite 650,  14185  Dallas
          Parkway,  Dallas,  Texas  75254;  Attn  James R.  Gilley  (hereinafter
          referred to as "Harlingen"),  and Camelot I Retirement  Community,  LP
          ("Camelot"), a Texas limited partnership,  with an address for notices
          under this  Agreement  at c/o Sunwest  Management,  Inc.,  2735 - 12th
          Street SE, Salem, Oregon 97302; and

     (d)  100% of the common stock of the following  management  companies  (the
          "Management Companies"):

o    SLM-Crown Pointe, Inc.

o    SLM-Oak Park, Inc.

o    SLM-Wedgwood Terrace, Inc.

The date on which the sale and  transfer of the said common stock shall occur is
called the "Stock Closing Date"). The sale and transfer of the said common stock
shall not occur until the necessary regulatory  approvals (the "Approvals"),  if
any, have been obtained by the parties  hereto and until the Approvals have been
obtained the Harder Group shall act as consultants to such Management Companies.
Each  of the  above  listed  Management  Companies  is  the  manager  under  one

<PAGE>

management  contract  and  has  no  other  assets  or  liabilities.   Greenbriar
Corporation  will  indemnify the Harder Group against any claim that is asserted
against  these  Management  Companies,  or any  person  who is  included  in the
hereinabove defined term the "Harder Group", for actions or events that occurred
prior to the Stock Closing Date, including allegations,  if any, asserted by the
owner of any of the properties covered by the applicable  management  contracts:
(i) of  mismanagement,  and/or  (ii) that  Greenbriar  did not have the right to
transfer  the stock as herein  contemplated.  Similarly,  the Harder  Group will
indemnify  Greenbriar  against any claim that is asserted against any person who
is  included  in the  defined  term  "Greenbriar"  or against  these  Management
Companies,  for actions or events that occurred from and after the Stock Closing
Date, including  allegations,  if any, of mismanagement asserted by the owner of
any of the properties covered by the applicable management contracts.

     (e)  Greenbriar's  affiliate  will also  lease and  thereafter  sell to The
          Harder Group the two assisted living facilities in Muskogee, Oklahoma,
          as per separate lease and purchase contract.

     (f)  Greenbriar  agrees to lend to each of the purchasers of the properties
          listed in this Paragraph 1 (a), (b) and (c) the closing costs required
          to be paid by each such  purchaser  to Vestin  Mortgage at the time of
          the Closing of the  purchase  money  financing  required to close each
          such  acquisition;  specifically,  Greenbriar  will  lend to each such
          buyer  the  "points"  charged  by Vestin at  closing,  the legal  fees
          charged by Vestin's attorney at closing, the title insurance,  if any,
          required by such lender for each such property (Vestin may waive title
          insurance  in  certain  instances,  or may  just  require  an  updated
          endorsement,  in which event no loan for that particular  expense will
          be necessary),  and mortgage  recording costs and any advance interest
          payment  which Vestin may require,  and  Greenbriar  will also lend to
          each such Buyer any cash  outlay  required to be paid by such Buyer to
          Greenbriar  as a result  of  prorations  under  the  respective  sales
          contracts referred to above; provided, however, that if under one such
          contract  Greenbriar is owed net cash for prorations and under another
          such contract  Greenbriar must pay that Buyer net cash for prorations,
          the total net cash amounts under all the said contracts for prorations
          will  be  netted  out  and  the  result,  if  it is a  net  credit  in
          Greenbriar's  favor, will be added to the loan herein described.  Such
          loan will be evidenced by a Note, in the same form,  and upon the same
          terms, and signed and guaranteed  (using Vestin's form of guaranty) by
          the same persons, and bearing the same "points" (which points shall be
          added to the principal  amount of the Note to Greenbriar  and shall be
          due at maturity) and terms of payment,  and interest rate, as the loan
          made by Vestin.

     (g)  Greenbriar  Corporation  also  agrees  to  sell  its  49%  partnership
          interest  in Villa del Rey  Roswell,  LP and to transfer to the Harder
          Group  the  option  to  purchase  the 51%  interest  in Villa  del Rey
          Roswell, LP that Greenbriar's affiliate does not presently own. A copy
          of that  option is attached  as Exhibit A. As  consideration  for this
          transaction,  Greenbriar  Corporation  will receive a note in the same
          form as is discussed in the attached  Corinthians  Contract,  from the
          Harder Group for $823,728 and Greenbriar Corporation will also receive
          the  partnership  interests  discussed  in  Section  "3" below and the
          benefits of the other  transactions  described  herein.  The note will

<PAGE>

          bear interest at the prime rate, as published from time to time in the
          Wall  Street  Journal,  and will  accrue  monthly,  with each  monthly
          payment being added to the principal  debt on the first of each month,
          and with the entire  indebtedness being due and payable in full on the
          maturity  date. The principal and interest and all other amounts owing
          under  the  Note  will be due on March  16,  2004.  The  note  will be
          executed by Jon Harder and wife and Darryl Fisher and wife and Sunwest
          Management, Inc. (herein collectively called the "Harder Group")

2.   In addition to the above, so long as there is no monetary default (that has
     not been  cured  within  the  Notice  and  Grace  periods  provided  in the
     applicable  documents)  by the Harder Group under any of its  obligation to
     any member of the Greenbriar  Group (i.e.  any entity or person  affiliated
     with   Greenbriar   Corporation   and/or  any   affiliate   of   Greenbriar
     Corporation),  Greenbriar  Corporation  agrees  to  pay  the  Harder  Group
     $660,000,  payable at the rate of  $55,000  per month  beginning  one month
     after the closing of all the  transactions  contemplated  by this Agreement
     (other  than  those  discussed  in  Section  "3"),  and  ending  12  months
     thereafter.  This  payment  is for  due  diligence  and  expenses  for  the
     acquisition  of properties  for the  partnerships  in which the  Greenbriar
     Corporation will have a 50% partnership interest as contemplated by Section
     "3" below.

3.   (A) The Harder Group is currently  negotiating  to purchase the  properties
     listed  hereafter in this  paragraph.  In  consideration  for  Greenbriar's
     agreements herein, and for other valuable considerations,  the Harder Group
     will assign and convey to  Greenbriar  Corporation,  in the form of limited
     partnership interests, One Half (1/2) of all the ownership interests in the
     fee title, cash flow and profit and losses, in the following properties:

[Confidential  information  has  been  deleted  and  filed  separately  with the
Commission.]

(B) If, for any reason, the Harder Group is unable to purchase all or any of the
properties  listed  above,  then the Harder  Group will use its best  efforts to
assign and convey to the Greenbriar  Group a 50% total  ownership  interest,  as
stated above to be in the form of a limited partnership  interest, in properties
of similar value and with similar equity,  it being the intention of the parties
that the Greenbriar Group will receive a 50% interest total ownership  interest,
in the form of a limited partnership interest, in 12 properties of similar value
and with similar equity.

(C) If the Harder Group deems it  necessary to assign a percentage  of the total
ownership in any  particular  property  hereafter  acquired to another person or
entity,  then:  (i) the  Greenbriar  Group shall receive no less than 50% of the
total  ownership  interests  in such  property  that are  acquired by the Harder
Group,  and (ii) to the extent that, as a result of the preceding  clause "(i)",
Greenbriar receives less than a 50% ownership interest in any property,  that is
intended  by the parties to be part of the  properties  in which  Greenbriar  is
given an interest in fulfillment of the obligations discussed in this P. 3, then
the  number  of  properties  in which  Greenbriar  shall  be given an  ownership
interest as  contemplated  by this P. 3 shall be increased  proportionately,  to
compensate  Greenbriar  for the lower  percentage  ownership  interest  given to
Greenbriar in this property,  so that  Greenbriar  will receive,  as required by

<PAGE>

this P. 3, the percentage  equivalent of 50% of the total ownership interests in
12  properties.  For  example,  in  fulfillment  of  this P.  3,  the  following
combination,  which is merely an example,  and not an exhaustive  list, shall be
deemed  acceptable  in  fulfillment  of  this P. 3:  (a) a 25%  total  ownership
interest  (so  long  as it  1/2 of  the  Harder  Group's  total  interest)  in 8
properties,  plus (b) a 10% total  ownership  interest (so long as it 1/2 of the
Harder Group's total interest) in 10 properties,  plus (c) a 50% total ownership
interest  (so  long  as it  1/2 of  the  Harder  Group's  total  interest)  in 6
properties.

(D) In the event of a dispute as to value or  equity,  the  opinions  of 3 third
party  appraisers,  each of whom has never had dealings  with any of the parties
hereto,  will be decisive.  Time is of the essence and the Harder Group will use
its best efforts to acquire these acquisitions or similar  acquisitions no later
than September 30, 2004.

(E) Anytime during a 24 month period after the Greenbriar Group receives its 50%
limited  partnership  interest,  the  Harder  Group  may buy that  interest  for
$750,000  per  property  or a  total  of  $9,000,000,  it  being  intended  that
Greenbriar will receive  $9,000,000 of total equity (as appraised by the lending
institutions) from the transactions contemplated by this paragraph "3".

(F) All partnership agreements  contemplated in this Section "3" will be similar
in all respects to the Greatwood Partnership  Agreement,  attached as Exhibit B,
except for the names of the partners and their respective ownership interests.

                              4. INSPECTION PERIOD
                              --------------------

     Purchaser  has  inspected  and intends to continue  its  physical and other
inspection  of  the  properties  it  intends  to buy  and/or  lease,  as  herein
discussed,  through and including each Closing Date ("Inspection Period"), which
inspection  shall be at the sole cost and  expense of  Purchaser.  Seller  shall
assist with such  inspections,  but shall not be  obligated to incur any cost or
expense  or to furnish  any  information  other than at the place  where same is
maintained  in  connection  therewith.  All  information  received by  Purchaser
relating  to the  Project,  Seller  or its  affiliates  shall be kept in  strict
confidence and used solely for the purpose of determining  the  advisability  of
proceeding with the transaction  described in this Agreement.  Purchaser may not
communicate with any employee at any of the Properties  unless Purchaser obtains
Seller's general written consent to communicate with such employees at each such
property. Each sale and/or lease will be without any representations of any kind
or nature by the seller, the Purchaser  representing that it is sophisticated in
real estate and that this  purchase  price and sales  structure  are in material
consideration  of each sale being in its "as is,  where is"  condition,  with no
representations from Seller.

                         5. OPTION TO CONSOLIDATE NOTES
                         ------------------------------

                      Sherman/Corinthians Seller Financing.

A.  The  sellers  under  the  Agreements  for  Purchase  and Sale  mentioned  in
Paragraphs  1 "(a)" and 1 "(b)" of this  Agreement  will be  providing  purchase
money  financing for a portion of the Purchase Price under each such  Agreement.
This Section "5" does not cover or refer in any way to any promissory notes tha

<PAGE>

may be signed by any party with  regard to any  transaction  in which any of the
parties hereto, or their affiliates, may engage other than the notes hereinafter
specifically  described.  For example, this Section "5" does not cover the notes
which  evidence the  obligation  of any  purchaser to pay any seller for closing
costs that may be loaned by any seller to any buyer in any  transaction  related
to this  Agreement  or related to any party that is  affiliated  with a party to
this Agreement.

(i) With respect to the Sherman  Contract,  Sherman  will be providing  purchase
money financing of Two Million Fifty Thousand ($2,050,000) Dollars (the "Sherman
Financing") to Willows,  which will be evidenced by a Note (the "Sherman  Note")
in that  principal  amount and which will be  guaranteed  and secured as therein
provided.

(ii) With respect to the Corinthians Retirement Contract, CREI will be providing
purchase money financing of Three Million Five Hundred Ten Thousand ($3,510,000)
Dollars (the  "Corinthians  Retirement  Financing")  for the sale to Corinthians
Retirement and with respect to the Corinthians  Assisted Contract,  CREI will be
providing  purchase  money  financing of One Million Seven Hundred Forty Hundred
Thousand  ($1,740,000)  Dollars (the "Corinthians  Assisted  Financing") for the
sale to Corinthians  Assisted Living, which financings will each be evidenced by
a Note or Notes (the "Corinthians  Notes") in those respective principal amounts
and which will be guaranteed and secured as therein provided.

B.  Beginning on the 1st day  following the date (the "Start Date") on which the
last of the Corinthians Retirement,  Corinthians Assisted Living and The Willows
at Sherman transactions closes, Willows, Corinthians Retirement, and Corinthians
Assisted Living, as purchasers/payors,  and Sherman and CREI, as sellers/payees,
will each have the option for a period of six (6) months  from the Start Date to
convert the Corinthian  Retirement's  financing of $3,510,000,  the  Corinthians
Assisted Living financing of $1,740,000, and The Willows at Sherman financing of
$2,050,000, to one note (the "Converted Note") in a total principal amount equal
to the sum of $2,800,000 ($2,660,000 for Corinthians Retirement and $140,000 for
Corinthians  Assisted  Living),  plus  accrued  and  unpaid  interest  under the
original notes to the date of conversion,  and which principal amount shall bear
interest  at the  rate of  Twelve  (12%)  per  cent per  annum,  and be  payable
interest-only, in advance, on the first day of each and every month for a period
of 24 months,  at which time the entire unpaid  balance of principal,  interest,
and all other  amounts  owing  under the  Converted  Note shall be paid in full;
provided,  that if Sellers  shall be of the opinion that such Note may be deemed
unenforceable  under  Texas  law,  and the  Purchasers  shall fail to provide an
opinion of counsel  reasonably  acceptable to Sellers that the Converted Note is
not usurious,  then the interest rate under the Converted  Note shall be lowered
to the maximum  rate  allowed  under Texas law and the  principal  amount of the
Converted Note shall be increased,  and the payment  schedule shall be adjusted,
so that the total amount of dollars shall be paid as and when such dollars would
have been paid had the Converted Note carried the principal  amount and terms of
payment originally  contemplated in this paragraph.  The Converted Note shall be
made, jointly and severally, by all the parties to the Notes being converted and
shall be guaranteed and secured by the same parties,  collateral and other terms
as were the notes so converted.  To exercise such option, the parties exercising
the option shall provide the other party with one (1) days' prior written notice

<PAGE>

that it is exercising the option. Upon the signing of the Converted Note and all
guarantees  and  security  agreements  and UCCs and the  posting of all the same
collateral,  by all the purchasers and guarantors and others, the original notes
shall be deemed modified, released, superseded and replaced.



                                6. MISCELLANEOUS
                                ----------------

     6.1 This  Agreement  is binding  upon and shall inure to the benefit of the
parties hereto, their respective heirs,  successors,  legal  representatives and
permitted assigns.

     6.2 Wherever  under the terms and provisions of this Agreement the time for
performance  falls  upon a  Saturday,  Sunday  or legal  holiday,  such time for
performance shall be extended to the second business day thereafter.

     6.3 This  Agreement  may be  executed in one or more  counterparts,  all of
which when taken together shall constitute one and the same agreement, and shall
become effective when one or more counterparts have been executed by each of the
parties hereto and delivered to each of the other parties hereto.

     6.4 The captions at the beginning of the several  paragraphs,  Sections and
Articles are for  convenience  in locating the context,  but are not part of the
context.  Unless  otherwise  specifically  set  forth in this  Agreement  to the
contrary,  all references to Exhibits  contained in this Agreement  refer to the
Exhibits  which  are  attached  to this  Agreement,  all of which  Exhibits  are
incorporated  in,  and made a part  of,  this  Agreement  by  reference.  Unless
otherwise  specifically  set  forth  in  this  Agreement  to the  contrary,  all
references to Articles,  Sections,  paragraphs  and clauses refer to portions of
this Agreement.

     6.5 If any term or provision of this Agreement shall be held to be illegal,
invalid,  unenforceable  or inoperative as a matter of law, the remaining  terms
and provisions of this Agreement  shall not be affected  thereby,  but each such
remaining  term and provision  shall be valid and shall remain in full force and
effect.

     6.6 This  Agreement  and the other  writings  referred to in, or  delivered
pursuant  to,  this  Agreement,  embody the entire  understanding  and  contract
between the parties hereto with respect to the Project and supersede any and all
prior agreements and understandings  between the parties hereto, whether written
or oral,  formal  or  informal,  with  respect  to the  subject  matter  of this
Agreement. This Agreement has been entered into after full investigation by each
party and its  professional  advisors,  and  neither  party is relying  upon any
statement, representation or warranty made by or on behalf of the other which is
not expressly set forth in this Agreement.

     6.7 No extensions,  changes, waivers,  modifications or amendments to or of
this Agreement,  of any kind  whatsoever,  shall be made or claimed by Seller or
Purchaser,  and no notices of any extension,  change,  waiver,  modification  or
amendment made or claimed by Seller or Purchaser  shall have any force or effect
whatsoever,  unless the same is contained in a writing and is fully  executed by
the party against whom such matter is asserted.

<PAGE>

     6.8 This Agreement shall be governed and interpreted in accordance with the
laws of the State of Nevada.

     6.9 Each party  hereto  shall pay all charges  specified to be paid by them
pursuant to the provisions of this  Agreement and their own  attorney's  fees in
connection with the negotiation, drafting and closing of this Agreement.

     6.10 Each  party  hereto  warrants  and  represents  that,  subject  to any
provisions hereof to the contrary, it has full power and authority to enter into
this Agreement and to perform all of its obligations under this Agreement.  Each
member of the Purchaser and the Seller hereunder,  respectively,  is jointly and
severally liable with respect to all of, respectively,  Purchaser's and Seller's
obligations and liabilities hereunder.

     6.11  Purchaser and Seller agree that this  Agreement has been entered into
solely for the benefit of Purchaser and Seller and no other person or entity, it
being the intention of Purchaser and Seller that no person or entity not a party
to this  Agreement  shall  have any right or  standing  to (a) bring any  action
against  Purchaser  or Seller  based on this  Agreement,  or (b) assume that any
provision of this Agreement  will be enforced or remain  unmodified or unwaived,
or (c) assert that it or he is or should be or was intended to be a  beneficiary
of any provision of this Agreement.  IN WITNESS WHEREOF, the parties hereto have
caused this  Agreement  to be executed in their names by their  respective  duly
authorized representatives on the day and year first above written.

     The Harder Group:

                           /s/ Jon M. Harder
                           ----------------------------------
                               Jon M. Harder

                           /s/ Kristin P. Harder
                           ----------------------------------
                               Kristin P. Harder

                           /s/ Darryl E. Fisher
                           ----------------------------------
                               Darryl E. Fisher

                           /s/ Carol L. Fisher
                           ----------------------------------
                               Carol L. Fisher
                           Sunwest Management, Inc.


                           By: /s/ Jon Harder
                           ----------------------------------
                               Jon Harder, President


<PAGE>

         Greenbriar Corporation



By: /s/ James R. Gilley                       /s/ James R. Gilley
   ----------------------------------         ----------------------------------
   James R. Gilley, President and CEO         James R. Gilley, Individually