Exhibit 4.1
                                                                     -----------

                             GREENBRIAR CORPORATION

                             2000 STOCK OPTION PLAN

                                 500,000 Shares


                                    ARTICLE I

                                     GENERAL

1.1      Purpose of the Plan.
         -------------------

         The purpose of the Greenbriar  Corporation  2000 Stock Option Plan (the
         "Plan") is to assist Greenbriar Corporation,  a Nevada corporation (the
         "Company"),  in securing and retaining Key  Participants of outstanding
         ability by making it possible to offer them an  increased  incentive to
         join or continue  in the  service of the Company and to increase  their
         efforts   for  its   welfare   through   participation   or   increased
         participation in the ownership and growth of the Company.

1.2      Definitions.
         -----------

                  (a)  "Acceleration Event" means any event which in the opinion
         of the Board of  Directors  of the Company is likely to lead to changes
         in  control  of share  ownership  of the  Company,  whether or not such
         change in control actually occurs.

                  (b)  "Award"  means  an  Option  granted  to a Key Participant
         under the Plan.

                  (c)  "Board  of  Directors"  or  "Board"  means  the  Board of
         Directors of the Company.

                  (d)  "Code"  means  the  Internal  Revenue  Code of  1986,  as
         amended.

                  (e)  "Committee"  means the  committee  referred to in Section
         1.3.

                  (f)  "Common Stock" means the Common Stock of the Company.

                  (g)  "Fair Market Value" means the closing price of the shares
         on the American  Stock  Exchange or other  exchange on which the Common
         Stock  is  primarily  traded  on the day on which  such  value is to be
         determined  or, if no  shares  were  traded  on such  day,  on the next
         preceding  day on which  shares  were  traded,  as reported by The Wall
         Street Journal. If at any time shares of Common Stock are not traded on
         an exchange or in the over-the-counter  market, Fair Market Value shall
         be the  value  determined  by  the  Board  of  Directors  or  Committee
         administering  the  Plan,  taking  into  consideration   those  factors
         affecting or reflecting value which they deem appropriate.

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                  (h)  "Grantee"  means a Key  Participant  to whom an  Award is
         granted under the Plan.

                  (i)  "Incentive Share" means a share of Common  Stock  awarded
         to a Key  Participant  under  Article  VI hereof  on such  terms as are
         determined by the Committee.

                  (j)  "Incentive Share Agreement" means a written  agreement in
         such form as the Board or Committee, as applicable,  shall approve that
         evidences  the terms and  conditions  of an award of  Incentive  Shares
         hereunder.

                  (k)  "Incentive  Stock  Option"  means an option  to  purchase
         shares of Common  Stock which is  intended  to qualify as an  incentive
         stock option as defined in Section 422 of the Code.

                  (l)  "Key Participant"  means any person, including  officers,
         directors,  agents and consultants of the Company or any Subsidiary who
         are  designated  a Key  Participant  by  the  Board  or  Committee,  as
         applicable,  and is or is expected to be primarily  responsible for the
         management,  growth, or supervision of some part or all of the business
         of the  Company.  The  power to  determine  who is and who is not a Key
         Participant is reserved solely for the Committee.

                  (m)  "Nonqualified  Stock  Option" means an option to purchase
         shares of Common Stock which is not intended to qualify as an Incentive
         Stock Option as defined in Section 422 of the Code.

                  (n)  "Option"  means  an   Incentive   Stock   Option   or   a
         Nonqualified Stock Option.

                  (o)  "Optionee"  means a Key  Participant to whom an Option is
         granted under the Plan.

                  (p)  "Parent"  means  any  corporation  which  qualifies  as a
         parent of a corporation  under the  definition of "parent  corporation"
         contained in Section 425(e) of the Code.

                  (q)  "Subsidiary"  means any corporation  which qualifies as a
         subsidiary  of  a  corporation  under  the  definition  of  "subsidiary
         corporation" contained in Section 425(f) of the Code.

                  (r)  "Term" means the period during which a particular  option
         may be exercised as  determined by the Committee and as provided in the
         option agreement.

1.3      Administration of the Plan.
         --------------------------

         The Plan  shall be  administered  by the  Compensation  Committee  (the
         "Committee")  appointed by the Board of Directors  consisting solely of
         two or more  Non-Employee  Directors,  as  defined  in Rule  16b-3 (see
         Section 1.10,  below),  or in the absence of an  appointment  of such a
         Committee, the full Board shall serve as the Committee.  Subject to the
         control of the Board,  and without  limiting the control over decisions
         described  in  Section  1.7,  the  Committee  shall  have the  power to
         interpret and apply the Plan and to make  regulations  for carrying out
         its purpose. More particularly, the Committee shall determine which Key
         Participants  shall be granted  Options  and the terms of such  grants.
         When  granting  Options,  the Committee  shall  designate the Option as
         either an  Incentive  Stock  Option  or a  Nonqualified  Stock  Option.
         Determinations  by the  Committee  under the Plan  (including,  without
         limitation,  determinations of the person to receive Awards,  the form,
         amount and timing of such Awards,  and the terms and provisions of such
         Awards and the agreements  evidencing same) need not be uniform and may
         be made by it selectively among persons who receive, or are eligible to
         receive,  Awards  under  the  Plan,  whether  or not such  persons  are
         similarly situated. In serving on the Committee,  members thereof shall
         be considered to be acting in their capacity as members of the Board of
         Directors  and  shall be  entitled  to all  rights  of  indemnification
         provided  by the Bylaws of the Company or  otherwise  to members of the
         Board of Directors.

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1.4      Shares Subject to the Plan.
         --------------------------

         The total  number of shares that may be  purchased  pursuant to Options
         under the Plan shall not exceed 500,000 shares of Common Stock.  Shares
         subject to the  Options  which  terminate  or expire  prior to exercise
         shall be available for future Awards under the Plan without again being
         charged  against  the  limitation  of 500,000  shares set forth  above.
         Shares  issued  pursuant to the Plan may be either  unissued  shares of
         Common Stock or reacquired shares of Common Stock held in treasury.

1.5      Terms and Conditions of Options.
         -------------------------------

         All  Options  shall be  evidenced  by  agreements  in such  form as the
         Committee  shall approve from time to time subject to the provisions of
         Article  II  and  Article  III,  as  appropriate,   and  the  following
         provisions:

                  (a)  Exercise  Price.  The exercise price of the Option  shall
         not be less than the Fair Market Value (as determined by the Committee)
         of the Common Stock at the time the Option is granted.

                  (b)  Exercise.  The  Committee  shall  determine  whether  the
         Option shall be  exercisable  in full at any time during the Term or in
         cumulative or noncumulative installments during the Term.

                  (c)  Termination of Employment or Contractor  Relationship. An
         Optionee's  Option shall expire on the expiration of the Term specified
         in  Section  2.1 or 3.1 as the case may be, or upon the  occurrence  of
         such events as are specified in the agreement. In the event of exercise
         of  the  Option  after   termination   of   employment   or  contractor
         relationship, the Optionee may exercise the Option only with respect to
         the shares which could have been  purchased by the Optionee at the date
         of such  termination.  However,  the Committee may, but is not required
         to, waive any requirements made pursuant to Section 1.5(b) so that some
         or all of the shares subject to the Option may be exercised  within the
         time limitation described in this subsection.  An Optionee's employment
         or  contractor  relationship  shall be deemed to  terminate on the last
         date for which he receives a regular wage,  salary or contract payment.
         Whether military, government or other service or other leave of absence
         shall  constitute a termination  of  employment  shall be determined in
         each case by the Committee at its discretion,  and any determination by
         the  Committee  shall  be  final  and  conclusive.   A  termination  of
         employment  or  contractor  relationship  shall  not  occur  where  the
         Optionee  transfers  from the  Company  to one of its  Subsidiaries  or
         transfers from a Subsidiary to the Company.

                  (d)  Death or Disability.  Upon  termination  of an Optionee's
         employment or contractor  relationship by reason of death or disability
         (as  determined  by the  Committee  consistent  with the  definition of
         Section  422(c)(7) of the Code), the Option shall expire on the earlier
         of the  expiration of (i) the date  specified in the Option which in no
         event shall be later than 12 months after the date of such termination,
         or (ii) the Term  specified  in Section  2.1 or 3.1 as the case may be.
         The  Optionee or his  successor  in  interest,  as the case may be, may
         exercise  the  Option  only  as to the  shares  that  could  have  been
         purchased by the Optionee at the date of his termination of employment.
         However,  the  Committee  may,  but  is  not  required  to,  waive  any
         requirements made pursuant to Section 1.5(b) so that some or all of the
         shares  subject  to  the  Option  may  be  exercised  within  the  time
         limitation described in this subsection.

                  (e)  Payment.  Payment  for  shares  as to which an  Option is
         exercised  shall be made in such  manner  and at such  time or times as
         shall be provided in the option agreement, including cash, Common Stock
         of the Company which was  previously  acquired by the Optionee,  or any
         combination  thereof.  The Fair Market Value of the surrendered  Common
         Stock as of the date of exercise  shall be determined in valuing Common
         Stock used in payment for Options.

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<PAGE>

                  (f)  Nontransferability.  No  Option  granted  under  the Plan
         shall be transferable  other than by will or by the laws of descent and
         distribution.  During the lifetime of the Optionee,  an Option shall be
         exercisable only by the Optionee.

                  (g)  Additional Provisions.  Each option agreement may contain
         such other terms and conditions not inconsistent with the provisions of
         the Plan,  including  the award of cash  amounts,  as the Committee may
         deem appropriate from time to time.

1.6      Stock Adjustments; Mergers.
         --------------------------

                  (a)  Generally.  Notwithstanding Section 1.4, in the event the
         outstanding  shares are  increased  or  decreased  or  changed  into or
         exchanged for a different  number or kind of shares or other securities
         of the  Company or of any other  corporation  by reason of any  merger,
         sale   of   stock,   consolidation,   liquidation,    recapitalization,
         reclassification,   stock  split  up,  combination  of  shares,   stock
         dividend,  or transaction  having similar  effect,  the total number of
         shares  set  forth  in  Section  1.4  shall  be   proportionately   and
         appropriately adjusted by the Committee.

                  (b)  Options.  Following a transaction described in subsection
         (a) above, if the Company  continues in existence,  the number and kind
         of shares that are subject to any Option and the option price per share
         shall be proportionately and appropriately  adjusted without any change
         in the aggregate price to be paid therefor upon exercise of the Option.
         If the Company will not remain in existence or substantially all of its
         voting  Common  Stock and Common  Stock will be  purchased  by a single
         purchaser or group of purchasers  acting  together,  then the Committee
         may (i) declare  that all  Options  shall  terminate  30 days after the
         Committee  gives written  notice to all  Optionee's of their  immediate
         right to  exercise  all Options  then  outstanding  (without  regard to
         limitations on exercise  otherwise  contained in the Options),  or (ii)
         notify all  Optionee's  that all Options  granted  under the Plan shall
         apply with  appropriate  adjustments  as determined by the Committee to
         the  securities  of the successor  corporation  to which holders of the
         numbers of shares subject to such Options would have been entitled,  or
         (iii) take action that is some  combination of aspects of (i) and (ii).
         The  determination  by  the  Committee  as to the  terms  of any of the
         foregoing  adjustments shall be conclusive and binding.  Any fractional
         shares  resulting  from any of the  foregoing  adjustments  under  this
         section shall be disregarded and eliminated.

1.7      Acceleration Event.
         ------------------

         If an  Acceleration  Event  occurs  in  the  opinion  of the  Board  of
         Directors,  based on circumstances  known to it, the Board of Directors
         may direct the  Committee  to declare  that any or all Options  granted
         under the Plan shall become exercisable immediately notwithstanding the
         provisions of the respective agreements granting any such Awards.

1.8      Notification of Exercise.
         ------------------------

         Options shall be exercised by written notice  directed to the Secretary
         of the Company at the principal executive offices of the Company.  Such
         written notice shall be accompanied by any payment required pursuant to
         Section 1.5(e). Exercise by an Optionee's heir or the representative of
         his estate shall be  accompanied by evidence of his authority to so act
         in form reasonably satisfactory to the Company.


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<PAGE>

1.9      Modification, Extension and Renewal of Awards.
         ---------------------------------------------

         Subject to the terms and conditions  and within the  limitations of the
         Plan, the Committee may modify,  extend or renew outstanding  Awards or
         accept  the  surrender  of  outstanding   Awards  (to  the  extent  not
         theretofore  exercised)  granted under the Plan or under any other plan
         of the  Company or a  Subsidiary,  and  authorize  the  granting of new
         Awards  pursuant  to  the  Plan  in  substitution   therefor,  and  the
         substituted  Awards may bear such  different  or  additional  terms and
         conditions  as  the  Committee  shall  deem   appropriate   within  the
         limitations of the Plan.  Notwithstanding  the foregoing,  however,  no
         modification  of an Award  shall,  without  the  consent of the Grantee
         holding the Award,  adversely  affect the rights or obligations of such
         Grantee.

1.10.    Compliance with Rule 16b-3.
         --------------------------

         It is  intended  that the  provisions  of the Plan and any Award  shall
         comply in all  respects  with the terms and  conditions  of Rule  16b-3
         under the  Securities  Exchange  Act of 1934,  as in effect on April 1,
         1997 and as  amended,  or any  successor  provisions,  as it relates to
         persons subject to the reporting  requirements of Section 16(a) of such
         Act. Any agreement  granting an Award shall contain such  provisions as
         are necessary or appropriate to assure such  compliance.  To the extent
         that any provision  hereof is found not to be in  compliance  with such
         rule as it relates to such Act,  such  provision  shall be deemed to be
         modified  so  as to  be  in  compliance  with  such  rule,  or if  such
         modification  is not possible,  shall be deemed to be null and void, as
         it relates to such Grantee.


                                   ARTICLE II

                             INCENTIVE STOCK OPTIONS

2.1      Terms of Incentive Stock Options.
         --------------------------------

         Each Incentive Stock Option granted under the Plan shall be exercisable
         only during a Term fixed by the Committee;  provided, however, that the
         Term  shall end no later  than 10 years  after  the date the  Incentive
         Stock Option is granted.

2.2      Limitation on Options.
         ---------------------

         The aggregate Fair Market Value of Common Stock (determined at the time
         the  Incentive  Stock  Option is granted)  subject to  Incentive  Stock
         Options  granted  to a Key  Participant  under  all  plans  of the  Key
         Participant's   employer  corporation  and  its  Parent  or  Subsidiary
         corporations and that become exercisable for the first time by such Key
         Participant during any calendar year may not exceed $100,000.

2.3      Special Rule for Ten Percent Shareholder.
         ----------------------------------------

         If at the time an Incentive Stock Option is granted,  an participant or
         owns stock possessing more than ten percent (10%) of the total combined
         voting power of all classes of stock of his employer  corporation or of
         its  Parent  or  any of  its  Subsidiaries,  as  determined  using  the
         attribution  rules of Section 424(d) of the Code, then the terms of the
         Incentive  Stock Option shall specify that the option price shall be at
         least  110% of the  Fair  Market  Value  of the  stock  subject  to the
         Incentive  Stock  Option and such  Incentive  Stock Option shall not be
         exercisable  after  the  expiration  of five  years  from the date such
         Incentive Stock Option is granted.

2.4      Interpretation.
         --------------

         In  interpreting  this  Article  II of the Plan and the  provisions  of
         individual  option  agreements,  the  Committee  and the Board shall be
         governed by the  principles and  requirements  of Sections 421, 422 and
         425 of the Code, and applicable Treasury Regulations.

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                                   ARTICLE III

                           NONQUALIFIED STOCK OPTIONS

3.1      Terms and Conditions of Options.
         -------------------------------

         In addition to the requirements of Section 1.5, each Nonqualified Stock
         Option granted under the Plan shall be  exercisable  only during a Term
         fixed by the Committee.

3.2      Section 83(b) Election.
         ----------------------

         The Company  recognizes that certain  persons who receive  Nonqualified
         Stock Options may be subject to  restrictions  regarding their right to
         trade Common Stock under  applicable  securities  laws.  Such may cause
         Optionee's  exercising  such  Options  not  to  be  taxable  under  the
         provisions  of  Section  83(c)  of the  Code.  Accordingly,  Optionee's
         exercising  such  Nonqualified  Stock  Options may  consider  making an
         election to be taxed upon exercise of the Option under Section 83(b) of
         the Code and to effect such  election  will file such election with the
         Internal  Revenue  Service  within  thirty (30) days of exercise of the
         Option  and   otherwise  in   accordance   with   applicable   Treasury
         Regulations.


                                   ARTICLE IV

                              ADDITIONAL PROVISIONS

4.1      Stockholder Approval.
         --------------------

         The Plan shall be submitted for the approval of the stockholders of the
         Company at the first annual meeting of stockholders  held subsequent to
         the  adoption  of the Plan  and in all  events  within  one year of its
         approval by the Board of Directors. If at said meeting the stockholders
         of the Company do not approve the Plan, the Plan shall terminate.

4.2      Compliance with Other Laws and Regulations.
         ------------------------------------------

         The  Plan,  the  grant  and  exercise  of  Options  hereunder,  and the
         obligation  of the  Company  to sell  and  deliver  shares  under  such
         Options,  shall be subject to all  applicable  Federal  and state laws,
         rules,  and  regulations  and to such  approvals by any  government  or
         regulatory agency as may be required. The Company shall not be required
         to issue or deliver any  certificates  for shares of Common Stock prior
         to (a) the  listing of such  shares on any stock  exchange on which the
         Common  Stock  may  then  be  listed  and  (b)  the  completion  of any
         registration  or  qualification  or  exemption of such shares under any
         Federal or state law,  or any ruling or  regulation  of any  government
         body which the Company shall, in its sole  discretion,  determine to be
         necessary or advisable.

4.3      Amendments.
         ----------

         The Board of Directors may  discontinue  the Plan at any time,  and may
         amend it from  time to time,  but no  amendment,  without  approval  by
         stockholders,  may  increase  the total  number of shares  which may be
         issued  under the Plan.  Other than as  expressly  permitted  under the
         Plan,  no  outstanding  Award may be  revoked  or  altered  in a manner
         unfavorable to the Grantee without the consent of the Grantee.

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4.4      No Rights As Shareholder.
         ------------------------

         No Grantee shall have any rights as a  shareholder  with respect to any
         share subject to his or her Option prior to the date of issuance to him
         or her of a certificate or certificates for such shares.

4.5      Withholding.
         -----------

         Whenever  the  Company  proposes  or is  required  to issue or transfer
         shares of Common Stock under the Plan, the Company shall have the right
         to require the Grantee to remit to the Company an amount  sufficient to
         satisfy any Federal,  state or local  withholding tax liability in such
         form as the Company  may  determine  or accept in its sole  discretion,
         including  payment by  surrender or retention of shares of Common Stock
         prior to the  delivery  of any  certificate  or  certificates  for such
         shares.

4.6      Continued Employment Not Presumed.
         ---------------------------------

         This Plan and any  document  describing  this Plan and the grant of any
         Award  hereunder  shall not give any  Optionee or other  Participant  a
         right to continued  employment  or  directorship  by the Company or its
         Subsidiaries or affect the right of the Company or its  Subsidiaries to
         terminate  the  employment or  directorship  of any such person with or
         without cause.

4.7      Effective Date; Duration.
         ------------------------

         The Plan shall become effective as of June 2, 2000 pursuant to Board of
         Director  and  Stockholder  approval  received  on such  date and shall
         expire on June 2, 2010.  No Awards may be granted  under the Plan after
         June 2,  2010,  but  Awards  granted  on or  before  that  date  may be
         exercised  according to the terms of the related  agreements  and shall
         continue to be governed by and  interpreted  consistent  with the terms
         hereof.



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