Exhibit 10.6



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


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

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



<PAGE>


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

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


<PAGE>

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

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

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

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


<PAGE>

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

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

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

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


<PAGE>

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

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

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

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

x.       Record Dates, Etc. In case:



<PAGE>

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

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

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

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

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



<PAGE>

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

xiii.    Covenants and Representations of the Company.

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

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

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


<PAGE>

xiv.     Covenants and Representations of the Holder.

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

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

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



<PAGE>

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

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

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

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


<PAGE>

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

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

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

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

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

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

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

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

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

















<PAGE>

         Dated:  October 20, 2004.

ATTEST:                                            GREENBRIAR CORPORATION.


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



ADDRESS OF HOLDER:                                   HOLDER:


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

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




<PAGE>

                                SUBSCRIPTION FORM

                                                     Dated: ____________________

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

TO:      Greenbriar Corporation

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

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

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

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



                                    z___________________________________________
                                    Signature




                     INSTRUCTIONS FOR REGISTRATION OF STOCK

                     INSTRUCTIONS FOR REGISTRATION OF STOCK

Name____________________________________________________________________________
                  (please typewrite or print in block letters)

Address_________________________________________________________________________

________________________________________________________________________________


Signature_______________________________________________________________________



<PAGE>

                                 ASSIGNMENT FORM


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

Name____________________________________________________________________________
         (please typewrite or print in block letters)

Address_________________________________________________________________________

________________________________________________________________________________


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





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



Dated:__________________________           Signature____________________________