Exhibit 10.5

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


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

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

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

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

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

<PAGE>

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

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

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

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

<PAGE>

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

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

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

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


<PAGE>

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

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

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

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

7. Record Dates, Etc. In case:

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

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

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


<PAGE>

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

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

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

10.      Covenants and Representations of the Company.

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


<PAGE>

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

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

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

11.      Covenants and Representations of the Holder.

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

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

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


<PAGE>

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

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

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

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

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

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


<PAGE>

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

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

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

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

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

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

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

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



<PAGE>

         Dated: October 20, 2004.

ATTEST:


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



<PAGE>


GREENBRIAR CORPORATION.




ADDRESS OF HOLDER:                                   HOLDER:


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

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



<PAGE>

                                SUBSCRIPTION FORM

                                                     Dated: ____________________

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

TO:      Greenbriar Corporation

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

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

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

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



                                              __________________________________
                                              Signature




                     INSTRUCTIONS FOR REGISTRATION OF STOCK

Name____________________________________________________________________________
                  (please typewrite or print in block letters)

Address_________________________________________________________________________

________________________________________________________________________________


Signature_______________________________________________________________________





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                                 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____________________________