GREENBRIAR CORP
PROMISSORY NOTE TO VESTIN MORTGAGE
<DOCUMENT>
<TYPE>EX-10.23.3
<SEQUENCE>6
<FILENAME>green8k070101ex10233.txt
<DESCRIPTION>PROMISSORY NOTE TO VESTIN MORTGAGE
<TEXT>

                                                                EXHIBIT 10.23.3.
                                                                ----------------


                                 PROMISSORY NOTE
                                 ---------------


$12,000,000.00                                                     July 12, 2001

--------------------------------------------------------------------------------

       For value received,  Wedgwood  Partners,  Ltd.,  Limited  Partnership,  a
Nevada limited partnership (hereinafter referred to as the "Borrower"), promises
to pay to the order of Vestin Mortgage, Inc., a Nevada corporation, (hereinafter
referred to as the "Lender"), at the address set forth in Paragraph 17 below, or
at such other place as the Lender may designate in writing from time to time, in
lawful  money of the United  States,  the  principal  sum of Twelve  Million and
No/100 U.S. Dollars  ($12,000,000.00),  advanced or to be advanced with interest
from the date hereof on said principal sum and on all unpaid  balances hereof at
the rate of fourteen and one half percent (14.5%) per annum. The annual interest
rate for this Note is computed on a 365/360 basis,  that is,  applying the ratio
of the annual interest rate over a hypothetical year of 360 days,  multiplied by
the outstanding  principal balance,  multiplied by the actual number of days the
principal  balance is  outstanding,  unless such  calculation  would result in a
usurious rate, in which case interest shall be calculated on a per diem basis of
a year of 365 or 366 days, as the case may be.

       1.     Scheduled  Payments.  Payments of  interest  only shall be due and
              payable  monthly.  The  first  payment  shall be due on or  before
              August 25, 2001, and subsequent payments shall be due on or before
              the same day of each month  thereafter until the Maturity Date (as
              defined  below).  All payments  made or due  hereunder,  including
              without  limitation,   monthly  payments,   principal  reductions,
              repayment of advancements and expenses,  and payoffs, must be made
              by 5:00pm Pacific Time to be effective that day. All payments made
              after  5:00pm  Pacific  Time  shall be  deemed  late and  shall be
              applied to the next  business  day. All payments made on or before
              12:00pm on the date the payment is due shall  entitle  Borrower to
              pay a discounted rate of interest on the unpaid principal  balance
              of this Note at a rate of fourteen percent (14%) per annum.

       2.     Maturity.  The entire outstanding unpaid principal balance of this
              Promissory Note (the "Note"), together with all accrued and unpaid
              interest due under this Note shall be due and payable on or before
              July 12, 2002 (the "Maturity  Date"), or on such earlier date that
              this Note  becomes  due and  payable as a result of  acceleration,
              prepayment, or as otherwise provided herein.

       3.     Extension  of Note.  Provided no Default  (as  defined  below) has
              occurred and no event has occurred  that may result in an event of
              default,  this Note may be extended for four (4) consecutive terms
              of three (3) months  each.  In order to  exercise  its right to an
              extension,  Borrower  must:  (i) give Lender written notice thirty
              (30) days prior to the Maturity  Date (as revised  pursuant to the
              extensions  contemplated hereby); and (ii) pay Lender a fee of two
              percent (2%) of the  outstanding  principal  loan balance for each
              extension exercised.


                                 Page 28 of 200
<PAGE>

       4.     Application  of Payments.  All payments,  including any prepayment
              shall be  applied in any order that  Lender may  determine  in its
              sole and absolute discretion.

       5.     Prepayment.  Borrower may prepay the principal amount  outstanding
              hereunder,  in whole or in part, at any time, without penalty. Any
              partial  prepayment  shall be  applied as  described  in Section 4
              above.

       6.     Default  Acceleration.   At  the  option  of  Lender,  the  entire
              principal  balance and accrued interest owing hereon shall at once
              become due and payable  without  further notice or demand upon the
              occurrence at any time of any Default  (defined  below).  The term
              "Default"  shall  mean  the  occurrence  of the  following  events
              relating to any party liable for the payment of this Note, whether
              as maker, endorser, guarantor, surety or otherwise:

                     (a)    default in the punctual  payment of any  installment
                            of principal  and/or  interest due hereunder,  or in
                            the   performance   of  any  of  the   covenants  or
                            provisions of the Deed of Trust (Security Agreement,
                            Assignment  of  Leases,   Assignment  of  Rents  and
                            Financing Statement),  Mortgage (Security Agreement,
                            Assignment  of  Leases,   Assignment  of  Rents  and
                            Financing Statement),  Financing Statements,  or any
                            other Loan  Document  (as defined  herein)  securing
                            this Note or evidencing the Loan referenced hereby;

                     (b)    the  liquidation,   termination  or  dissolution  of
                            Borrower or Guarantor;

                     (c)    the  application  for or  consent  in writing to the
                            appointment of a receiver,  trustee or liquidator of
                            Borrower or Guarantor;

                     (d)    filing a voluntary petition in bankruptcy,  or admit
                            in writing  Borrower's or  Guarantor's  inability to
                            pay  Borrower's  or  Guarantor's  debts as they come
                            due;

                     (e)    making  a  general  assignment  for the  benefit  of
                            creditors;

                     (f)    filing a petition or answer  seeking  reorganization
                            or  rearrangement  with creditor or taking advantage
                            of any insolvency law; and

                     (g)    filing an answer admitting the material  allegations
                            of a petition filed against Borrower or Guarantor in
                            any   bankruptcy,   reorganization,   insolvency  or
                            similar proceedings.



                                 Page 29 of 200
<PAGE>

              Notwithstanding  the foregoing,  Lender will give Borrower written
              notice  and ten (10) days to cure  Borrower's  failure to pay real
              property  taxes  and/or  insurance  premiums  relating to the real
              property  collateral  described below. The Lender may exercise its
              option to accelerate during any default by the Borrower regardless
              of any prior forbearance.

       7.     No Waiver By  Lender.  From time to time,  without  affecting  the
obligation of the Borrower to pay the outstanding principal balance of this Note
and observe the  covenants of the Borrower  contained  herein and under the Loan
Documents  (as defined  below),  without  affecting  the guaranty of any person,
corporation,  partnership  or  other  entity  for  payment  of  the  outstanding
principal  balance of this  Note,  without  giving  notice to or  obtaining  the
consent of the Borrower,  and without  liability on the part of the Lender,  the
Lender may, in its sole and absolute discretion,  extend the time for payment of
the  outstanding  principal  balance,  or any part thereof,  reduce the payments
thereon,  release anyone liable on any outstanding  principal balance,  accept a
renewal of this Note, agree in writing with the Borrower to modify the terms and
time of payment of the outstanding  principal  balance of this Note, join in any
extension or subordination  agreement,  release any security given herefor, take
or release other or additional security,  and agree in writing with the Borrower
to modify the rate of  interest of this Note or change the amount of the monthly
payments hereunder.

       8.     Default  Rate of  Interest.  During the  existence  of any default
hereunder or under any  instrument  securing or  evidencing  the loan  evidenced
hereby and the continuance  thereof beyond any applicable  cure period,  if any,
the entire unpaid balance of principal  shall bear interest at the lesser of the
highest  rate  permitted  by  applicable  law, or the rate of twenty one percent
(21%) per annum.

       9.     Charge for Late  Payment.  In the event that any  installment  due
hereunder is not paid when due, Borrower shall pay as agreed liquidated  damages
to the  Lender a late  charge  equal to  $250.00  to  compensate  Lender for the
administrative expenses resulting from said late payment.

       10.    Costs of Collection. If this Note is not paid when due, whether at
maturity or by acceleration, or if it is collected through a bankruptcy, probate
or other court,  whether before or after  maturity,  Borrower  agrees to pay the
reasonable  attorney's  fees and all  reasonable  expenses  and actual  costs of
litigation and costs of court incurred by Lender.

       11.    Closing  Costs.  The loan  evidenced  by this Note shall be closed
without  expense to Lender,  it being  understood  and agreed that all  expenses
necessary  and usual to a  transaction  of this kind shall be paid by  Borrower,
such expenses to include,  without  limitation,  due diligence fees,  reasonable
attorney's fees and costs, loan fees,  appraisal fees, title insurance premiums,
and  recording  fees  all  arising  in  connection   with  the  negotiation  and
preparation  of this Note and all  documents to be executed in  connection  with
this Note (the "Loan Documents").


                                 Page 30 of 200
<PAGE>

       12.    Waivers  by  Borrower.  Borrower  and  all  other  parties  now or
hereafter liable for the payment hereof, whether as endorser,  guarantor, surety
or  otherwise,  severally  waive  demand,  presentment,   notice  of  intent  to
accelerate, notice of acceleration, notice of dishonor, diligence in collecting,
grace,  notice,  protest,  and any and all other notices and demands whatsoever,
and agree to remain bound by this Note until the principal and interest are paid
in full  notwithstanding any extension of time for payment which may be granted,
even though the period of  extension  be  indefinite,  and  notwithstanding  any
inaction  by, or  failure to assert  any right  available  to the holder of this
Note.

       13.    Security for Note.  This Note is secured by: (i) a first lien Deed
of Trust (Security  Agreement,  Assignment of Leases,  Assignment of Rents,  and
Financing  Statement)  of even date  herewith from Borrower to Charles S. Brown,
Trustee for the benefit of Lender,  covering land located in Harlingen,  Cameron
County,  Texas, and as more particularly  described  therein;  (ii) a first lien
Mortgage  (Security  Agreement,  Assignment of Leases,  Assignment of Rents, and
Financing  Statement) of even date  herewith  from Borrower to Lender,  covering
land  located  in  Roswell,  Chaves  County,  New  Mexico;  (iii)  a  pledge  of
$12,000,000.00  in  preferred  stock  in  Greenbriar  Corporation;  and (iv) the
Guaranty of Greenbriar Corporation, a Nevada corporation.

       14.    Assignment  by Lender.  The Lender shall have the right to assign,
in whole or in  part,  this  Note,  any  other  Loan  Documents  and all  rights
hereunder and thereunder,  and all provisions  herein and therein shall continue
to apply to the Loan.  The Lender shall have the right to  participate  the Loan
with other parties.

       15.    [RESERVED].

       16.    [RESERVED].

       17.    Notices.  Any notice or other communication  required or permitted
to be given hereto  shall be in writing,  and shall be deemed to have been given
and received if placed in the United States mail,  certified,  postage  prepaid,
return receipt requested, or federal express, addressed as follows:

       If to Borrower:         Wedgwood Partners, Ltd., Limited Partnership
                               Attention:  Mr. Jim Gilley
                               650 Centura Tower One
                               14175 Dallas Parkway
                               Dallas, Texas 75240

       If to Lender:           Vestin Mortgage, Inc.
                               Attention: Mr. Steve Byrne
                               2901 El Camino Avenue, Suite 206
                               Las Vegas, Nevada 89102



                                 Page 31 of 200
<PAGE>

       18.    Business Loan.  Borrower  warrants and represents to Lender and to
all other owners and holders of any indebtedness evidenced hereby that all loans
evidenced by this Note are and shall be "business loans" as such term is used in
the Depository  Institutions  Deregulation  and Monetary Control Act of 1980, as
amended, and such loans are for business, commercial,  investment or the similar
purpose and not primarily for personal,  family,  household or agricultural use,
as such terms are defined in Regulation Z of the Federal Reserve Board.

       19.    Severability.  In case any one or more of the provisions contained
in  this  Note  shall  for  any  reason  be  held  to be  invalid,  illegal,  or
unenforceable in any respect,  to the extent such invalidity or unenforceability
does not destroy the basis of the bargain  among the parties,  such  invalidity,
legality, or unenforceability shall not affect any other provision hereof and to
the extent such invalidity or uneforceability  does not destroy the basis of the
bargain  among the parties  hereto,  this Note shall be  constructed  as if such
invalid, illegal, or unenforceable provision had never been contained herein.

       20.    Plural Names; Gender. Whenever required by the context, as used in
the Note,  the singular  number shall  include the plural and the neutral  shall
include the masculine or feminine gender or vice versa.

       21.    Legal  Construction;   Governing  Law.  This  Note  shall  not  be
construed  against any party or less favorably by reason of authorship or origin
of  language.  This Note shall be  governed  by and  construed  and  enforced in
accordance  with  the  laws  (without  giving  effect  to  the  conflict  of law
principles thereof) of the state of Nevada, except as described in Section 10.08
of the Deed of Trust and  Mortgage  securing  this  Note.  Any  legal  action or
proceeding  with  respect to this Note may be brought in the courts of the state
of Nevada or, if the requisites of jurisdiction  obtain, of the United States of
America  sitting  in Clark  County,  State of  Nevada  (except  for  foreclosure
proceedings and other  proceedings  against the property which proceedings shall
be governed by Texas and/or New Mexico law,  respectively;  provided  that under
all circumstances any issue or issues relating to the amount or rate of interest
that may be  lawfully  contracted  for,  charged,  taken,  reserved  or received
hereunder  or under any of the other loan  documents  shall be  governed  by and
construed in accordance  with the laws of the state of Nevada).  Upon  execution
and delivery hereof, Borrower accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid courts. Nothing
herein,  however, shall affect the right of Lender to commence legal proceedings
or otherwise proceed against borrower in any other jurisdiction.

       22.    Time  of  Essence.  Time  is  of  the  essence.  Unless  otherwise
specified,  all  references to "days" shall mean and refer to calendar  days. In
the event the date for performance of any obligations  hereunder shall fall on a
weekend  or  Nevada  legal  banking  holiday,  then  that  obligation  shall  be
performable on the next following regular business day.


                                 Page 32 of 200
<PAGE>

       23.    Binding  Effect.  This Note shall be binding upon and inure to the
benefit  of  the  parties  hereto  and  their   respective   heirs,   executors,
representatives, successors and assigns where permitted by this Note.

       24.    Subsequent  Holders.  Whenever  the term  "Lender" is used in this
Note, such term shall defined to include any subsequent  owner,  owners,  holder
and/or holders of this Note.

       25.    Headings.  The descriptive headings of the paragraphs of this Note
are inserted for convenience only and do not constitute a part of this Note.

       26.    Notice to Borrower Concerning Refinance of this Loan. THIS LOAN IS
PAYABLE IN FULL AT MATURITY.  YOU MUST REPAY THE ENTIRE PRINCIPAL BALANCE OF THE
LOAN AND UNPAID  INTEREST  THEN DUE.  LENDER IS UNDER NO OBLIGATION TO REFINANCE
THE LOAN AT THAT TIME. YOU WILL,  THEREFORE,  BE REQUIRED TO MAKE PAYMENT OUT OF
OTHER  ASSETS THAT YOU MAY OWN, OR YOU WILL HAVE TO FIND A LENDER,  WHICH MAY BE
THE  LENDER  YOU HAVE THIS LOAN  WITH,  WILLING  TO LEND YOU THE  MONEY.  IF YOU
REFINANCE  THIS LOAN AT MATURITY,  YOU WILL HAVE TO PAY ALL OF THE CLOSING COSTS
NORMALLY ASSOCIATED WITH A NEW LOAN EVEN IF YOU OBTAIN REFINANCING FROM THE SAME
LENDER.

Borrower:
--------

Wedgwood Partners, Ltd., Limited Partnership

         By:      GRB, LLC, a
                  Nevada limited liability company, general partner

                  By:      Greenbriar Acquisition Corporation, a
                           Nevada corporation, manager



                           By:      /s/ Gene S. Bertcher
                                    ----------------------------------

                           Name:    Gene S. Bertcher
                                    ----------------------------------

                           Title:   Executive Vice President
                                    ----------------------------------





                                 Page 33 of 200

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