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EXHIBIT 99.2
NEVADA SEA INVESTMENTS, INC.
00000 X. Xxxxxxx Xxxxxxxxxx
Xxxxx 000
Xxxxxx, XX 00000
214/750-5800
214/361-0964 FAX
May 31, 1996
Greenbriar Corporation
(formerly Medical Resource
Companies of America)
0000 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: President
RE: Wespac Investors Trust III
Gentlemen:
By agreement effective May 12, 1995, Greenbriar Corporation (formerly Medical
Resource Companies of America) ("Greenbriar") granted an option to Nevada Sea
Investments, Inc. ("Nevada Sea") to purchase a judgement form a California
court (the "Judgement") against Wespac Investors Trust III ("Wespac") and all
of Greenbriar's claim against Wespac in bankruptcy proceedings in the United
States Bankruptcy Court for the Eastern District of Washington (Case No.
94-00228-K11), including any stock, property or rights resulting therefrom
(the "Claim"), which option was in lieu of any other agreement among the
parties, written or verbal, relating to Wespac (the "Original Option"). As a
result of the various negotiations among the creditors in the bankruptcy
proceeding, for the benefit of all future creditors and shareholders of Wespac,
Geenbriar and Nevada Sea have determined that the Original Option should be
rescinded and terminated.
Subject to all of the terms and conditions hereof, Greenbriar and Nevada Sea
hereby agreed as follows:
1. Rescission of Original Option. The Original Option is hereby rescinded
and declared null, void and of no further force or effect, which
declaration is deemed to occur, ab initio, as of the time of its original
issuance. Not withstanding the rescission the consideration paid for the
Original Option shall be retained by Greenbriar.
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Greenbriar Corporation
Page 2
May 31, 1996
2. Settlement of Shares. Contemporaneously with the execution of this letter
agreement, Greenbriar hereby conveys unto Nevada Sea an undivided 50%
interest in and to the Judgement and the Claim, which will result in an
undivided interest of 25% out of an aggregate of 50% new shares of
beneficial interest of Wespac referred to in the bankruptcy plan as the New
Common Stock, on a "when issued" basis.
3. No Sale of Shares. Greenbriar hereby covenants and agrees that it will
not, without the prior written consent of Nevada Sea, sell or dispose of
any of the 25% of total Wespac shares which Greenbriar receives under the
Plan.
NEVADA SEA INVESTMENTS, INC.
By: /s/ X. XXXXX XXXXXXX
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GREENBRIAR CORPORATION
By: /s/ XXXX X. XXXXXXX
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