Bylaws Bylaws Of - PROBEX CORP - 12-22-2000 by PRBX-Agreements

VIEWS: 2 PAGES: 328

									EXHIBIT 3.2 BYLAWS OF PROBEX CORP.

BYLAWS OF PROBEX CORP. TABLE OF CONTENTS
ARTICLE 1 - OFFICES ...................................................................... Section 1.1. Registered Office .................................................. Section 1.2. Other Offices ...................................................... ARTICLE 2 - MEETINGS OF STOCKHOLDERS ..................................................... Section 2.l. Place of Meetings ................................................. Section 2.2. Annual Meetings ................................................... Section 2.3. Notice of Annual Meeting .......................................... Section 2.4. Voting List ....................................................... Section 2.5. Special Meetings .................................................. Section 2.6. Notice of Special Meetings ........................................ Section 2.7. Quorum ............................................................ Section 2.8. Order of Business ................................................. Section 2.9. Majority Vote ..................................................... Section 2.10. Method of Voting .................................................. Section 2.11. Action by Written Consent of Stockholders ......................... ARTICLE 3 - DIRECTORS .................................................................... Section 3.1. General Powers .................................................... Section 3.2. Number of Directors ............................................... Section 3.3. Election Qualification and Term of Office of Directors ............ Section 3.4. Nomination of Directors ........................................... Section 3.5. Regular Meetings .................................................. Section 3.6. Special Meetings .................................................. Section 3.7. Quorum, Majority Vote ............................................. Section 3.8. Action Without Meeting ............................................ Section 3.9. Telephone and Similar Meetings .................................... Section 3.10. Notice of Meetings ................................................ Section 3.11. Rules and Regulations ............................................. Section 3.12. Resignations ...................................................... Section 3.13. Removal of Directors .............................................. Section 3.14. Vacancies ......................................................... Section 3.15. Compensation of Directors ......................................... ARTICLE 4 - EXECUTIVE AND OTHER COMMITTEES ............................................... Section 4.1. Executive Committee ............................................... Section 4.2. Other Committees .................................................. Section 4.3. Procedure; Meetings; Quorum ....................................... 1 1 1 1 1 1 2 2 2 2 3 3 4 4 4 5 5 5 5 5 7 7 7 7 8 8 8 9 9 9 9 10 10 11 11

i
ARTICLE 5 - NOTICES ...................................................................... Section 5.l. Method ............................................................. Section 5.2. Waiver ............................................................. ARTICLE 6 - OFFICERS ..................................................................... Section 6.1. Election, Qualification ............................................ Section 6.2. Salary ............................................................. Section 6.3. Term, Removal ...................................................... 13 13 13 13 13 14 14

BYLAWS OF PROBEX CORP. TABLE OF CONTENTS
ARTICLE 1 - OFFICES ...................................................................... Section 1.1. Registered Office .................................................. Section 1.2. Other Offices ...................................................... ARTICLE 2 - MEETINGS OF STOCKHOLDERS ..................................................... Section 2.l. Place of Meetings ................................................. Section 2.2. Annual Meetings ................................................... Section 2.3. Notice of Annual Meeting .......................................... Section 2.4. Voting List ....................................................... Section 2.5. Special Meetings .................................................. Section 2.6. Notice of Special Meetings ........................................ Section 2.7. Quorum ............................................................ Section 2.8. Order of Business ................................................. Section 2.9. Majority Vote ..................................................... Section 2.10. Method of Voting .................................................. Section 2.11. Action by Written Consent of Stockholders ......................... ARTICLE 3 - DIRECTORS .................................................................... Section 3.1. General Powers .................................................... Section 3.2. Number of Directors ............................................... Section 3.3. Election Qualification and Term of Office of Directors ............ Section 3.4. Nomination of Directors ........................................... Section 3.5. Regular Meetings .................................................. Section 3.6. Special Meetings .................................................. Section 3.7. Quorum, Majority Vote ............................................. Section 3.8. Action Without Meeting ............................................ Section 3.9. Telephone and Similar Meetings .................................... Section 3.10. Notice of Meetings ................................................ Section 3.11. Rules and Regulations ............................................. Section 3.12. Resignations ...................................................... Section 3.13. Removal of Directors .............................................. Section 3.14. Vacancies ......................................................... Section 3.15. Compensation of Directors ......................................... ARTICLE 4 - EXECUTIVE AND OTHER COMMITTEES ............................................... Section 4.1. Executive Committee ............................................... Section 4.2. Other Committees .................................................. Section 4.3. Procedure; Meetings; Quorum ....................................... 1 1 1 1 1 1 2 2 2 2 3 3 4 4 4 5 5 5 5 5 7 7 7 7 8 8 8 9 9 9 9 10 10 11 11

i
ARTICLE 5 - NOTICES ...................................................................... Section 5.l. Method ............................................................. Section 5.2. Waiver ............................................................. ARTICLE 6 - OFFICERS ..................................................................... Section 6.1. Election, Qualification ............................................ Section 6.2. Salary ............................................................. Section 6.3. Term, Removal ...................................................... Section 6.4. Resignation ........................................................ Section 6.5. Vacancies .......................................................... Section 6.6. Chairman of the Board .............................................. Section 6.7. President .......................................................... Section 6.8. Vice Presidents .................................................... Section 6.9. Secretary .......................................................... Section 6.10. Assistant Secretary ............................................... Section 6.11. Treasurer ......................................................... Section 6.12. Assistant Treasurer ............................................... ARTICLE 7 - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS .................................................. Section 7.1. Third-Party Actions ................................................ Section 7.2. Derivative Actions ................................................. Section 7.3. Determination of Indemnification ................................... Section 7.4. Right to Indemnification ........................................... 13 13 13 13 13 14 14 14 14 14 15 15 16 16 16 17

17 17 18 19 19

ARTICLE 5 - NOTICES ...................................................................... Section 5.l. Method ............................................................. Section 5.2. Waiver ............................................................. ARTICLE 6 - OFFICERS ..................................................................... Section 6.1. Election, Qualification ............................................ Section 6.2. Salary ............................................................. Section 6.3. Term, Removal ...................................................... Section 6.4. Resignation ........................................................ Section 6.5. Vacancies .......................................................... Section 6.6. Chairman of the Board .............................................. Section 6.7. President .......................................................... Section 6.8. Vice Presidents .................................................... Section 6.9. Secretary .......................................................... Section 6.10. Assistant Secretary ............................................... Section 6.11. Treasurer ......................................................... Section 6.12. Assistant Treasurer ............................................... ARTICLE 7 - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS .................................................. Section 7.1. Third-Party Actions ................................................ Section 7.2. Derivative Actions ................................................. Section 7.3. Determination of Indemnification ................................... Section 7.4. Right to Indemnification ........................................... Section 7.5. Advance of Expenses ................................................ Section 7.6. Indemnification Not Exclusive ...................................... Section 7.7. Insurance .......................................................... Section 7.8. Definitions of Certain Terms ....................................... Section 7.9. Liability of Directors ............................................. ARTICLE 8 - CERTIFICATES OF STOCK ........................................................ Section 8.1. Certificates ....................................................... Section 8.2. Facsimile Signatures ............................................... Section 8.3. Lost Certificates .................................................. Section 8.4. Transfers of Stock ................................................. Section 8.5. Fixing Record Date ................................................. Section 8.6. Registered Stockholders ............................................ ARTICLE 9 - AFFILIATED TRANSACTIONS ...................................................... Section 9.1. Validity ........................................................... Section 9.2. Disclosure, Approval; Fairness ..................................... Section 9.3. Nonexclusive ....................................................... ARTICLE 10 - GENERAL PROVISIONS .......................................................... Section 10.1. Dividends .........................................................

13 13 13 13 13 14 14 14 14 14 15 15 16 16 16 17

17 17 18 19 19 20 20 20 20 21 22 22 22 22 23 23 23 24 24 24 25 25 25

ii
Section Section Section Section Section 10.2. 10.3. 10.4. 10.5. 10.6. Reserves .......................................................... Annual Statement .................................................. Checks ............................................................ Fiscal Year ....................................................... Seal .............................................................. 25 26 26 26 26 26 26

ARTICLE 11 - AMENDMENTS .................................................................. Section 11.1. Amendments ........................................................

iii

PROBEX CORP. BYLAWS ARTICLE I OFFICES

Section Section Section Section Section

10.2. 10.3. 10.4. 10.5. 10.6.

Reserves .......................................................... Annual Statement .................................................. Checks ............................................................ Fiscal Year ....................................................... Seal ..............................................................

25 26 26 26 26 26 26

ARTICLE 11 - AMENDMENTS .................................................................. Section 11.1. Amendments ........................................................

iii

PROBEX CORP. BYLAWS ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.2. Other Offices. The Corporation may also have offices at such other places, either within or without the State of Delaware, as the Board of Directors may from time to time determine or as the business of the Corporation may require. ARTICLE 2 MEETINGS OF STOCKHOLDERS Section 2.l. Place of Meetings. All meetings of the stockholders shall be held at the office of the corporation or at such other places as may be fixed from time to time by the Board of Directors, either within or without the State of Delaware, and stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2.2. Annual Meetings. Annual meetings of stockholders, commencing with the year 2000, shall be held at the time and place to be selected by the Board of Directors. If such day is a legal holiday, then the annual meeting shall be held on the next following business day. At the annual meeting, the stockholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting. 1

Section 2.3. Notice of Annual Meeting. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the annual meeting. Section 2.4. Voting List. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 2.5. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the Chairman of the Board or the President and shall be called by the President or Secretary at the request in writing of a majority of

PROBEX CORP. BYLAWS ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.2. Other Offices. The Corporation may also have offices at such other places, either within or without the State of Delaware, as the Board of Directors may from time to time determine or as the business of the Corporation may require. ARTICLE 2 MEETINGS OF STOCKHOLDERS Section 2.l. Place of Meetings. All meetings of the stockholders shall be held at the office of the corporation or at such other places as may be fixed from time to time by the Board of Directors, either within or without the State of Delaware, and stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2.2. Annual Meetings. Annual meetings of stockholders, commencing with the year 2000, shall be held at the time and place to be selected by the Board of Directors. If such day is a legal holiday, then the annual meeting shall be held on the next following business day. At the annual meeting, the stockholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting. 1

Section 2.3. Notice of Annual Meeting. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the annual meeting. Section 2.4. Voting List. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 2.5. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the Chairman of the Board or the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors. Such request shall state the purpose or purposes of the proposed meeting. Section 2.6. Notice of Special Meetings. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Business transacted at any special meeting of the stockholders shall be limited to the purposes stated in the notice. 2

Section 2.3. Notice of Annual Meeting. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the annual meeting. Section 2.4. Voting List. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 2.5. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the Chairman of the Board or the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors. Such request shall state the purpose or purposes of the proposed meeting. Section 2.6. Notice of Special Meetings. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Business transacted at any special meeting of the stockholders shall be limited to the purposes stated in the notice. 2

Section 2.7. Quorum. The holders of a majority of the voting power (as determined by the Certificate of Incorporation of the Corporation) of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 2.8. Order of Business. At each meeting of the stockholders, one of the following persons, in the order in which they are listed (and in the absence of the first, the next, and so on), shall serve as chairman of the meeting: Chairman of the Board, President, Vice Presidents (in the order of their seniority if more than one), Secretary and Treasurer. The order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the 3

Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof, and the opening and closing of the voting polls. Section 2.9. Majority Vote. When a quorum is present at any meeting, the vote of the holders of a majority of the voting power (as determined by the Certificate of Incorporation of the Corporation) of the stock of the Corporation possessing voting power, present in person or represented by proxy, shall decide any question

Section 2.7. Quorum. The holders of a majority of the voting power (as determined by the Certificate of Incorporation of the Corporation) of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 2.8. Order of Business. At each meeting of the stockholders, one of the following persons, in the order in which they are listed (and in the absence of the first, the next, and so on), shall serve as chairman of the meeting: Chairman of the Board, President, Vice Presidents (in the order of their seniority if more than one), Secretary and Treasurer. The order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the 3

Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof, and the opening and closing of the voting polls. Section 2.9. Majority Vote. When a quorum is present at any meeting, the vote of the holders of a majority of the voting power (as determined by the Certificate of Incorporation of the Corporation) of the stock of the Corporation possessing voting power, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the Delaware statutes or of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question. Section 2.10. Method of Voting. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 2.11. Action by Written Consent of Stockholders. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required by law, the Certificate of Incorporation or these Bylaws to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation. 4

ARTICLE 3 DIRECTORS Section 3.1. General Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, by the Certificate of Incorporation of the Corporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof, and the opening and closing of the voting polls. Section 2.9. Majority Vote. When a quorum is present at any meeting, the vote of the holders of a majority of the voting power (as determined by the Certificate of Incorporation of the Corporation) of the stock of the Corporation possessing voting power, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the Delaware statutes or of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question. Section 2.10. Method of Voting. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 2.11. Action by Written Consent of Stockholders. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required by law, the Certificate of Incorporation or these Bylaws to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation. 4

ARTICLE 3 DIRECTORS Section 3.1. General Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, by the Certificate of Incorporation of the Corporation or by these Bylaws directed or required to be exercised or done by the stockholders. Section 3.2. Number of Directors. Except as otherwise fixed by or pursuant to the provisions of Article 5 of the Certificate of Incorporation relating to the rights of the holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation, the number of directors constituting the Board of Directors shall be such number as shall be from time to time specified by resolution of the Board of Directors; provided, however, no director's term shall be shortened by reason of a resolution reducing the number of directors. The number of directors of the Corporation shall not be less than one (1). Section 3.3. Election Qualification and Term of Office of Directors. Directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. Directors need not be stockholders unless so required by the Certificate of Incorporation or these Bylaws, wherein other qualifications for directors may be prescribed. Each director, including a director elected to fill a vacancy, shall hold office until such director's successor is elected and qualified or until the earlier of such director's death, resignation or removal. Elections of directors need not be by written ballot. Section 3.4. Nomination of Directors. Subject to the rights of the holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation, 5

nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of directors. Any stockholder entitled to vote for the election of directors at a meeting may nominate persons for election as directors only if written notice of such stockholder's intent to make such

ARTICLE 3 DIRECTORS Section 3.1. General Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, by the Certificate of Incorporation of the Corporation or by these Bylaws directed or required to be exercised or done by the stockholders. Section 3.2. Number of Directors. Except as otherwise fixed by or pursuant to the provisions of Article 5 of the Certificate of Incorporation relating to the rights of the holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation, the number of directors constituting the Board of Directors shall be such number as shall be from time to time specified by resolution of the Board of Directors; provided, however, no director's term shall be shortened by reason of a resolution reducing the number of directors. The number of directors of the Corporation shall not be less than one (1). Section 3.3. Election Qualification and Term of Office of Directors. Directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. Directors need not be stockholders unless so required by the Certificate of Incorporation or these Bylaws, wherein other qualifications for directors may be prescribed. Each director, including a director elected to fill a vacancy, shall hold office until such director's successor is elected and qualified or until the earlier of such director's death, resignation or removal. Elections of directors need not be by written ballot. Section 3.4. Nomination of Directors. Subject to the rights of the holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation, 5

nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of directors. Any stockholder entitled to vote for the election of directors at a meeting may nominate persons for election as directors only if written notice of such stockholder's intent to make such nomination is given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Corporation not later than (a) with respect to an election to be held at an annual meeting of stockholders, ninety (90) days in advance of such meeting, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, the close of business on the seventh (7th) day following the date on which notice of such meeting is first given to stockholders. Each such notice shall set forth: (i) the name and address of the stockholder who intends to make the nomination and of the person or persons intended to be nominated; (ii) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (iv) such other information regarding each nominee proposed by such stockholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated, or intended to be nominated, by the Board of Directors; and (v) the consent of each nominee to serve as a director of the corporation if so elected. The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure. 6

Section 3.5. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such times and at such places as shall from time to time be determined by the Board of Directors. Section 3.6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President, and shall be called by the President or Secretary on the written request of two directors unless the Board of Directors consists of only one director, in which case special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of the sole director.

nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of directors. Any stockholder entitled to vote for the election of directors at a meeting may nominate persons for election as directors only if written notice of such stockholder's intent to make such nomination is given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Corporation not later than (a) with respect to an election to be held at an annual meeting of stockholders, ninety (90) days in advance of such meeting, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, the close of business on the seventh (7th) day following the date on which notice of such meeting is first given to stockholders. Each such notice shall set forth: (i) the name and address of the stockholder who intends to make the nomination and of the person or persons intended to be nominated; (ii) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (iv) such other information regarding each nominee proposed by such stockholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated, or intended to be nominated, by the Board of Directors; and (v) the consent of each nominee to serve as a director of the corporation if so elected. The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure. 6

Section 3.5. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such times and at such places as shall from time to time be determined by the Board of Directors. Section 3.6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President, and shall be called by the President or Secretary on the written request of two directors unless the Board of Directors consists of only one director, in which case special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of the sole director. Section 3.7. Quorum, Majority Vote. At all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 3.8. Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if a consent in writing, setting forth the action so taken shall be signed by all of the directors or committee members, as the case may be, entitled to vote with respect to the subject matter thereof, and such consent shall have the same force and effect, as of the date stated therein, as a unanimous vote of such directors or committee members, as the case may be, and may be stated as such in any document filed with the Secretary of State of Delaware or in any certificate or other document 7

delivered to any person. The consent may be in one or more counterparts so long as each director or committee member signs one of the counterparts. The signed consent shall be placed in the minute books of the Corporation. Section 3.9. Telephone and Similar Meetings. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors, or such committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 3.5. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such times and at such places as shall from time to time be determined by the Board of Directors. Section 3.6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President, and shall be called by the President or Secretary on the written request of two directors unless the Board of Directors consists of only one director, in which case special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of the sole director. Section 3.7. Quorum, Majority Vote. At all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 3.8. Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if a consent in writing, setting forth the action so taken shall be signed by all of the directors or committee members, as the case may be, entitled to vote with respect to the subject matter thereof, and such consent shall have the same force and effect, as of the date stated therein, as a unanimous vote of such directors or committee members, as the case may be, and may be stated as such in any document filed with the Secretary of State of Delaware or in any certificate or other document 7

delivered to any person. The consent may be in one or more counterparts so long as each director or committee member signs one of the counterparts. The signed consent shall be placed in the minute books of the Corporation. Section 3.9. Telephone and Similar Meetings. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors, or such committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. Section 3.10. Notice of Meetings. Notice of regular meetings of the Board of Directors or of any adjourned meeting thereof need not be given. Notice of each special meeting of the Board of Directors shall be sent by mail, facsimile, telephone or electronic transmission, or be delivered personally to each director at such director's residence or usual place of business, at least one (1) day before the day on which the meeting is to be held, but notice need not be given to any director who shall, either before or after the meeting, submit a signed waiver of such notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to such director. Every such notice shall state the time and place but need not state the purpose of the meeting. Section 3.11. Rules and Regulations. The Board of Directors may adopt such rules and regulations not inconsistent with the provisions of law, the Certificate of Incorporation of the Corporation or these Bylaws for the conduct of its meetings and management of the affairs of the Corporation as the Board of Directors may deem proper. 8

Section 3.12. Resignations. Any director of the Corporation may at any time resign by giving written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

delivered to any person. The consent may be in one or more counterparts so long as each director or committee member signs one of the counterparts. The signed consent shall be placed in the minute books of the Corporation. Section 3.9. Telephone and Similar Meetings. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors, or such committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. Section 3.10. Notice of Meetings. Notice of regular meetings of the Board of Directors or of any adjourned meeting thereof need not be given. Notice of each special meeting of the Board of Directors shall be sent by mail, facsimile, telephone or electronic transmission, or be delivered personally to each director at such director's residence or usual place of business, at least one (1) day before the day on which the meeting is to be held, but notice need not be given to any director who shall, either before or after the meeting, submit a signed waiver of such notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to such director. Every such notice shall state the time and place but need not state the purpose of the meeting. Section 3.11. Rules and Regulations. The Board of Directors may adopt such rules and regulations not inconsistent with the provisions of law, the Certificate of Incorporation of the Corporation or these Bylaws for the conduct of its meetings and management of the affairs of the Corporation as the Board of Directors may deem proper. 8

Section 3.12. Resignations. Any director of the Corporation may at any time resign by giving written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 3.13. Removal of Directors. Unless otherwise restricted by the Delaware statutes, by the Certificate of Incorporation or by these Bylaws, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Section 3.14. Vacancies. Subject to the rights of the holders of any class or series of stock having a preference over the common stock of the Corporation as to dividends or upon liquidation, any vacancies on the Board of Directors resulting from death, resignation, removal or other cause, shall only be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors, or by a sole remaining director, and newly created directorships resulting from any increase in the number of directors may be filled by the Board of Directors, or if not so filled, by the stockholders at the next annual meeting thereof or at a special meeting called for that purpose in accordance with Section 2.5 of Article II of these Bylaws. Any director elected in accordance with the preceding sentence of this Section 3.14 shall hold office for the remainder of the full term of such office and until such successor shall have been elected and qualified. Section 3.15. Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each 9

meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 3.12. Resignations. Any director of the Corporation may at any time resign by giving written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 3.13. Removal of Directors. Unless otherwise restricted by the Delaware statutes, by the Certificate of Incorporation or by these Bylaws, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Section 3.14. Vacancies. Subject to the rights of the holders of any class or series of stock having a preference over the common stock of the Corporation as to dividends or upon liquidation, any vacancies on the Board of Directors resulting from death, resignation, removal or other cause, shall only be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors, or by a sole remaining director, and newly created directorships resulting from any increase in the number of directors may be filled by the Board of Directors, or if not so filled, by the stockholders at the next annual meeting thereof or at a special meeting called for that purpose in accordance with Section 2.5 of Article II of these Bylaws. Any director elected in accordance with the preceding sentence of this Section 3.14 shall hold office for the remainder of the full term of such office and until such successor shall have been elected and qualified. Section 3.15. Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each 9

meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. ARTICLE 4 EXECUTIVE AND OTHER COMMITTEES Section 4.1. Executive Committee. The Board of Directors may, by resolution adopted by a majority of the entire Board of Directors, designate annually two (2) or more of its members to constitute members or alternate members of an executive committee, which committee shall have and may exercise, between meetings of the Board of Directors, all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, including, if such committee is so empowered and authorized by resolution adopted by a majority of the entire Board of Directors, the power and authority to declare a dividend and to authorize the issuance of stock, and may authorize the seal of the Corporation to be affixed to all papers which may require it, except that the executive committee shall not have such power or authority with reference to: (a) amending the Certificate of Incorporation of the Corporation; (b) adopting an agreement of merger or consolidation involving the Corporation; (c) recommending to the stockholders the sale, lease or exchange of all or substantially all of the property and assets of the Corporation; 10

(d) recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution; (e) adopting, amending or repealing any Bylaw; (f) filling vacancies on the Board of Directors or on any committee of the Board of Directors, including the

meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. ARTICLE 4 EXECUTIVE AND OTHER COMMITTEES Section 4.1. Executive Committee. The Board of Directors may, by resolution adopted by a majority of the entire Board of Directors, designate annually two (2) or more of its members to constitute members or alternate members of an executive committee, which committee shall have and may exercise, between meetings of the Board of Directors, all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, including, if such committee is so empowered and authorized by resolution adopted by a majority of the entire Board of Directors, the power and authority to declare a dividend and to authorize the issuance of stock, and may authorize the seal of the Corporation to be affixed to all papers which may require it, except that the executive committee shall not have such power or authority with reference to: (a) amending the Certificate of Incorporation of the Corporation; (b) adopting an agreement of merger or consolidation involving the Corporation; (c) recommending to the stockholders the sale, lease or exchange of all or substantially all of the property and assets of the Corporation; 10

(d) recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution; (e) adopting, amending or repealing any Bylaw; (f) filling vacancies on the Board of Directors or on any committee of the Board of Directors, including the executive committee; (g) fixing the compensation of directors for serving on the Board of Directors or on any committee of the Board of Directors, including the executive committee; or (h) amending or repealing any resolution of the Board of Directors which by its terms may be amended or repealed only by the Board of Directors. Section 4.2. Other Committees. The Board of Directors may, by resolution adopted by a majority of the entire Board of Directors, designate from among its members one or more other committees, each of which shall, except as otherwise prescribed by law, have such authority of the Board of Directors as may be specified in the resolution of the Board of Directors designating such committee. A majority of all the members of such committee may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power at any time to change the membership of, to increase or decrease the membership of, to fill all vacancies in and to discharge any such committee, or any member thereof, either with or without cause. Section 4.3. Procedure; Meetings; Quorum. Regular meetings of the executive committee or any other committee of the Board of Directors, of which no notice shall be necessary, may be held at such times and places as shall be fixed by resolution adopted by a majority of the members thereof. Special meetings of the executive committee or any other committee of the Board of Directors shall be called at the request of any member thereof. Notice 11

of each special meeting of the executive committee or any other committee of the Board of Directors shall be sent

(d) recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution; (e) adopting, amending or repealing any Bylaw; (f) filling vacancies on the Board of Directors or on any committee of the Board of Directors, including the executive committee; (g) fixing the compensation of directors for serving on the Board of Directors or on any committee of the Board of Directors, including the executive committee; or (h) amending or repealing any resolution of the Board of Directors which by its terms may be amended or repealed only by the Board of Directors. Section 4.2. Other Committees. The Board of Directors may, by resolution adopted by a majority of the entire Board of Directors, designate from among its members one or more other committees, each of which shall, except as otherwise prescribed by law, have such authority of the Board of Directors as may be specified in the resolution of the Board of Directors designating such committee. A majority of all the members of such committee may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power at any time to change the membership of, to increase or decrease the membership of, to fill all vacancies in and to discharge any such committee, or any member thereof, either with or without cause. Section 4.3. Procedure; Meetings; Quorum. Regular meetings of the executive committee or any other committee of the Board of Directors, of which no notice shall be necessary, may be held at such times and places as shall be fixed by resolution adopted by a majority of the members thereof. Special meetings of the executive committee or any other committee of the Board of Directors shall be called at the request of any member thereof. Notice 11

of each special meeting of the executive committee or any other committee of the Board of Directors shall be sent by mail, facsimile, telephone or electronic transmission, or be delivered personally to each member thereof, not later than the day before the day on which the meeting is to be held, but notice need not be given to any member who shall, either before or after the meeting, submit a signed waiver of such notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of such notice to such member. Any special meeting of the executive committee or any other committee of the Board of Directors shall be a legal meeting without any notice thereof having been given, if all the members thereof shall be present thereat. Notice of any adjourned meeting of any committee of the Board of Directors need not be given. The executive committee or any other committee of the Board of Directors may adopt such rules and regulations not inconsistent with the provisions of law, the Certificate of Incorporation of the Corporation or these Bylaws for the conduct of its meetings as the executive committee or such other committee of the Board of Directors may deem proper. A majority of the members of the executive committee or any other committee of the Board of Directors shall constitute a quorum for the transaction of business at any meeting, and the vote of a majority of the members thereof present at any meeting at which a quorum is present shall be the act of such committee. The executive committee or any other committee of the Board of Directors shall keep written minutes of its proceedings, a copy of which is to be filed with the Secretary of the Corporation, and shall report on such proceedings to the Board of Directors. 12

ARTICLE 5 NOTICES Section 5.l. Method. Whenever, under the provisions of the Delaware statutes, of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, and the method of notice is not otherwise specified herein, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at such person's address as it appears on the records

of each special meeting of the executive committee or any other committee of the Board of Directors shall be sent by mail, facsimile, telephone or electronic transmission, or be delivered personally to each member thereof, not later than the day before the day on which the meeting is to be held, but notice need not be given to any member who shall, either before or after the meeting, submit a signed waiver of such notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of such notice to such member. Any special meeting of the executive committee or any other committee of the Board of Directors shall be a legal meeting without any notice thereof having been given, if all the members thereof shall be present thereat. Notice of any adjourned meeting of any committee of the Board of Directors need not be given. The executive committee or any other committee of the Board of Directors may adopt such rules and regulations not inconsistent with the provisions of law, the Certificate of Incorporation of the Corporation or these Bylaws for the conduct of its meetings as the executive committee or such other committee of the Board of Directors may deem proper. A majority of the members of the executive committee or any other committee of the Board of Directors shall constitute a quorum for the transaction of business at any meeting, and the vote of a majority of the members thereof present at any meeting at which a quorum is present shall be the act of such committee. The executive committee or any other committee of the Board of Directors shall keep written minutes of its proceedings, a copy of which is to be filed with the Secretary of the Corporation, and shall report on such proceedings to the Board of Directors. 12

ARTICLE 5 NOTICES Section 5.l. Method. Whenever, under the provisions of the Delaware statutes, of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, and the method of notice is not otherwise specified herein, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at such person's address as it appears on the records of the Corporation, with postage thereon prepaid, or by telecopy or facsimile transmission or by electronic transmission and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail or, in the case of telecopy, facsimile transmission or electronic transmission, upon confirmation of receipt. Section 5.2. Waiver. Whenever any notice is required to be given under the provisions of the statutes, of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE 6 OFFICERS Section 6.1. Election, Qualification. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors may also choose a Chairman of the Board, one or more Assistant Secretaries and Assistant Treasurers and such other officers and agents as it shall deem 13

necessary. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide. Section 6.2. Salary. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors. Section 6.3. Term, Removal. The officers of the Corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

ARTICLE 5 NOTICES Section 5.l. Method. Whenever, under the provisions of the Delaware statutes, of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, and the method of notice is not otherwise specified herein, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at such person's address as it appears on the records of the Corporation, with postage thereon prepaid, or by telecopy or facsimile transmission or by electronic transmission and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail or, in the case of telecopy, facsimile transmission or electronic transmission, upon confirmation of receipt. Section 5.2. Waiver. Whenever any notice is required to be given under the provisions of the statutes, of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE 6 OFFICERS Section 6.1. Election, Qualification. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors may also choose a Chairman of the Board, one or more Assistant Secretaries and Assistant Treasurers and such other officers and agents as it shall deem 13

necessary. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide. Section 6.2. Salary. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors. Section 6.3. Term, Removal. The officers of the Corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. Section 6.4. Resignation. Subject at all times to the right of removal as provided in Section 6.3 of this Article 6, any officer may resign at any time by giving notice to the Board of Directors, the President or the Secretary of the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein; provided, however, that the President or, in the event of the resignation of the President, the Board of Directors may designate an effective date for such resignation which is earlier than the date specified in such notice but which is not earlier than the date of receipt of such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 6.5. Vacancies. A vacancy in any office because of death, resignation, removal or any other cause may be filled for the unexpired portion of the term in the manner prescribed in these Bylaws for election to such office. Section 6.6. Chairman of the Board. The Chairman of the Board shall, if there be such an officer, preside at meetings of the Board of Directors and, if present, preside at meetings of the stockholders. The Chairman of the Board shall counsel with and advise the President and 14

perform such other duties as the Board of Directors or the executive committee may from time to time determine. Except as otherwise provided by resolution of the Board of Directors, the Chairman of the Board shall be ex-

necessary. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide. Section 6.2. Salary. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors. Section 6.3. Term, Removal. The officers of the Corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. Section 6.4. Resignation. Subject at all times to the right of removal as provided in Section 6.3 of this Article 6, any officer may resign at any time by giving notice to the Board of Directors, the President or the Secretary of the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein; provided, however, that the President or, in the event of the resignation of the President, the Board of Directors may designate an effective date for such resignation which is earlier than the date specified in such notice but which is not earlier than the date of receipt of such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 6.5. Vacancies. A vacancy in any office because of death, resignation, removal or any other cause may be filled for the unexpired portion of the term in the manner prescribed in these Bylaws for election to such office. Section 6.6. Chairman of the Board. The Chairman of the Board shall, if there be such an officer, preside at meetings of the Board of Directors and, if present, preside at meetings of the stockholders. The Chairman of the Board shall counsel with and advise the President and 14

perform such other duties as the Board of Directors or the executive committee may from time to time determine. Except as otherwise provided by resolution of the Board of Directors, the Chairman of the Board shall be exofficio a member of all committees of the Board of Directors. The Chairman of the Board may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors or any committee thereof empowered to authorize the same. Section 6.7. President. The President shall also be the Chief Executive Officer of the Corporation, shall preside at all meetings of the stockholders (in the absence of the Chairman of the Board) and the Board of Directors (in the absence of the Chairman of the Board), shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. Section 6.8. Vice Presidents. In the absence of the President and the Chairman of the Board or in the event of their inability or refusal to act, the Vice President (or if there shall be more than one Vice President, the Vice Presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of, and be subject to, all the restrictions upon the President. The Vice Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. 15

Section 6.9. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders, shall record all the proceedings of the meetings of the Board of Directors and of the stockholders in a book to be kept for that purpose, and shall perform like duties for the other committees designated by the Board of Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the

perform such other duties as the Board of Directors or the executive committee may from time to time determine. Except as otherwise provided by resolution of the Board of Directors, the Chairman of the Board shall be exofficio a member of all committees of the Board of Directors. The Chairman of the Board may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors or any committee thereof empowered to authorize the same. Section 6.7. President. The President shall also be the Chief Executive Officer of the Corporation, shall preside at all meetings of the stockholders (in the absence of the Chairman of the Board) and the Board of Directors (in the absence of the Chairman of the Board), shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. Section 6.8. Vice Presidents. In the absence of the President and the Chairman of the Board or in the event of their inability or refusal to act, the Vice President (or if there shall be more than one Vice President, the Vice Presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of, and be subject to, all the restrictions upon the President. The Vice Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. 15

Section 6.9. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders, shall record all the proceedings of the meetings of the Board of Directors and of the stockholders in a book to be kept for that purpose, and shall perform like duties for the other committees designated by the Board of Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it. When so affixed, the corporate seal may be attested by the Secretary's signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by such officer's signature. Section 6.10. Assistant Secretary. The Assistant Secretary, if any (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or in the absence of any such determination, then in the order of their election) shall, in the absence of the Secretary or in the event of the Secretary's inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. Section 6.11. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the 16

Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all the Treasurer's transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the Treasurer's office and for

Section 6.9. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders, shall record all the proceedings of the meetings of the Board of Directors and of the stockholders in a book to be kept for that purpose, and shall perform like duties for the other committees designated by the Board of Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it. When so affixed, the corporate seal may be attested by the Secretary's signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by such officer's signature. Section 6.10. Assistant Secretary. The Assistant Secretary, if any (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or in the absence of any such determination, then in the order of their election) shall, in the absence of the Secretary or in the event of the Secretary's inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. Section 6.11. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the 16

Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all the Treasurer's transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the Treasurer's office and for the restoration to the Corporation, in case of the Treasurer's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer's possession or under the Treasurer's control belonging to the Corporation. Section 6.12. Assistant Treasurer. The Assistant Treasurer, if any (or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or in the absence of any such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer's inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. ARTICLE 7 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS Section 7.1. Third-Party Actions. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director 17

or officer of another corporation, partnership, joint venture, trust or other enterprise, against all expenses

Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all the Treasurer's transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the Treasurer's office and for the restoration to the Corporation, in case of the Treasurer's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer's possession or under the Treasurer's control belonging to the Corporation. Section 6.12. Assistant Treasurer. The Assistant Treasurer, if any (or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or in the absence of any such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer's inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. ARTICLE 7 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS Section 7.1. Third-Party Actions. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director 17

or officer of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his or her conduct was unlawful. The Corporation may indemnify any employee or agent of the Corporation, or any employee or agent serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in the manner and to the extent that it shall indemnify any director or officer under this Section 7.1. Section 7.2. Derivative Actions. The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person 18

reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been

or officer of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his or her conduct was unlawful. The Corporation may indemnify any employee or agent of the Corporation, or any employee or agent serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in the manner and to the extent that it shall indemnify any director or officer under this Section 7.1. Section 7.2. Derivative Actions. The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person 18

reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person's duty to the Corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of Delaware or such other court shall deem proper. Section 7.3. Determination of Indemnification. Any indemnification under Section 7.1 or 7.2 of this Article 7 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 or 7.2 of this Article 7. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (c) by the stockholders. Section 7.4. Right to Indemnification. Notwithstanding the other provisions of this Article 7, to the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.1 or 7.2 of this Article 7, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. 19

Section 7.5. Advance of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation on behalf of a director, officer, employee or agent in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by, or on behalf of, the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the Corporation as authorized in

reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person's duty to the Corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of Delaware or such other court shall deem proper. Section 7.3. Determination of Indemnification. Any indemnification under Section 7.1 or 7.2 of this Article 7 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 or 7.2 of this Article 7. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (c) by the stockholders. Section 7.4. Right to Indemnification. Notwithstanding the other provisions of this Article 7, to the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.1 or 7.2 of this Article 7, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. 19

Section 7.5. Advance of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation on behalf of a director, officer, employee or agent in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by, or on behalf of, the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the Corporation as authorized in this Article 7. Section 7.6. Indemnification Not Exclusive. The indemnification provided by this Article 7 shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under any law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 7.7. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against liability under the provisions of this Article 7. Section 7.8. Definitions of Certain Terms. For purposes of this Article 7, references to "the Corporation" shall include, in addition to the resulting Corporation, any constituent 20

corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position

Section 7.5. Advance of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation on behalf of a director, officer, employee or agent in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by, or on behalf of, the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the Corporation as authorized in this Article 7. Section 7.6. Indemnification Not Exclusive. The indemnification provided by this Article 7 shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under any law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 7.7. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against liability under the provisions of this Article 7. Section 7.8. Definitions of Certain Terms. For purposes of this Article 7, references to "the Corporation" shall include, in addition to the resulting Corporation, any constituent 20

corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article 7 with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article 7, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article 7. Section 7.9. Liability of Directors. Notwithstanding any provision of the Certificate of Incorporation of the Corporation or of these Bylaws, no director shall be personally liable to the Corporation or any stockholder for monetary damages for breach of fiduciary duty as a director, except for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the Delaware Code (relating to the Delaware General Corporation Law) or any amendment thereto or successor provision thereto or shall be liable by reason that, in addition to any and all 21

other requirements for such liability, he (a) shall have breached his duty of loyalty to the Corporation or its stockholders; (b) shall not have acted in good faith; (c) shall have acted in a manner involving intentional misconduct or a knowing violation of law or, in failing to act, shall have acted in a manner involving intentional misconduct or a knowing violation of law; or (d) shall have derived an improper personal benefit.

corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article 7 with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article 7, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article 7. Section 7.9. Liability of Directors. Notwithstanding any provision of the Certificate of Incorporation of the Corporation or of these Bylaws, no director shall be personally liable to the Corporation or any stockholder for monetary damages for breach of fiduciary duty as a director, except for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the Delaware Code (relating to the Delaware General Corporation Law) or any amendment thereto or successor provision thereto or shall be liable by reason that, in addition to any and all 21

other requirements for such liability, he (a) shall have breached his duty of loyalty to the Corporation or its stockholders; (b) shall not have acted in good faith; (c) shall have acted in a manner involving intentional misconduct or a knowing violation of law or, in failing to act, shall have acted in a manner involving intentional misconduct or a knowing violation of law; or (d) shall have derived an improper personal benefit. ARTICLE 8 CERTIFICATES OF STOCK Section 8.1. Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by the Chairman of the Board, or the President or a Vice President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by such stockholder in the Corporation. Section 8.2. Facsimile Signatures. Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. Section 8.3. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, 22

stolen or destroyed certificate or certificates, or such owner's legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost,

other requirements for such liability, he (a) shall have breached his duty of loyalty to the Corporation or its stockholders; (b) shall not have acted in good faith; (c) shall have acted in a manner involving intentional misconduct or a knowing violation of law or, in failing to act, shall have acted in a manner involving intentional misconduct or a knowing violation of law; or (d) shall have derived an improper personal benefit. ARTICLE 8 CERTIFICATES OF STOCK Section 8.1. Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by the Chairman of the Board, or the President or a Vice President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by such stockholder in the Corporation. Section 8.2. Facsimile Signatures. Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. Section 8.3. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, 22

stolen or destroyed certificate or certificates, or such owner's legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. Section 8.4. Transfers of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Section 8.5. Fixing the Record Date. In order that the Corporation may determine the stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of, or to vote at, a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 8.6. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books 23

as the owner of shares, and shall not be bound to recognize any equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

stolen or destroyed certificate or certificates, or such owner's legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. Section 8.4. Transfers of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Section 8.5. Fixing the Record Date. In order that the Corporation may determine the stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of, or to vote at, a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 8.6. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books 23

as the owner of shares, and shall not be bound to recognize any equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE 9 AFFILIATED TRANSACTIONS Section 9.1. Validity. Except as otherwise provided for in the Certificate of Incorporation of the Corporation and except as otherwise provided in this Bylaw, if Section 9.2 is satisfied, no contract or transaction between the Corporation and any of its directors, officers or security holders, or any Corporation, partnership, association or other organization in which any of such directors, officers or security holders are directly or indirectly financially interested, shall be void or voidable solely because of this relationship, or solely because of the presence of the director, officer or security holder at the meeting authorizing the contract or transaction, or solely because of such person's participation in the authorization of such contract or transaction or vote at the meeting therefor, whether or not such participation or vote was necessary for the authorization of such contract or transaction. Section 9.2. Disclosure, Approval; Fairness. Section 9.1 shall apply only if: (a) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known: (1) to the Board of Directors (or committee thereof) and it nevertheless in good faith authorizes or ratifies the contract or transaction by a majority of the directors present, each such interested director to be counted in determining whether a quorum is present but not in calculating the majority necessary to carry the vote; or 24

(2) to the stockholders and they nevertheless authorize or ratify the contract or transaction by a majority of the voting power (as determined by the Certificate of Incorporation of the Corporation) of the shares present at a meeting considering such contract or transaction, each such interested person (stockholder) to be counted in

as the owner of shares, and shall not be bound to recognize any equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE 9 AFFILIATED TRANSACTIONS Section 9.1. Validity. Except as otherwise provided for in the Certificate of Incorporation of the Corporation and except as otherwise provided in this Bylaw, if Section 9.2 is satisfied, no contract or transaction between the Corporation and any of its directors, officers or security holders, or any Corporation, partnership, association or other organization in which any of such directors, officers or security holders are directly or indirectly financially interested, shall be void or voidable solely because of this relationship, or solely because of the presence of the director, officer or security holder at the meeting authorizing the contract or transaction, or solely because of such person's participation in the authorization of such contract or transaction or vote at the meeting therefor, whether or not such participation or vote was necessary for the authorization of such contract or transaction. Section 9.2. Disclosure, Approval; Fairness. Section 9.1 shall apply only if: (a) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known: (1) to the Board of Directors (or committee thereof) and it nevertheless in good faith authorizes or ratifies the contract or transaction by a majority of the directors present, each such interested director to be counted in determining whether a quorum is present but not in calculating the majority necessary to carry the vote; or 24

(2) to the stockholders and they nevertheless authorize or ratify the contract or transaction by a majority of the voting power (as determined by the Certificate of Incorporation of the Corporation) of the shares present at a meeting considering such contract or transaction, each such interested person (stockholder) to be counted in determining whether a quorum is present and for voting purposes. (b) the contract or transaction is fair to the Corporation as of the time it is authorized or ratified by the Board of Directors (or committee thereof) or the stockholders. Section 9.3. Nonexclusive. This provision shall not be construed to invalidate a contract or transaction which would be valid in the absence of this provision. ARTICLE 10 GENERAL PROVISIONS Section 10.1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation of the Corporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation of the Corporation. Section 10.2. Reserves. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created. 25

Section 10.3. Annual Statement. The Board of Directors shall present at each annual meeting, and at any special

(2) to the stockholders and they nevertheless authorize or ratify the contract or transaction by a majority of the voting power (as determined by the Certificate of Incorporation of the Corporation) of the shares present at a meeting considering such contract or transaction, each such interested person (stockholder) to be counted in determining whether a quorum is present and for voting purposes. (b) the contract or transaction is fair to the Corporation as of the time it is authorized or ratified by the Board of Directors (or committee thereof) or the stockholders. Section 9.3. Nonexclusive. This provision shall not be construed to invalidate a contract or transaction which would be valid in the absence of this provision. ARTICLE 10 GENERAL PROVISIONS Section 10.1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation of the Corporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation of the Corporation. Section 10.2. Reserves. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created. 25

Section 10.3. Annual Statement. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by majority vote of the stockholders, a full and clear statement of the business and condition of the Corporation. Section 10.4. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Section 10.5. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors. Section 10.6. Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, Delaware." The seal may be used by causing it, or a facsimile thereof, to be impressed, affixed or reproduced or otherwise. ARTICLE 11 AMENDMENTS Section 11.1. Amendments. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by a majority of the entire Board of Directors, at any meeting of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such meeting. The stockholders of the Corporation shall have the power to amend, alter or repeal any provision of these Bylaws only to the extent and in the manner provided by statue and in the Certificate of Incorporation of the Corporation. 26

EXHIBIT 4.1
------------------------

Section 10.3. Annual Statement. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by majority vote of the stockholders, a full and clear statement of the business and condition of the Corporation. Section 10.4. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Section 10.5. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors. Section 10.6. Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, Delaware." The seal may be used by causing it, or a facsimile thereof, to be impressed, affixed or reproduced or otherwise. ARTICLE 11 AMENDMENTS Section 11.1. Amendments. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by a majority of the entire Board of Directors, at any meeting of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such meeting. The stockholders of the Corporation shall have the power to amend, alter or repeal any provision of these Bylaws only to the extent and in the manner provided by statue and in the Certificate of Incorporation of the Corporation. 26

EXHIBIT 4.1
---------------Number ---------------This certificate is transferable in Portland, OR and New York, NY PROBEX CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE C THIS CERTIFIES that F [PROBEX LOGO] --------Shar ---------

is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.001 PAR VALUE PER SHARE, PROBEX CORP. transferable on the books of the Corporation by the holder hereof in person or by duly authorized at upon surrender of this certificate properly endorsed. This certificate is not valid unless countersi the Transfer Agent and registered by the Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authoriz officers.

/s/ THOMAS G. PLASKETT PRESIDENT AND CHIEF EXECUTIVE OFFICER

[PROBEX CORP. SEAL]

/s/ BRUCE A. HALL SECRETARY

Registered and Countersigned: TRANSFER ONLINE 227 SW Pine St., Suite 300, Portland, OR 97204

EXHIBIT 4.1
---------------Number ---------------This certificate is transferable in Portland, OR and New York, NY PROBEX CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE C THIS CERTIFIES that F [PROBEX LOGO] --------Shar ---------

is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.001 PAR VALUE PER SHARE, PROBEX CORP. transferable on the books of the Corporation by the holder hereof in person or by duly authorized at upon surrender of this certificate properly endorsed. This certificate is not valid unless countersi the Transfer Agent and registered by the Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authoriz officers.

/s/ THOMAS G. PLASKETT PRESIDENT AND CHIEF EXECUTIVE OFFICER

[PROBEX CORP. SEAL]

/s/ BRUCE A. HALL SECRETARY

Registered and Countersigned: TRANSFER ONLINE 227 SW Pine St., Suite 300, Portland, OR 97204 by -------------------------------------------------Authorized Officer

[PROBEX CORP. LOGO]
The Corporation will furnish without charge to each stockholder who so requests the powers, designat relative, participating, optional, or other special rights of each class of stock or series thereof and t limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Corpora principal office of the Corporation. KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED THE CORPORATION WILL REQU A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. The following abbreviations, when used in the inscription on the face of this certificate, shall be were written out in full according to applicable laws or regulations: TEN COM TEN ENT JT TEN ---as tenants in common as tenants by the entireties as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- ______________ (Cust.) under Uniform Act __________

UNIF TRF MIN ACT -- ___________ Cu (Cust.) ______________ (Minor) to Minors Act

[PROBEX CORP. LOGO]
The Corporation will furnish without charge to each stockholder who so requests the powers, designat relative, participating, optional, or other special rights of each class of stock or series thereof and t limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Corpora principal office of the Corporation. KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED THE CORPORATION WILL REQU A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. The following abbreviations, when used in the inscription on the face of this certificate, shall be were written out in full according to applicable laws or regulations: TEN COM TEN ENT JT TEN ---as tenants in common as tenants by the entireties as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- ______________ (Cust.) under Uniform Act __________

UNIF TRF MIN ACT -- ___________ Cu (Cust.) ______________ (Minor) to Minors Act

Additional abbreviations may also

be used though not in the above list.

FOR VALUE RECEIVED, ______________________________________________________ hereby sell, assign PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE -------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoi --------------------------------------------------------------------------------------------------------to transfer the said stock on the books of the within named Corporation with full power of substitution i

DATED ---------------------------------

X -------------------------------------------Signature(s) Guaranteed X -------------------------------------------NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST COR WRITTEN UPON THE FACE OF THE CERTIFICATE IN ALTERATION OR ENLARGEMENT OR ANY CHANGE WHAT

By ----------------------------------------------------------------------THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

EXHIBIT 4.2

PROBEX CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AUTHORIZED 550,000 SHARES OF 10% CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES A $.001 PAR VALUE PER SHARE, $10.00 LIQUIDATION PREFERENCE PER SHARE THIS CERTIFIES that is the owner of SHARES OF THE 10% CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES A OF ----------------------------------PROBEX CORP.---------------------------------transferable only on the books of the Corporation by the holder hereof in person or by attorney upon surrender of this certificate properly endorsed. In WITNESS whereof, the said corporation has caused this certificate to be signed by its duly authorized officers and its corporate seal to be hereunto affixed this day of , A.D., 2000
/s/ THOMAS G. PLASKETT ------------------------PRESIDENT /s/ BRUCE A. HALL --------------------SECRETARY

[SEAL]

Registered and Countersigned: TRANSFER ONLINE 227 SW Pine St. Suite 300, Portland, OR 97204 by Authorized Officer NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT

PROBEX CORP.
A full statement of the rights, preferences, privileges and restrictions granted to or imposed upon series of shares authorized to be issued and upon the holders thereof is set forth in the articles of inc Corporation, as amended and supplemented, on file in the office of the Secretary of State of Colorado. A rights, preferences, privileges and restrictions may be obtained upon request and without charge from the principal executive office. Each share of the 10% Cumulative Convertible Preferred Stock, Series A is convertible into 5.33333 s subject to adjustment. The following abbreviations, when used in the description on the face of this certificate, shall be were written out in full according to applicable laws or regulations: TEN COM TEN ENT JT TEN ---as tenants in common as tenants by the entireties as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- ______________ (Cust) under Uniform Act __________

UNIF TRF MIN ACT -- ___________ Cu (Cust)

PROBEX CORP.
A full statement of the rights, preferences, privileges and restrictions granted to or imposed upon series of shares authorized to be issued and upon the holders thereof is set forth in the articles of inc Corporation, as amended and supplemented, on file in the office of the Secretary of State of Colorado. A rights, preferences, privileges and restrictions may be obtained upon request and without charge from the principal executive office. Each share of the 10% Cumulative Convertible Preferred Stock, Series A is convertible into 5.33333 s subject to adjustment. The following abbreviations, when used in the description on the face of this certificate, shall be were written out in full according to applicable laws or regulations: TEN COM TEN ENT JT TEN ---as tenants in common as tenants by the entireties as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- ______________ (Cust) under Uniform Act __________

UNIF TRF MIN ACT -- ___________ Cu (Cust) _______________ to Minors Act

Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, ______________________________________________________ hereby sell, assign and transf PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE -------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appo --------------------------------------------------------------------------------------------------------to transfer the said stock on the books of the within named Corporation with full power of substitution i Dated ---------------------------------

X -------------------------------------------X -------------------------------------------NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT NAME(S) AS WRITTEN UPON THE FACE OF THE CERT PARTICULAR, WITHOUT ALTERATION OR ENLARGEMEN Signature(s) Guaranteed --------------------------------------------------------

By ---------------------------------------------------------------------------THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

ELECTION TO CONVERT (To be executed upon conversion) The undersigned hereby irrevocably elects to convert __________ shares of 10% Cumulative Convertible represented by the within Certificate into _______ shares of Common Stock. Please issue a certificate or certificates for such shares of Common Stock, in name of, and pay any c share to: PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ----------------------------------------------------------------------------Name ---------------------------------------------------------------------------------------------------Address ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Signature Guarantee Signature -----------------------------NOTE: THE ABOVE SIGNATURE SHOU WITH THE NAME ON THE FACE OF T THE NAME OF ASSIGNEE APPEARING FORM ABOVE.

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

EXHIBIT 4.3.14.2
-------------------------------------------------------------------------------THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER: (A) THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF SUCH ACT AND/OR REGULATIONS D PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SECURITIES LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION OR ITS REPRESENTATIVES THAT SUCH SALE OR TRANSFER WOULD NOT VIOLATE APPLICABLE SECURITIES LAWS OR REGULATIONS. -------------------------------------------------------------------------------WARRANT NO. 2 TO PURCHASE 200,000 SHARES OF COMMON STOCK (NO PAR VALUE) CLASS "X" WARRANT TO PURCHASE SHARES OF COMMON STOCK OF PROBEX CORP. (A COLORADO CORPORATION)

PURCHASE PRICE PER SHARE: $3.00 EXPIRATION DATE: 5:00 P.M., DALLAS, TEXAS TIME, ON JULY 27TH, 2002 THIS CERTIFIES that, for value received, BECHTEL CORPORATION is the registered owner and is entitled, subject to the terms and conditions of this Warrant, until the Expiration

EXHIBIT 4.3.14.2
-------------------------------------------------------------------------------THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER: (A) THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF SUCH ACT AND/OR REGULATIONS D PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SECURITIES LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION OR ITS REPRESENTATIVES THAT SUCH SALE OR TRANSFER WOULD NOT VIOLATE APPLICABLE SECURITIES LAWS OR REGULATIONS. -------------------------------------------------------------------------------WARRANT NO. 2 TO PURCHASE 200,000 SHARES OF COMMON STOCK (NO PAR VALUE) CLASS "X" WARRANT TO PURCHASE SHARES OF COMMON STOCK OF PROBEX CORP. (A COLORADO CORPORATION)

PURCHASE PRICE PER SHARE: $3.00 EXPIRATION DATE: 5:00 P.M., DALLAS, TEXAS TIME, ON JULY 27TH, 2002 THIS CERTIFIES that, for value received, BECHTEL CORPORATION is the registered owner and is entitled, subject to the terms and conditions of this Warrant, until the Expiration Date, to purchase the number of shares set forth above of the Common Stock, no par value (the "Common Stock"), of Probex Corp. (the "Corporation") from the Corporation at the purchase price set forth above. The number of shares of Common Stock which may be received upon the exercise of the Warrants and the price to be paid for each share of Common Stock are subject to adjustment from time to time as hereinafter set forth. 1. EXERCISE OF WARRANTS. Subject to the provisions hereof, this Warrant may be exercised in whole or in part until the Expiration Date, by delivery of this Warrant to the Corporation with the exercise form duly executed and payment of the purchase price (in cash or by certified or bank cashier's check made payable to the order of the Corporation) for each share purchased.. 2. CORPORATION'S COVENANTS AS TO COMMON STOCK. Shares deliverable on the exercise of this Warrant shall, at delivery, be fully paid and non-assessable, free from taxes, liens, and charges with respect to their purchase. The Corporation shall at all times reserve and hold available sufficient shares of Common Stock to satisfy all conversion and purchase rights of outstanding convertible securities, options and warrants. 3. METHOD OF EXERCISE; FRACTIONAL SHARES. The purchase rights represented by this Warrant are exercisable at the option of the registered owner in whole at any time, or in part, from time to time, within the period above specified, provided, however, that purchase rights are not exercisable with respect to a

Class "X" Warrant No. 2 Page 2 fraction of a share of Common Stock. In lieu of issuing a fraction of a share remaining after exercise of this Warrant as to all full shares covered hereby, the Corporation shall either (1) pay therefor cash equal to the same fraction of the then current Warrant purchase price per share or, at its option, (2) issue scrip for the fraction, in

Class "X" Warrant No. 2 Page 2 fraction of a share of Common Stock. In lieu of issuing a fraction of a share remaining after exercise of this Warrant as to all full shares covered hereby, the Corporation shall either (1) pay therefor cash equal to the same fraction of the then current Warrant purchase price per share or, at its option, (2) issue scrip for the fraction, in registered or bearer form approved by the board of directors of the Corporation, which shall entitle the holder to receive a certificate for a full share of Common Stock on surrender of scrip aggregating a full share. Scrip may become void after a reasonable period (but not less than six months after the expiration date of this Warrant) determined by the board of directors and specified in the scrip. In case of the exercise of this Warrant for less than all the shares purchasable, the Corporation shall cancel the Warrant and execute and deliver a new Warrant of like tenor and date for the balance of the shares purchasable. 4. ADJUSTMENT OF SHARES PURCHASABLE. The number of shares purchasable hereunder and the purchase price per share are subject to adjustment from time to time as specified in this Warrant. 5. REDEMPTION. The Corporation has no redemption rights pursuant to this Warrant. 6. LIMITED RIGHTS OF OWNER. This Warrant does not entitle the owner to any voting rights or other rights as a shareholder of the Corporation, or to any other rights whatsoever except the rights herein expressed. No dividends are payable or will accrue on this Warrant or the shares purchasable hereunder until, and except to the extent that, this Warrant is exercised. 7. EXCHANGE FOR OTHER DENOMINATIONS. This Warrant is exchangeable, on its surrender by the registered owner to the Corporation, for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable hereunder in denominations designated by the registered owner at the time of surrender. 8. TRANSFER. Except as otherwise above provided, this Warrant is transferable only on the books of the Corporation by the registered owner in person or by attorney, on surrender of this Warrant, properly endorsed. However, because this Warrant has not been registered under the Securities Act of 1933, as amended, and applicable state securities laws, this Warrant may not be sold or transferred in the absence of an effective registration of it under such Act and all other applicable securities laws or an opinion of counsel acceptable to the Corporation or its representatives that such sale or transfer would not violate applicable securities laws or regulations. Any Common Stock purchased upon exercise of this Warrant shall also be subject to the same restrictions on transfer and will contain the same transfer legend found on the face of this Warrant. 9, RECOGNITION OF REGISTERED OWNER. Prior to due presentment for registration of transfer of this Warrant, the Corporation may treat the registered owner as the person exclusively entitled to receive notices and otherwise to exercise rights hereunder. 10. EFFECT OF STOCK SPLIT, ETC. If the Corporation, by stock dividend, split, reverse split, reclassification or shares, or otherwise, changes as a whole the outstanding Common Stock into a different number or class of shares, then: (1) the number and class of shares so changed shall, for the purposes of this Warrant, replace the shares outstanding immediately prior to the change; and (2) the Warrant purchase price in effect, and the number of shares purchasable under this Warrant, immediately prior to the date upon which the change becomes effective, shall be proportionately adjusted (the price to the nearest cent). Irrespective of any adjustment or change in the Warrant purchase price or the number of shares purchasable under this or any other Warrant of like tenor, the Warrants theretofore and thereafter issued may continue to express the Warrant purchase

Class "X" Warrant No. 2

Class "X" Warrant No. 2 Page 3 price per share and the number of shares purchasable as were expressed in the Warrants when initially issued. 11. EFFECT OF MERGER, ETC. If the Corporation consolidates with or merges into another corporation, the registered owner shall thereafter be entitled on exercise to purchase, with respect to each share of Common Stock purchasable hereunder immediately before the consolidation or merger becomes effective, the securities or other consideration to which a holder or one share or Common Stock is entitled in the consolidation or merger to assure that all the provisions or this Warrant shall thereafter be applicable, as nearly as reasonable may be, to any securities or other consideration so deliverable on exercise of this Warrant. The Corporation shall not consolidate or merge unless, prior to consummation, the successor corporation (if other than the Corporation) assumes the obligations of this section 11 by written instrument executed and mailed to the registered owner at the address of the owner on the books of the Corporation. A sale or lease of all or substantially all the assets of the Corporation for a consideration (apart from the assumption of obligations) consisting primarily or securities is a consolidation or merger for the foregoing purposes. 12. NOTICE OF ADJUSTMENT. On the happening of an event requiring an adjustment of the Warrant purchase price or shares purchasable hereunder, the Corporation shall forthwith give written notice to the registered owner stating the adjusted Warrant purchase price and the adjusted number and kind of securities or other property purchasable hereunder resulting from the event and setting forth in reasonable detail the method of calculation and the facts upon which the calculation is based. The board of directors of the Corporation, acting in good faith, shall determine the calculation. 13. NOTICE AND EFFECT OF DISSOLUTION, ETC. In case a voluntary or involuntary dissolution, liquidation, or winding up of the Corporation (other than in connection with a consolidation or merger covered by Section 11 above) is at any time proposed, the Corporation shall give at least 10 days' written notice to the registered owner prior to the record date as of which holders of Common Stock will be entitled to receive distributions as a result of the proposed transaction. Such notice shall contain: (1) the date on which the transaction is to take place; (2) the record date as of which holders of Common Stock will be entitled to receive distributions as a result of the transaction; (3) a brief description of the transaction; (4) a brief description of the distributions to be made to holders of Common Stock as a result of the transaction; and (5)an estimate of the fair value of the distributions. On the date of the transaction, if it actually occurs, this Warrant and all rights hereunder shall terminate. 14. METHOD OF GIVING NOTICE; EXTENT REQUIRED. Notices shall be given by first class mail, postage prepaid, addressed to the registered owner at the address of the owner appearing in the records of the Corporation. No notice to warrant holders is required except as specified in Sections 12 and 13. 15. ACCESS TO INFORMATION. The Company will provide an opportunity to any registered owner of this Warrant to ask questions of management of the Company and to obtain information to the extent the Company has the same in its possession prior to any exercise of the owner's rights to purchase Common Stock under this Warrant. Requests for information and any other questions concerning the business and affairs of the Company should be directed to any officer of the Company at its main offices.

Class "X" Warrant No. 2 Page 4 Witness the seal of the Corporation and the signatures of its authorized officers.
Date (Seal) ---------------------PROBEX CORP.

Class "X" Warrant No. 2 Page 4 Witness the seal of the Corporation and the signatures of its authorized officers.
Date (Seal) ---------------------PROBEX CORP.

ATTEST: -----------------------------------Charles M. Rampacek Chief Executive Officer & President -----------------------------------Bruce A. Hall Sen. VP, Chief Financial Officer & Secretary

Class "X" Warrant No. 2 Page 5

TRANSFER FORM For value received, the undersigned hereby sells, assigns, and transfers to Name Address this Warrant and irrevocable appoints ______________________ attorney (with full power of substitution) to transfer this Warrant on the books of the Corporation. Date:

----------------------------------------(Please sign exactly as name appears on Warrant) Taxpayer ID No. -------------------------In the presence of Signature guaranteed by

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

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

Class "X" Warrant No. 2 Page 6 EXERCISE FORM

The undersigned hereby: (1) irrevocably subscribes for ________________ shares of your Common Stock pursuant to this Warrant, and encloses payment of $____________________ therefor; (2) requests that a certificate for the shares be issued in the name of the undersigned and delivered to the undersigned at the address below; and (3) if such number of shares is not all of the shares purchasable hereunder, that a new Warrant of like tenor for the balance of the remaining shares purchasable hereunder be issued in the name of the undersigned and delivered to the undersigned at the address below.

Class "X" Warrant No. 2 Page 5

TRANSFER FORM For value received, the undersigned hereby sells, assigns, and transfers to Name Address this Warrant and irrevocable appoints ______________________ attorney (with full power of substitution) to transfer this Warrant on the books of the Corporation. Date:

----------------------------------------(Please sign exactly as name appears on Warrant) Taxpayer ID No. -------------------------In the presence of Signature guaranteed by

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

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

Class "X" Warrant No. 2 Page 6 EXERCISE FORM

The undersigned hereby: (1) irrevocably subscribes for ________________ shares of your Common Stock pursuant to this Warrant, and encloses payment of $____________________ therefor; (2) requests that a certificate for the shares be issued in the name of the undersigned and delivered to the undersigned at the address below; and (3) if such number of shares is not all of the shares purchasable hereunder, that a new Warrant of like tenor for the balance of the remaining shares purchasable hereunder be issued in the name of the undersigned and delivered to the undersigned at the address below. Date:

(Please sign exactly as name appears on Warrant) Address: Taxpayer ID No.

EXHIBIT 4.3.16
================================================================================ THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER: (A) THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF SUCH ACT AND/OR REGULATIONS D PROMULGATED THEREUNDER; OR (B) ANY STATE

Class "X" Warrant No. 2 Page 6 EXERCISE FORM

The undersigned hereby: (1) irrevocably subscribes for ________________ shares of your Common Stock pursuant to this Warrant, and encloses payment of $____________________ therefor; (2) requests that a certificate for the shares be issued in the name of the undersigned and delivered to the undersigned at the address below; and (3) if such number of shares is not all of the shares purchasable hereunder, that a new Warrant of like tenor for the balance of the remaining shares purchasable hereunder be issued in the name of the undersigned and delivered to the undersigned at the address below. Date:

(Please sign exactly as name appears on Warrant) Address: Taxpayer ID No.

EXHIBIT 4.3.16
================================================================================ THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER: (A) THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF SUCH ACT AND/OR REGULATIONS D PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SECURITIES LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION OR ITS REPRESENTATIVES THAT SUCH SALE OR TRANSFER WOULD NOT VIOLATE APPLICABLE SECURITIES LAWS OR REGULATIONS. ================================================================================ WARRANT NO. TO PURCHASE SHARES OF COMMON STOCK (NO PAR VALUE) CLASS "Z" WARRANT TO PURCHASE SHARES OF COMMON STOCK OF PROBEX CORP. (A COLORADO CORPORATION)

PURCHASE PRICE PER SHARE: $3.00 EXPIRATION DATE: 5:00 P.M., DALLAS, TEXAS TIME, ON JUNE 21ST, 2005 THIS CERTIFIES that, for value received, is the registered owner and is entitled, subject to the terms and conditions of this Warrant, until the Expiration Date, to purchase the number of shares set forth above of the Common Stock, no par value (the "Common Stock"), of Probex Corp. (the "Corporation") from the Corporation at the purchase price set forth above. The number of shares of Common Stock which may be received upon the exercise of the Warrants and the price to be paid for each share of Common Stock are subject to adjustment from time to time as hereinafter set forth. 1. EXERCISE OF WARRANTS. Subject to the provisions hereof, this Warrant may be exercised in whole or in part until the Expiration Date, by delivery of this Warrant to the Corporation with the exercise form duly executed

EXHIBIT 4.3.16
================================================================================ THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER: (A) THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF SUCH ACT AND/OR REGULATIONS D PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SECURITIES LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION OR ITS REPRESENTATIVES THAT SUCH SALE OR TRANSFER WOULD NOT VIOLATE APPLICABLE SECURITIES LAWS OR REGULATIONS. ================================================================================ WARRANT NO. TO PURCHASE SHARES OF COMMON STOCK (NO PAR VALUE) CLASS "Z" WARRANT TO PURCHASE SHARES OF COMMON STOCK OF PROBEX CORP. (A COLORADO CORPORATION)

PURCHASE PRICE PER SHARE: $3.00 EXPIRATION DATE: 5:00 P.M., DALLAS, TEXAS TIME, ON JUNE 21ST, 2005 THIS CERTIFIES that, for value received, is the registered owner and is entitled, subject to the terms and conditions of this Warrant, until the Expiration Date, to purchase the number of shares set forth above of the Common Stock, no par value (the "Common Stock"), of Probex Corp. (the "Corporation") from the Corporation at the purchase price set forth above. The number of shares of Common Stock which may be received upon the exercise of the Warrants and the price to be paid for each share of Common Stock are subject to adjustment from time to time as hereinafter set forth. 1. EXERCISE OF WARRANTS. Subject to the provisions hereof, this Warrant may be exercised in whole or in part until the Expiration Date, by delivery of this Warrant to the Corporation with the exercise form duly executed and payment of the purchase price (in cash or by certified or bank cashier's check made payable to the order of the Corporation) for each share purchased. 2. CORPORATION'S COVENANTS AS TO COMMON STOCK. Shares deliverable on the exercise of this Warrant shall, at delivery, be fully paid and non-assessable, free from taxes, liens, and charges with respect to their purchase. The Corporation shall at all times reserve and hold available sufficient shares of Common Stock to satisfy all conversion and purchase rights of outstanding convertible securities, options and warrants. 3. METHOD OF EXERCISE; FRACTIONAL SHARES. The purchase rights represented by this Warrant are exercisable at the option of the registered owner in whole at any time, or in part, from time to time, within the period above specified, provided, however, that purchase rights are not exercisable with respect to a

Class "Z" Warrant No. 1 Page 2 fraction of a share of Common Stock. In lieu of issuing a fraction of a share remaining after exercise of this Warrant as to all full shares covered hereby, the Corporation shall either (1) pay therefor cash equal to the same fraction of the then current Warrant purchase price per share or, at its option, (2) issue scrip for the fraction, in registered or bearer form approved by the board of directors of the Corporation, which shall entitle the holder to receive a certificate for a full share of Common Stock on surrender of scrip aggregating a full share. Scrip may

Class "Z" Warrant No. 1 Page 2 fraction of a share of Common Stock. In lieu of issuing a fraction of a share remaining after exercise of this Warrant as to all full shares covered hereby, the Corporation shall either (1) pay therefor cash equal to the same fraction of the then current Warrant purchase price per share or, at its option, (2) issue scrip for the fraction, in registered or bearer form approved by the board of directors of the Corporation, which shall entitle the holder to receive a certificate for a full share of Common Stock on surrender of scrip aggregating a full share. Scrip may become void after a reasonable period (but not less than six months after the expiration date of this Warrant) determined by the board of directors and specified in the scrip. In case of the exercise of this Warrant for less than all the shares purchasable, the Corporation shall cancel the Warrant and execute and deliver a new Warrant of like tenor and date for the balance of the shares purchasable. 4. ADJUSTMENT OF SHARES PURCHASABLE. The number of shares purchasable hereunder and the purchase price per share are subject to adjustment from time to time as specified in this Warrant. 5. REDEMPTION. The Corporation has no redemption rights pursuant to this Warrant. 6. LIMITED RIGHTS OF OWNER. This Warrant does not entitle the owner to any voting rights or other rights as a shareholder of the Corporation, or to any other rights whatsoever except the rights herein expressed. No dividends are payable or will accrue on this Warrant or the shares purchasable hereunder until, and except to the extent that, this Warrant is exercised. 7. EXCHANGE FOR OTHER DENOMINATIONS. This Warrant is exchangeable, on its surrender by the registered owner to the Corporation, for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable hereunder in denominations designated by the registered owner at the time of surrender. 8. TRANSFER. Except as otherwise above provided, this Warrant is transferable only on the books of the Corporation by the registered owner in person or by attorney, on surrender of this Warrant, properly endorsed. However, because this Warrant has not been registered under the Securities Act of 1933, as amended, and applicable state securities laws, this Warrant may not be sold or transferred in the absence of an effective registration of it under such Act and all other applicable securities laws or an opinion of counsel acceptable to the Corporation or its representatives that such sale or transfer would not violate applicable securities laws or regulations. Any Common Stock purchased upon exercise of this Warrant shall also be subject to the same restrictions on transfer and will contain the same transfer legend found on the face of this Warrant. 9. RECOGNITION OF REGISTERED OWNER. Prior to due presentment for registration of transfer of this Warrant, the Corporation may treat the registered owner as the person exclusively entitled to receive notices and otherwise to exercise rights hereunder. 10. EFFECT OF STOCK SPLIT, ETC. If the Corporation, by stock dividend, split, reverse split, reclassification or shares, or otherwise, changes as a whole the outstanding Common Stock into a different number or class of shares, then: (1) the number and class of shares so changed shall, for the purposes of this Warrant, replace the shares outstanding immediately prior to the change; and (2) the Warrant purchase price in effect, and the number of shares purchasable under this Warrant, immediately prior to the date upon which the change becomes effective, shall be proportionately adjusted (the price to the nearest cent). Irrespective of any adjustment or change in the Warrant purchase price or the number of shares purchasable under this or any other Warrant of like tenor, the Warrants theretofore and thereafter issued may continue to express the Warrant purchase

Class "Z" Warrant No. 1

Class "Z" Warrant No. 1 Page 3 price per share and the number of shares purchasable as were expressed in the Warrants when initially issued. 11. EFFECT OF MERGER, ETC. If the Corporation consolidates with or merges into another corporation, the registered owner shall thereafter be entitled on exercise to purchase, with respect to each share of Common Stock purchasable hereunder immediately before the consolidation or merger becomes effective, the securities or other consideration to which a holder or one share or Common Stock is entitled in the consolidation or merger to assure that all the provisions or this Warrant shall thereafter be applicable, as nearly as reasonable may be, to any securities or other consideration so deliverable on exercise of this Warrant. The Corporation shall not consolidate or merge unless, prior to consummation, the successor corporation (if other than the Corporation) assumes the obligations of this section 11 by written instrument executed and mailed to the registered owner at the address of the owner on the books of the Corporation. A sale or lease of all or substantially all the assets of the Corporation for a consideration (apart from the assumption of obligations) consisting primarily or securities is a consolidation or merger for the foregoing purposes. 12. NOTICE OF ADJUSTMENT. On the happening of an event requiring an adjustment of the Warrant purchase price or shares purchasable hereunder, the Corporation shall forthwith give written notice to the registered owner stating the adjusted Warrant purchase price and the adjusted number and kind of securities or other property purchasable hereunder resulting from the event and setting forth in reasonable detail the method of calculation and the facts upon which the calculation is based. The board of directors of the Corporation, acting in good faith, shall determine the calculation. 13. NOTICE AND EFFECT OF DISSOLUTION, ETC. In case a voluntary or involuntary dissolution, liquidation, or winding up of the Corporation (other than in connection with a consolidation or merger covered by Section 11 above) is at any time proposed, the Corporation shall give at least 10 days' written notice to the registered owner prior to the record date as of which holders of Common Stock will be entitled to receive distributions as a result of the proposed transaction. Such notice shall contain: (1) the date on which the transaction is to take place; (2) the record date as of which holders of Common Stock will be entitled to receive distributions as a result of the transaction; (3) a brief description of the transaction; (4) a brief description of the distributions to be made to holders of Common Stock as a result of the transaction; and (5) an estimate of the fair value of the distributions. On the date of the transaction, if it actually occurs, this Warrant and all rights hereunder shall terminate. 14. METHOD OF GIVING NOTICE; EXTENT REQUIRED. Notices shall be given by first class mail, postage prepaid, addressed to the registered owner at the address of the owner appearing in the records of the Corporation. No notice to warrant holders is required except as specified in Sections 12 and 13. 15. ACCESS TO INFORMATION. The Company will provide an opportunity to any registered owner of this Warrant to ask questions of management of the Company and to obtain information to the extent the Company has the same in its possession prior to any exercise of the owner's rights to purchase Common Stock under this Warrant. Requests for information and any other questions concerning the business and affairs of the Company should be directed to any officer of the Company at its main offices.

Class "Z" Warrant No. 1 Page 4 Witness the seal of the Corporation and the signatures of its authorized officers.
Date (Seal) -----------------------PROBEX CORP.

Class "Z" Warrant No. 1 Page 4 Witness the seal of the Corporation and the signatures of its authorized officers.
Date (Seal) -----------------------PROBEX CORP.

ATTEST: ----------------------------------Thomas G. Plaskett ----------------------------------Bruce A. Hall

Chief Executive Officer & President Chief Financial Officer & Secretary

Class "Z" Warrant No. 1 Page 5 TRANSFER FORM For value received, the undersigned hereby sells, assigns, and transfers to Name Address this Warrant and irrevocable appoints ________________ attorney (with full power of substitution) to transfer this Warrant on the books of the Corporation. Date:

(Please sign exactly as name appears on Warrant)
Taxpayer ID No. ---------------------------------In the presence of --------------------------Signature guaranteed by -------------------------------------------------

Class "Z" Warrant No. 1 Page 6

EXERCISE FORM The undersigned hereby: (1) irrevocably subscribes for ________________ shares of your Common Stock pursuant to this Warrant, and encloses payment of $____________________ therefor; (2) requests that a certificate for the shares be issued in the name of the undersigned and delivered to the undersigned at the address below; and (3) if such number of shares is not all of the shares purchasable hereunder, that a new Warrant of like tenor for the balance of the remaining shares purchasable hereunder be issued in the name of the undersigned and

Class "Z" Warrant No. 1 Page 5 TRANSFER FORM For value received, the undersigned hereby sells, assigns, and transfers to Name Address this Warrant and irrevocable appoints ________________ attorney (with full power of substitution) to transfer this Warrant on the books of the Corporation. Date:

(Please sign exactly as name appears on Warrant)
Taxpayer ID No. ---------------------------------In the presence of --------------------------Signature guaranteed by -------------------------------------------------

Class "Z" Warrant No. 1 Page 6

EXERCISE FORM The undersigned hereby: (1) irrevocably subscribes for ________________ shares of your Common Stock pursuant to this Warrant, and encloses payment of $____________________ therefor; (2) requests that a certificate for the shares be issued in the name of the undersigned and delivered to the undersigned at the address below; and (3) if such number of shares is not all of the shares purchasable hereunder, that a new Warrant of like tenor for the balance of the remaining shares purchasable hereunder be issued in the name of the undersigned and delivered to the undersigned at the address below. Date:

(Please sign exactly as name appears on Warrant) Address: Taxpayer ID No.

EXHIBIT 4.3.17 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION

Class "Z" Warrant No. 1 Page 6

EXERCISE FORM The undersigned hereby: (1) irrevocably subscribes for ________________ shares of your Common Stock pursuant to this Warrant, and encloses payment of $____________________ therefor; (2) requests that a certificate for the shares be issued in the name of the undersigned and delivered to the undersigned at the address below; and (3) if such number of shares is not all of the shares purchasable hereunder, that a new Warrant of like tenor for the balance of the remaining shares purchasable hereunder be issued in the name of the undersigned and delivered to the undersigned at the address below. Date:

(Please sign exactly as name appears on Warrant) Address: Taxpayer ID No.

EXHIBIT 4.3.17 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH SECURITIES IS THEN IN EFFECT, OR IN THE OPINION OF COUNSEL (WHICH OPINION IS REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES), SUCH REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS IS NOT REQUIRED. Date: May 23, 2000 Warrant to Purchase Shares PROBEX CORPORATION (INCORPORATED UNDER THE LAWS OF THE STATE OF COLORADO) WARRANT FOR THE PURCHASE OF SHARES OF THE NO PAR VALUE PER SHARE COMMON STOCK OF PROBEX CORPORATION WARRANT PRICE: $3.12 PER SHARE, SUBJECT TO ADJUSTMENT AS PROVIDED BELOW. THIS IS TO CERTIFY that, for value received, _________________ (the "Holder"), is entitled to purchase, subject to the terms and conditions hereinafter set forth, up to _______ shares of the no par value common stock ("Common Stock") of Probex Corporation, a Colorado corporation (the "Company"), and to receive certificate (s) for the Common Stock so purchased. 1. EXERCISE PERIOD AND VESTING. The "Exercise Period" is the period beginning on the date of this Warrant (the "Issuance Date") and ending at 5:00 p.m., Dallas, Texas time, on May 23, 2005 (the "Exercise Period"). This Warrant will terminate automatically and immediately upon the expiration of the Exercise Period. Notwithstanding the above, upon the occurrence of an

EXHIBIT 4.3.17 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH SECURITIES IS THEN IN EFFECT, OR IN THE OPINION OF COUNSEL (WHICH OPINION IS REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES), SUCH REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS IS NOT REQUIRED. Date: May 23, 2000 Warrant to Purchase Shares PROBEX CORPORATION (INCORPORATED UNDER THE LAWS OF THE STATE OF COLORADO) WARRANT FOR THE PURCHASE OF SHARES OF THE NO PAR VALUE PER SHARE COMMON STOCK OF PROBEX CORPORATION WARRANT PRICE: $3.12 PER SHARE, SUBJECT TO ADJUSTMENT AS PROVIDED BELOW. THIS IS TO CERTIFY that, for value received, _________________ (the "Holder"), is entitled to purchase, subject to the terms and conditions hereinafter set forth, up to _______ shares of the no par value common stock ("Common Stock") of Probex Corporation, a Colorado corporation (the "Company"), and to receive certificate (s) for the Common Stock so purchased. 1. EXERCISE PERIOD AND VESTING. The "Exercise Period" is the period beginning on the date of this Warrant (the "Issuance Date") and ending at 5:00 p.m., Dallas, Texas time, on May 23, 2005 (the "Exercise Period"). This Warrant will terminate automatically and immediately upon the expiration of the Exercise Period. Notwithstanding the above, upon the occurrence of an acquisition of all the issued and outstanding capital stock of the Company (by way of stock purchase, merger or consolidation) or all or substantially all of the assets of the Company, in each case in one transaction or a series of related transactions, this Warrant shall terminate, unless on or prior to the date of such occurrence, Holder exercises this Warrant (in which event, the portion of this Warrant which was not exercised shall automatically expire, without any action on behalf of the Company). This Warrant shall vest and become exercisable by the Holder in two separate tranches. Holder's right to purchase ______ shares of Common Stock hereunder (the "First Tranche") shall vest on the Issuance Date. Holder's right to purchase an additional _______ shares of Common Stock hereunder (the "Second Tranche") shall vest on August 31, 2000; provided, however, that the Second Tranche shall not vest if, on or prior to August 21, 2000, the Company notifies the Holder in writing (in accordance with Section 11

below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Notwithstanding the above, this Warrant shall automatically vest in full immediately prior to the occurrence of either of the following events: (i) a Change in Control of the Company; or (ii) the sale of at least five million dollars of Securities by the Company pursuant to a Placement (as such terms are defined in the Placement Agency Agreement, of even date herewith, by and between the Company and Stonegate Securities, Inc.). For purposes of this Warrant, a "Change in Control" of the Company shall be deemed to have occurred if: (a) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act

below) that the Company, in its sole discretion, is not satisfied with the services provided to the Company by Stonegate pursuant to Section 1 of that certain letter agreement, of even date herewith, by and between the Company and Stonegate. Notwithstanding the above, this Warrant shall automatically vest in full immediately prior to the occurrence of either of the following events: (i) a Change in Control of the Company; or (ii) the sale of at least five million dollars of Securities by the Company pursuant to a Placement (as such terms are defined in the Placement Agency Agreement, of even date herewith, by and between the Company and Stonegate Securities, Inc.). For purposes of this Warrant, a "Change in Control" of the Company shall be deemed to have occurred if: (a) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes the "beneficial owner" (as defined in Rule l3d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Company; (b) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or partnership (or, if no such approval is required, the consummation of such a merger or consolidation of the Company), other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to the consummation thereof continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or of a parent of the surviving entity) a majority of the combined voting power of the voting securities of the surviving entity (or its parent) outstanding immediately after that merger or consolidation; or (c) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or, if no such approval is required, the consummation of such a liquidation, sale, or disposition in one transaction or series of related transactions), other than a liquidation, sale or disposition of all or substantially all of the Company's assets in one transaction or a series of related transactions to a corporation or other entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company. 2. EXERCISE OF WARRANT; CASHLESS EXERCISE. Subject to the vesting provisions of Section 1 above, this Warrant may be exercised, in whole or in part, at any time and from time to time during the Exercise Period. Such exercise shall be accomplished by tender to the Company of the purchase price set forth above as the warrant price (the "Warrant Price"), either (a) in cash, by wire transfer or by certified check or bank cashier's check, payable to the order of the Company, or (b) by surrendering such number of shares of Common Stock received upon exercise of this Warrant with a current market price equal to the Warrant Price (a "Cashless Exercise"), together with presentation and surrender to the Company of this Warrant with an executed subscription in substantially the form attached hereto as Exhibit A (the "Subscription"). Upon receipt of the foregoing, the Company will deliver to the Holder, as promptly as possible, a certificate or certificates representing the shares of Common Stock so purchased, registered in the name of the Holder or its transferee (as permitted under Section 3 below). With respect to any exercise of this Warrant, the Holder will for all purposes be deemed to have become the holder of record of the number of shares of Common Stock purchased hereunder on the date this Warrant, a properly executed Subscription and payment of the Warrant Price is received by the Company (the "Exercise Date"), irrespective of the date of delivery of the certificate evidencing 2

such shares, except that, if the date of such receipt is a date on which the stock transfer books of the Company are closed, such person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. Fractional shares of Common Stock will not be issued upon the exercise of this Warrant. In lieu of any fractional shares that would have been issued but for the immediately preceding sentence, the Holder will be entitled to receive cash equal to the current market price of such fraction of a share of Common Stock on the trading day immediately preceding the Exercise Date. In the event this Warrant is exercised in part, the Company shall issue a new Warrant to the Holder covering the aggregate number of shares of Common Stock as to which this Warrant remains exercisable for. If the Holder elects to conduct a Cashless Exercise, the Company shall cause to be delivered to the Holder a certificate or certificates representing the number of shares of Common Stock computed using the following formula:

such shares, except that, if the date of such receipt is a date on which the stock transfer books of the Company are closed, such person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. Fractional shares of Common Stock will not be issued upon the exercise of this Warrant. In lieu of any fractional shares that would have been issued but for the immediately preceding sentence, the Holder will be entitled to receive cash equal to the current market price of such fraction of a share of Common Stock on the trading day immediately preceding the Exercise Date. In the event this Warrant is exercised in part, the Company shall issue a new Warrant to the Holder covering the aggregate number of shares of Common Stock as to which this Warrant remains exercisable for. If the Holder elects to conduct a Cashless Exercise, the Company shall cause to be delivered to the Holder a certificate or certificates representing the number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where: X = the number of shares of Common Stock to be issued to Holder; Y = the portion of the Warrant (in number of shares of Common Stock) being exercised by Holder (at the date of such calculation); A = the fair market value of one share of Common Stock on the Exercise Date (as calculated below); and B = Warrant Price (as adjusted to the date of such calculation). For purposes of the foregoing calculation, "fair market value of one share of Common Stock on the Exercise Date" shall mean: (i) if the principal trading market for such securities is a national or regional securities exchange, the average closing price on such exchange for the ten (10) trading days immediately prior to such Exercise Date; (ii) if sales prices for shares of Common Stock are reported by the Nasdaq National Market System or Nasdaq Small Cap Market (or a similar system then in use), the average last reported sales price for the ten (10) trading days immediately prior to such Exercise Date; or (iii) if neither (i) nor (ii) above are applicable, and if bid and ask prices for shares of Common Stock are reported in the over-the-counter market by Nasdaq (or, if not so reported, by the National Quotation Bureau), the average of the high bid and low ask prices so reported for the ten (10) trading days immediately prior to such Exercise Date. Notwithstanding the foregoing, if there is no reported closing price, last reported sales price, or bid and ask prices, as the case may be, for the period in question, then the current market price shall be determined as of the latest ten (10) day period prior to such day for which such closing price, last reported sales price, or bid and ask prices, as the case may be, are available, unless such securities have not been traded on an exchange or in the over-the-counter market for 30 or more days immediately prior to the day in question, in which case the current market price shall be determined in good faith by, and reflected in a formal resolution of, the 3

Board of Directors of the Company. The Company acknowledges and agrees that this Warrant was issued on the Issuance Date. 3. TRANSFERABILITY AND EXCHANGE. (a) This Warrant, and the Common Stock issuable upon the exercise hereof, may not be sold, transferred, pledged or hypothecated unless the Company shall have been provided with an opinion of counsel, or other evidence reasonably satisfactory to it, that such transfer is not in violation of the Securities Act, and any applicable state securities laws. Subject to the satisfaction of the aforesaid condition, this Warrant and the underlying shares of Common Stock shall be transferable from time to time by the Holder upon written notice to the Company. If this Warrant is transferred, in whole or in part, the Company shall, upon surrender of this

Board of Directors of the Company. The Company acknowledges and agrees that this Warrant was issued on the Issuance Date. 3. TRANSFERABILITY AND EXCHANGE. (a) This Warrant, and the Common Stock issuable upon the exercise hereof, may not be sold, transferred, pledged or hypothecated unless the Company shall have been provided with an opinion of counsel, or other evidence reasonably satisfactory to it, that such transfer is not in violation of the Securities Act, and any applicable state securities laws. Subject to the satisfaction of the aforesaid condition, this Warrant and the underlying shares of Common Stock shall be transferable from time to time by the Holder upon written notice to the Company. If this Warrant is transferred, in whole or in part, the Company shall, upon surrender of this Warrant to the Company, deliver to each transferee a Warrant evidencing the rights of such transferee to purchase the number of shares of Common Stock that such transferee is entitled to purchase pursuant to such transfer. The Company may place a legend similar to the legend at the top of this Warrant on any replacement Warrant and on each certificate representing shares issuable upon exercise of this Warrant or any replacement Warrants. Only a registered Holder may enforce the provisions of this Warrant against the Company. A transferee of the original registered Holder becomes a registered Holder only upon delivery to the Company of the original Warrant and an original Assignment, substantially in the form set forth in Exhibit B attached hereto. (b) This Warrant is exchangeable upon its surrender by the Holder to the Company for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares as may be designated by the Holder at the time of such surrender. 4. ADJUSTMENTS TO WARRANT PRICE AND NUMBER OF SHARES SUBJECT TO WARRANT. The Warrant Price and the number of shares of Common Stock purchasable upon the exercise of this Warrant are subject to adjustment from time to time upon the occurrence of any of the events specified in this Section 4. For the purpose of this Section 4, "Common Stock" means shares now or hereafter authorized of any class of common stock of the Company and any other stock of the Company, however designated, that has the right to participate in any distribution of the assets or earnings of the Company without limit as to per share amount (excluding, and subject to any prior rights of, any class or series of preferred stock). (a) In case the Company shall (i) pay a dividend or make a distribution in shares of Common Stock or other securities, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its shares of Common Stock other securities of the Company, then the Warrant Price in effect at the time of the record date for such dividend or on the effective date of such subdivision, combination or reclassification, and/or the number and kind of securities issuable on such date, shall be proportionately adjusted so that the Holder of any Warrant thereafter exercised shall be entitled to receive the aggregate number and kind of shares of Common Stock (or such other securities other than Common Stock) of the Company, at the same aggregate Warrant Price, that, if such Warrant had been exercised 4

immediately prior to such date, the Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, distribution, subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. (b) In case the Company shall fix a record date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) of cash, evidences of indebtedness or assets, or subscription rights or warrants, the Warrant Price to be in effect after such record date shall be determined by multiplying the Warrant Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the current market price per share of Common Stock on such record date, less the amount of cash so to be distributed (or the fair market value (as determined in good faith by, and reflected in a formal resolution of, the Board of Directors of the Company) of the portion of the assets or evidences of indebtedness so to be distributed, or of such subscription rights or warrants, applicable to one share of Common Stock, and the denominator of which shall be such current

immediately prior to such date, the Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, distribution, subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. (b) In case the Company shall fix a record date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) of cash, evidences of indebtedness or assets, or subscription rights or warrants, the Warrant Price to be in effect after such record date shall be determined by multiplying the Warrant Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the current market price per share of Common Stock on such record date, less the amount of cash so to be distributed (or the fair market value (as determined in good faith by, and reflected in a formal resolution of, the Board of Directors of the Company) of the portion of the assets or evidences of indebtedness so to be distributed, or of such subscription rights or warrants, applicable to one share of Common Stock, and the denominator of which shall be such current market price per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed. (c) For the purpose of any computation under any subsection of this Section 4, the "current market price" per share of Common Stock on any date shall be the per share price of the Common Stock on the trading day immediately prior to the event requiring an adjustment hereunder and shall be: (i) if the principal trading market for such securities is a national or regional securities exchange, the closing price on such exchange on such day; or (ii) if sales prices for shares of Common Stock are reported by the Nasdaq National Market System or Small Cap Market System (or a similar system then in use), the last reported sales price so reported on such day; or (iii) if neither (i) nor (ii) above are applicable, and if bid and ask prices for shares of Common Stock are reported in the over-thecounter market by Nasdaq (or, if not so reported, by the National Quotation Bureau), the average of the high bid and low ask prices so reported on such day. Notwithstanding the foregoing, if there is no reported closing price, last reported sales price, or bid and ask prices, as the case may be, for the day in question, then the current market price shall be determined as of the latest date prior to such day for which such closing price, last reported sales price, or bid and ask prices, as the case may be, are available, unless such securities have not been traded on an exchange or in the over-the-counter market for 30 or more days immediately prior to the day in question, in which case the current market price shall be determined in good faith by, and reflected in a formal resolution of, the Board of Directors of the Company. (d) Notwithstanding any provision herein to the contrary, no adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Warrant Price; provided, however, that any adjustments which by reason of this subsection (d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 4 shall be made to the nearest cent or the nearest one-hundredth of a share, as the case may be. 5

(e) In the event that at any time, as a result of an adjustment made pursuant to subsection (a) above, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares of Common Stock contained in this Section 4, and the other provisions of this Warrant shall apply on like terms to any such other shares.

(e) In the event that at any time, as a result of an adjustment made pursuant to subsection (a) above, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares of Common Stock contained in this Section 4, and the other provisions of this Warrant shall apply on like terms to any such other shares. (f) If the Company merges or consolidates into or with another corporation or entity, or if another corporation or entity merges into or with the Company (excluding such a merger in which the Company is the surviving or continuing corporation and which does not result in any reclassification, conversion, exchange, or cancellation of the outstanding shares of Common Stock), or if all or substantially all of the assets or business of the Company are sold or transferred to another corporation, entity, or person, then, as a condition to such consolidation, merger, or sale (a "Transaction"), lawful and adequate provision shall be made whereby the Holder shall have the right from and after the Transaction to receive, upon exercise of this Warrant and upon the terms and conditions specified herein and in lieu of the shares of the Common Stock that would have been issuable if this Warrant had been exercised immediately before the Transaction, such shares of stock, securities, or assets as the Holder would have owned immediately after the Transaction if the Holder had exercised this Warrant immediately before the effective date of the Transaction (it being acknowledged and agreed that the Warrant Price is not subject to change in the event the Company issues securities at a price lower than the Warrant Price, except as provided above in this Section 4). (g) In case any event shall occur as to which the other provisions of this Section 4 are not strictly applicable but the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles hereof, then, in each such case, the Company shall effect such adjustment, on a basis consistent with the essential intent and principles established in this Section 4, as may be necessary to preserve, without dilution, the purchase rights represented by this Warrant. 5. REGISTRATION RIGHTS. The Holder shall be entitled to the benefits of the registration rights set forth in Exhibit C attached hereto. 6. RESERVATION OF SHARES. The Company agrees at all times to reserve and hold available out of its authorized but unissued shares of Common Stock the number of shares of Common Stock issuable upon the full exercise of this Warrant. The Company further covenants and agrees that all shares of Common Stock that may be delivered upon the exercise of this Warrant will, upon delivery, be fully paid and nonassessable and free from all taxes, liens and charges with respect to the purchase thereof hereunder. 7. NOTICES TO HOLDER. Upon any adjustment of the Warrant Price (or number of shares of Common Stock purchasable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Price (and/or the number of shares of Common Stock purchasable upon the exercise of this Warrant) after such adjustment, and shall 6

set forth in reasonable detail the Company's method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date for the purpose of such dividend, distribution, or right, and stating the amount and character of such dividend,

set forth in reasonable detail the Company's method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date for the purpose of such dividend, distribution, or right, and stating the amount and character of such dividend, distribution, or right; or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation, or winding up is to take place and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specified. 8. NO RIGHTS AS A STOCKHOLDER. This Warrant does not entitle the Holder to any voting rights or other rights as a stockholder of the Company, nor to any other rights whatsoever except the rights herein set forth. 9. ADDITIONAL COVENANTS OF THE COMPANY. At such time as the Common Stock is listed for trading on any regional or national securities exchange or Nasdaq, the Company shall, upon issuance of any shares for which this Warrant is exercisable, at its expense, promptly obtain and maintain the listing of such shares. The Company shall comply with the reporting requirements of Sections 13 and 15(d) of the Exchange Act for so long as and to the extent that such requirements apply to the Company. The Company shall not, by amendment of its Articles or Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant. Without limiting the generality of the foregoing, the Company (a) will at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant, shares of Common Stock issuable from time to time upon exercise of this Warrant, (b) will not increase the par value of any shares of capital stock receivable upon exercise of this Warrant above the amount payable therefor upon such exercise, and (c) will take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable stock. 7

10. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the Company, the Holder and their respective successors and permitted assigns. 11. NOTICES. The Company agrees to maintain a ledger of the ownership of this Warrant (the "Ledger"). Any notice hereunder shall be given by registered or certified mail if to the Company, at its principal executive office and, if to the Holder, to its address shown in the Ledger of the Company; provided, however, that the Holder may at any time on three (3) days written notice to the Company designate or substitute another address where notice is to be given. Notice shall be deemed given and received after a certified or registered letter, properly addressed with postage prepaid, is deposited in the U.S. mail. 12. SEVERABILITY. Every provision of this Warrant is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the remainder of this Warrant.

10. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the Company, the Holder and their respective successors and permitted assigns. 11. NOTICES. The Company agrees to maintain a ledger of the ownership of this Warrant (the "Ledger"). Any notice hereunder shall be given by registered or certified mail if to the Company, at its principal executive office and, if to the Holder, to its address shown in the Ledger of the Company; provided, however, that the Holder may at any time on three (3) days written notice to the Company designate or substitute another address where notice is to be given. Notice shall be deemed given and received after a certified or registered letter, properly addressed with postage prepaid, is deposited in the U.S. mail. 12. SEVERABILITY. Every provision of this Warrant is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the remainder of this Warrant. 13. GOVERNING LAW. This Warrant shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to the principles of choice of laws thereof. 14. ATTORNEYS' FEES. In any action or proceeding brought to enforce any provision of this Warrant, the prevailing party shall be entitled to recover reasonable attorneys' fees in addition to its costs and expenses and any other available remedy. 15. ENTIRE AGREEMENT. This Warrant (including the Exhibits attached hereto) constitutes the entire understanding between the Company and the Holder with respect to the subject matter hereof, and supersedes all prior negotiations, discussions, agreements and understandings relating to such subject matter. IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer as of the date first set forth above. PROBEX CORP. By: Title: 8

EXHIBIT A SUBSCRIPTION FORM (To be Executed by the Holder to Exercise the Rights To Purchase Common Stock Evidenced by the Within Warrant) The undersigned hereby irrevocably subscribes for _______ shares (the "Stock") of the Common Stock of _______________________ (the "Company") pursuant to and in accordance with the terms and conditions of the attached Warrant (the "Warrant"), and hereby makes payment of $_______ therefor by [tendering cash, wire transferring or delivering a certified check or bank cashier's check, payable to the order of the Company] [surrendering _______ shares of Common Stock received upon exercise of the Warrant, which shares have a current market price equal to such payment as required in Section 2 of the Warrant]. The undersigned requests that a certificate for the Stock be issued in the name of the undersigned and be delivered to the undersigned at the address stated below. If the Stock is not all of the shares purchasable pursuant to the Warrant, the undersigned requests that a new Warrant of like tenor for the balance of the remaining shares purchasable thereunder be delivered to the undersigned at the address stated below. In connection with the issuance of the Stock, I hereby represent to the Company that I am acquiring the Stock for my own account for investment and not with a view to, or for resale in connection with, a distribution of the shares within the meaning of the Securities Act of 1933, as amended (the "Securities Act").

EXHIBIT A SUBSCRIPTION FORM (To be Executed by the Holder to Exercise the Rights To Purchase Common Stock Evidenced by the Within Warrant) The undersigned hereby irrevocably subscribes for _______ shares (the "Stock") of the Common Stock of _______________________ (the "Company") pursuant to and in accordance with the terms and conditions of the attached Warrant (the "Warrant"), and hereby makes payment of $_______ therefor by [tendering cash, wire transferring or delivering a certified check or bank cashier's check, payable to the order of the Company] [surrendering _______ shares of Common Stock received upon exercise of the Warrant, which shares have a current market price equal to such payment as required in Section 2 of the Warrant]. The undersigned requests that a certificate for the Stock be issued in the name of the undersigned and be delivered to the undersigned at the address stated below. If the Stock is not all of the shares purchasable pursuant to the Warrant, the undersigned requests that a new Warrant of like tenor for the balance of the remaining shares purchasable thereunder be delivered to the undersigned at the address stated below. In connection with the issuance of the Stock, I hereby represent to the Company that I am acquiring the Stock for my own account for investment and not with a view to, or for resale in connection with, a distribution of the shares within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). I understand that because the Stock has not been registered under the Securities Act, I must hold such Stock indefinitely unless the Stock is subsequently registered and qualified under the Securities Act or is exempt from such registration and qualification. I shall make no transfer or disposition of the Stock unless (a) such transfer or disposition can be made without registration under the Securities Act by reason of a specific exemption from such registration and such qualification, or (b) a registration statement has been filed pursuant to the Securities Act and has been declared effective with respect to such disposition. I agree that each certificate representing the Stock delivered to me shall bear substantially the same as set forth on the front page of the Warrant. I further agree that the Company may place stop orders on the certificates evidencing the Stock with the transfer agent, if any, to the same effect as the above legend. The legend and stop transfer notice referred to above shall be removed only upon my furnishing to the Company an opinion of counsel (reasonably satisfactory to the Company) to the effect that such legend may be removed.
Date: --------------------------Signed: ------------------------------------Address: -----------------------------------------------------------------------

A-1

EXHIBIT B ASSIGNMENT (TO BE EXECUTED BY THE HOLDER TO EFFECT TRANSFER OF THE ATTACHED WARRANT) For Value Received __________________________ hereby sells, assigns and transfers to _________________________ the Warrant attached hereto and the rights represented thereby to purchase _________ shares of Common Stock in accordance with the terms and conditions hereof, and does hereby irrevocably constitute and appoint _________________________ as attorney to transfer such Warrant on the books of the Company with full power of substitution.

EXHIBIT B ASSIGNMENT (TO BE EXECUTED BY THE HOLDER TO EFFECT TRANSFER OF THE ATTACHED WARRANT) For Value Received __________________________ hereby sells, assigns and transfers to _________________________ the Warrant attached hereto and the rights represented thereby to purchase _________ shares of Common Stock in accordance with the terms and conditions hereof, and does hereby irrevocably constitute and appoint _________________________ as attorney to transfer such Warrant on the books of the Company with full power of substitution.
Date: --------------------------Signed: -------------------------------------

Please print or typewrite name and address of assignee:

Please insert Social Security or other Tax Identification Number of Assignee:

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

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

B-1

EXHIBIT C REGISTRATION RIGHTS 1. DEFINITIONS Affiliate: With reference to any designated Person, any Person that has a relationship with such designated Person whereby either of such Persons directly or indirectly controls or is controlled by or is under common control with the other. For this purpose "control" means the power, direct or indirect, of one Person to direct or cause direction of the management and policies of another, whether by contract, through voting securities or otherwise. Commission: The Securities and Exchange Commission or any other governmental body at the time administering the Securities Act. Common Stock: The Company's authorized common stock, no par value per share, as constituted on the date of this Warrant, any stock into which such Common Stock may thereafter be changed and any stock of the Company of any other class, which is not preferred as to dividends or assets over any other class of stock of the Company and which is not subject to redemption, issued to the holders of shares of such Common Stock upon any re-classification thereof. Company Securities: Any equity securities proposed to be sold by the Company in the registration statement referred to. Person: A corporation, an association, a partnership, a limited liability company, a joint venture, a trust, an organization, a business, an entity, an individual, a government or political subdivision thereof or a governmental body. Registrable Securities: Common Stock and any securities of the Company issued with respect to the Common Stock by way of stock dividend or stock split or in connection with a combination, recapitalization, share exchange, consolidation or other reorganization of the Company. As to any Registrable Securities, once issued

EXHIBIT C REGISTRATION RIGHTS 1. DEFINITIONS Affiliate: With reference to any designated Person, any Person that has a relationship with such designated Person whereby either of such Persons directly or indirectly controls or is controlled by or is under common control with the other. For this purpose "control" means the power, direct or indirect, of one Person to direct or cause direction of the management and policies of another, whether by contract, through voting securities or otherwise. Commission: The Securities and Exchange Commission or any other governmental body at the time administering the Securities Act. Common Stock: The Company's authorized common stock, no par value per share, as constituted on the date of this Warrant, any stock into which such Common Stock may thereafter be changed and any stock of the Company of any other class, which is not preferred as to dividends or assets over any other class of stock of the Company and which is not subject to redemption, issued to the holders of shares of such Common Stock upon any re-classification thereof. Company Securities: Any equity securities proposed to be sold by the Company in the registration statement referred to. Person: A corporation, an association, a partnership, a limited liability company, a joint venture, a trust, an organization, a business, an entity, an individual, a government or political subdivision thereof or a governmental body. Registrable Securities: Common Stock and any securities of the Company issued with respect to the Common Stock by way of stock dividend or stock split or in connection with a combination, recapitalization, share exchange, consolidation or other reorganization of the Company. As to any Registrable Securities, once issued such securities shall cease to be Registrable Securities when (i) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (ii) they shall have been distributed to the public pursuant to Rule 144 (or any successor provision) under the Securities Act, (iii) they shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent disposition of them shall not require registration or qualification of them under the Securities Act or any similar state law then in force, or (iv) they shall have ceased to be outstanding. Selling Expenses: All underwriting discounts, selling commissions and stock transfer taxes applicable to the securities registered by the Holder and, except as provided in Section 4 hereof, all fees and disbursements of counsel for the Holder. C-1

Capitalized terms used in this Exhibit C but not otherwise defined herein shall have the meanings ascribed to such terms in the Warrant. 2. REGISTRATION RIGHTS 2.1. Registration on Request. (a) Except as provided in subsection (b) of this Section 2.1, upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least a majority of the then outstanding Registrable Securities of all Holders requesting that the Company effect pursuant to this Section 2.1 the registration of the requesting Holders' Registrable Securities under the Securities Act (which request shall specify the number of Registrable Securities to be registered), the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate

Capitalized terms used in this Exhibit C but not otherwise defined herein shall have the meanings ascribed to such terms in the Warrant. 2. REGISTRATION RIGHTS 2.1. Registration on Request. (a) Except as provided in subsection (b) of this Section 2.1, upon the written request of Holders (which request must be initiated by either Stonegate Securities, Inc. or any of its directors or officers who are Holders) owning at least a majority of the then outstanding Registrable Securities of all Holders requesting that the Company effect pursuant to this Section 2.1 the registration of the requesting Holders' Registrable Securities under the Securities Act (which request shall specify the number of Registrable Securities to be registered), the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its best efforts to effect the registration under the Securities Act of the Registrable Securities of all Holders which the Company has been so requested to register. (b) The Company shall not be obligated to take any action to effect any registration requested by the Holders pursuant to subsection (a) above (i) after two years from the date of this Warrant, or (ii) after the Company has effected one (1) registration pursuant to this Section 2.1 and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by the Company at the request of the Holders unless the requesting Holder shall have elected to pay all Company Registration Expenses (as defined in Section 4 below) in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other govern-mental agency or court for any reason other than a misrepresentation or an omission by any participating Holder, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2.1 within 90 days after the effective date of any underwritten public offering by the Company or of any previous registration withdrawn at the request of the requesting Holders. The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2.1 if the financial advisor and/or underwriter to the Company certifies to the holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on the Company; provided, however, that in such event the Holders of Registrable Securities requesting such Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Registration shall not C-2

count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve-month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective date. 2.2. Incidental Registration. (a) If the Company at any time proposes to register any of its equity securities under the Securities Act on any form other than Form S-4 or Form S-8 (or any similar or successor form then in effect), whether or not for sale for its own account, and if the registration form proposed to be used may be used for the registration of

count as the one permitted registration under this Section 2.1 and the Company shall pay all Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve-month period. In addition, upon written notice from the Company to Holder of the effectiveness of an underwritten public offering, Holder agrees not to sell any Registrable Securities under any registration statement effected under this Section 2.1 for a period of thirty (30) days following such effective date. 2.2. Incidental Registration. (a) If the Company at any time proposes to register any of its equity securities under the Securities Act on any form other than Form S-4 or Form S-8 (or any similar or successor form then in effect), whether or not for sale for its own account, and if the registration form proposed to be used may be used for the registration of Registrable Securities, the Company will in each such case give prompt written notice (and in any event at least 10 business days' prior written notice prior to the filing of such registration statement) to the Holders of the Company's intention to do so, such notice to specify the securities to be registered, the proposed numbers and amounts thereof and the date not less than 20 days thereafter by which the Company must receive the Holders' written indication of whether the Holders wish to include their Registrable Securities in such registration statement and advising the Holders of their rights under this Section 2.2. Upon the written request of any Holder made on or before the date specified in such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will, to the extent permitted under Section 7, use its best efforts to cause all such Registrable Securities, which the Holders have so requested the registration thereof, to be registered under the Securities Act (with the securities that the Company at the time proposes to register), to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof as aforesaid) by the Holders of the Registrable Securities to be so registered. (b) No registration effected pursuant to a request referred to in this Section 2.2 shall be deemed to have been effected pursuant to Section 2.1. (c) Notwithstanding anything to the contrary in this Section 2.2, the Company shall have the right to discontinue any registration under this Section 2.2 at any time prior to the effective date of such registration if the registration of other securities giving rise to such registration under this Section 2.2 is discontinued. 3. REGISTRATION PROCEDURES If and whenever the Company is required by the provisions hereof to effect or cause the registration of any Registrable Securities under the Securities Act as provided herein, the Company will, as expeditiously as possible: (a) prepare and file with the Commission (in the case of a registration pursuant to Section 2.1, such filing to be made as soon thereafter as possible but in any event within 60 days after the request by the requisite Holders to register Registrable Securities) a registration statement with respect to such Registrable Securities and use all commercially reasonable efforts C-3

to cause such registration statement to become and remain effective (provided that, before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to one counsel selected by the Holders copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel); (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of at least 180 days (or such shorter period as shall be necessary to complete the distribution of the securities covered thereby) and to comply with the pro-visions of the Securities Act with respect to the sale or other disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement;

to cause such registration statement to become and remain effective (provided that, before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to one counsel selected by the Holders copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel); (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of at least 180 days (or such shorter period as shall be necessary to complete the distribution of the securities covered thereby) and to comply with the pro-visions of the Securities Act with respect to the sale or other disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; (c) furnish to counsel for the Holders and each underwriter of the securities being sold by the Holders such number of copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus), in conformity with the requirements of the Securities Act, and such other documents, as such counsel may reasonably request, in substantially the form in which they are proposed to be filed with the Commission, in order to facilitate the public sale or other disposition of the Registrable Securities owned by the participating Holders; (d) use all commercially reasonable efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as the Holders shall reasonably request, and do any and all other acts and things which may be necessary or advisable to enable the Holders and any underwriter to consummate the disposition in such jurisdictions of such Registrable Securities owned by the participating Holders, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this subsection(d), it would not be obligated to be so qualified, or to subject itself to taxation in any such jurisdiction; (e) use all commercially reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the participating Holders to consummate the disposition of its Registrable Securities; (f) notify the participating Holders at any time when a prospectus relating to its Registrable Securities is required to be delivered under the Securities Act, of the Company's becoming aware that the prospectus included in the related registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly prepare and furnish to the participating Holders and each underwriter a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to C-4

be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (g) otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the Commission; (h) use all commercially reasonable efforts (1) to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange (if such Registrable Securities are not already so listed) and on each additional national securities exchange on which similar securities issued by the Company are then listed, if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (2) to secure designation of all such Registrable Securities covered by such registration statement as a Nasdaq "national market system security" or "small cap system security" within the meaning of Rule 11Aa2-1 of the Commission or, failing that, to secure Nasdaq authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such

be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (g) otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the Commission; (h) use all commercially reasonable efforts (1) to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange (if such Registrable Securities are not already so listed) and on each additional national securities exchange on which similar securities issued by the Company are then listed, if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (2) to secure designation of all such Registrable Securities covered by such registration statement as a Nasdaq "national market system security" or "small cap system security" within the meaning of Rule 11Aa2-1 of the Commission or, failing that, to secure Nasdaq authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the National Association of Securities Dealers; (i) enter into such agreements (including an underwriting agreement in customary form) and take such other actions as the Holder shall reasonably request in order to expedite or facilitate the disposition of its Registrable Securities; (j) in the case of a registration instituted pursuant section 2.1 (if typically requested in a registration of the type being undertaken), to use its best efforts to furnish to any participating Holder an opinion from the Company's counsel and a "cold comfort" letter from the Company's independent public accountants, addressed to such participating Holder, in customary form and covering such matters of the type customarily covered by such opinions and "cold comfort" letters as such participating Holder shall reasonably request; (k) make available for inspection by any participating Holder and by any underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by the Holder or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company's officers, directors, employees and the independent public accountants who have certified its financial statements to supply all information reasonably requested by any participating Holder, underwriter, attorney, accountant or agent in connection with such registration statement; (l) permit the Holder (1) to participate in the preparation of such registration or comparable statement, (2) to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of any participating Holder should be included and (3) to receive such documents and make such requests as any participating Holder is entitled to under this Section 3; (m) in the case of an underwritten offering, enable the Registrable Securities to be in such denominations and registered in such names as the underwriters may request at least two business days prior to the sale of the Registrable Securities; and C-5

(n) notify the Holder of any stop order threatened or issued by the Commission and take all actions reasonably necessary to prevent the entry of such stop order or to remove it if entered. The Holders shall be deemed to have agreed by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subsection (f) above, the Holders will forthwith discontinue their disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Holders' receipt of the copies of the supplemented or amended prospectus contemplated by said subsection and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in the Holders' possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in subsection

(n) notify the Holder of any stop order threatened or issued by the Commission and take all actions reasonably necessary to prevent the entry of such stop order or to remove it if entered. The Holders shall be deemed to have agreed by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subsection (f) above, the Holders will forthwith discontinue their disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Holders' receipt of the copies of the supplemented or amended prospectus contemplated by said subsection and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in the Holders' possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in subsection (b) above shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received the copies of the supplemented or amended prospectus contemplated by subsection (f) above. Each participating Holder shall furnish to the Company in writing such information and documents regarding it and the distribution of its securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdictions referred to in subsection (d) above. If any such registration or comparable statement refers to any participating Holder by name or otherwise as the holder of any securities of the Company, but such reference to such participating Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, then such participating Holder shall have the right to require the deletion of the reference to such participating Holder. 4. REGISTRATION EXPENSES In connection with any registration of Registrable Securities pursuant to Section 2.1 or 2.2, the Company will, whether or not any such registration shall become effective, from time to time promptly upon receipt of bills or invoices relating thereto, pay all expenses (other than Selling Expenses) incident to its performance of or compliance herewith (the "Company Registration Expenses"), including, without limitation, all registration, filing and NASD fees, fees and expenses of compliance with securities or blue sky laws, word processing, duplicating and printing expenses, messenger and delivery expenses, fees and disbursements of counsel for the Company and all independent public accountants (including the expenses of any audit and/or "cold comfort" letter) and other Persons retained by the Company, reasonable fees and disbursements of one counsel or firm of counsel retained by the Holders (as a group) (not to exceed $3,000) and any fees and disbursements of underwriters customarily paid by issuers or sellers of securities (excluding underwriting commissions and discounts, except where they are customarily paid by issuers). C-6

5. INDEMNIFICATION (a) The Company will, and hereby does, indemnify, to the extent permitted by law, each Holder and each Person, if any, who controls each Holder within the meaning of Section 15 of the Securities Act (collectively, "Holder Indemnified Parties"), from and against all losses, claims, damages, liabilities and expenses, joint or several, to which any such Holder Indemnified Party may become subject under the Securities Act, the Exchange Act and all rules and regulations under each such Act, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement as contemplated hereby or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the Company shall have filed with the Commission any amendment thereof or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) any

5. INDEMNIFICATION (a) The Company will, and hereby does, indemnify, to the extent permitted by law, each Holder and each Person, if any, who controls each Holder within the meaning of Section 15 of the Securities Act (collectively, "Holder Indemnified Parties"), from and against all losses, claims, damages, liabilities and expenses, joint or several, to which any such Holder Indemnified Party may become subject under the Securities Act, the Exchange Act and all rules and regulations under each such Act, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement as contemplated hereby or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the Company shall have filed with the Commission any amendment thereof or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company and relating to action of or inaction by the Company in connection with any such registration; and in each such case, the Company shall reimburse each such Holder Indemnified Party for any reasonable legal or other expenses incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability, expense, action or proceeding; provided, however, that the Company shall not be liable to any such Holder Indemnified Party insofar as such losses, claims, damages, liabilities, expenses, actions or proceedings are caused by any untrue statement or alleged untrue statement made in reliance on or in conformity with any information furnished in writing to the Company by or on behalf of the Holder Indemnified Party expressly for use therein. If the offering pursuant to any registration statement provided for hereunder is made through underwriters, no action or failure to act on the part of such underwriters (whether or not any such underwriter is an Affiliate of any Holder Indemnified Party) shall affect the Company's obligations to indemnify the Holder Indemnified Parties pursuant to the preceding paragraph. If the offering pursuant to any registration statement provided for hereunder is made through underwriters, the Company agrees to enter into an underwriting agreement in customary form with such underwriters and to indemnify such underwriters, their officers and directors, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as hereinbefore provided with respect to the indemnification of the Holder Indemnified Parties; provided, however, that the Company shall not be required to indemnify any such underwriter, or any officer or director of such under-writer or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability, expense, action or proceeding for which indemnification is claimed results from such underwriter's failure to send or give a copy of the amended or supplemented final prospectus, at or prior to the written confirmation of the sale of Registrable Securities, to a Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission if such statement or omission was corrected in C-7

such amended or supplemented final prospectus prior to such written confirmation and the underwriter was given notice of the availability of such amended or supplemented final prospectus. In connection with any registration statement in which any Holder is participating, such participating Holder will furnish to the Company in writing such information as shall be reasonably requested by the Company for use in any such registration statement or prospectus and will indemnify, to the extent permitted by law, the Company, its officers and directors and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities, expenses, actions or proceedings resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto, or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in reliance on or in conformity with any information so furnished in writing by such participating Holder expressly for use therein.

such amended or supplemented final prospectus prior to such written confirmation and the underwriter was given notice of the availability of such amended or supplemented final prospectus. In connection with any registration statement in which any Holder is participating, such participating Holder will furnish to the Company in writing such information as shall be reasonably requested by the Company for use in any such registration statement or prospectus and will indemnify, to the extent permitted by law, the Company, its officers and directors and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities, expenses, actions or proceedings resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto, or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in reliance on or in conformity with any information so furnished in writing by such participating Holder expressly for use therein. Any Person entitled to indemnification under the provisions of this Section 5 shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification, and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for hereunder shall so provide. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel (plus one local counsel or firm of counsel) for all parties indemnified by such indemnifying party hereunder in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties in respect to such claim. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder Indemnified Party and shall survive the transfer of such securities by such Holder Indemnified Party. (b) If for any reason the foregoing indemnity is unavailable, then the indemnifying party shall con-tribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other, or (ii) if the allocation provided by subdivision (i) above is not permitted by applicable law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. Notwithstanding the foregoing, no Holder shall be required to C-8

contribute any amount in excess of the amount such Holder would have been required to pay to an indemnified party if the indemnity under subdivision (a) of this Section 5 was available. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligation of any underwriters to contribute pursuant to this Section 5 shall be several in proportion to their respective underwriting commitments and not joint. (c) An indemnifying party shall make payments of all amounts required to be made pursuant to the fore-going provisions of this Section 5 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due and payable. 6. CERTAIN LIMITATIONS ON REGISTRATION RIGHTS In the case of a registration under Section 2.1, if any Holder determines to enter into an underwriting agreement in

contribute any amount in excess of the amount such Holder would have been required to pay to an indemnified party if the indemnity under subdivision (a) of this Section 5 was available. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligation of any underwriters to contribute pursuant to this Section 5 shall be several in proportion to their respective underwriting commitments and not joint. (c) An indemnifying party shall make payments of all amounts required to be made pursuant to the fore-going provisions of this Section 5 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due and payable. 6. CERTAIN LIMITATIONS ON REGISTRATION RIGHTS In the case of a registration under Section 2.1, if any Holder determines to enter into an underwriting agreement in connection there-with or, in the case of a registration under Section 2.2, if the Company determines to enter into an underwriting agreement in connection therewith, all Registrable Securities to be included in such registration shall be subject to such underwriting agreement and no Person may participate in such registration unless such Person agrees to sell such Person's securities on the basis provided in such underwriting agreement and completes and/or executes all questionnaires, indemnities, and other reasonable documents which must be executed under the terms of such underwriting agreement. 7. ALLOCATION OF SECURITIES INCLUDED IN REGISTRATION STATEMENT In the case of a registration pursuant to Section 2.2, if the Company's managing underwriter shall advise the Company and the Holders in writing that the inclusion in any registration pursuant hereto of some or all of (a) the Registrable Securities sought to be registered by the Holders, and (b) the Company Securities sought to be registered creates a substantial risk that the proceeds or price per unit that will be derived from such registration will be reduced or that the number of securities to be registered is too large a number to be reasonably sold, (i) first, the number of Company Securities (or securities of other Persons exercising "demand rights") sought to be registered shall be included in such registration, and (ii) next, the number of Registrable Securities and other securities of holders exercising "piggyback rights" shall be included in such registration to the extent permitted by the Company's managing underwriter (if the offering is underwritten) with the number of Registrable Securities and such other securities being registered being on a pro rata basis based on the number of securities the participating Holders and each such other holder desire to have registered; provided, however, that, if any participating Holder would be required pursuant to the provisions of this Section 7 to reduce the number of Registrable Securities that it may include in such registration, such participating Holder may withdraw all or any portion of its Registrable Securities from such registration. C-9

8. LIMITATIONS ON SALE OR DISTRIBUTION OF SECURITIES If a registration hereunder shall be in connection with an underwritten public offering, the participating Holders shall be deemed to have agreed by acquisition of their Registrable Securities not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities and to use their best efforts not to effect any such public sale or distribution of any other equity security of the Company or of any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) within 10 days before or 90 days after the effective date of such registration statement. In such event, such participating Holders agree, if requested, to sign a customary market stand-off letter with the Company's managing underwriter, and to comply with applicable rules and regulations of the Commission. 9. RULE 144 The Company covenants that it will file the reports required to be filed under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, in the event that the Company is not required to file such reports, it will make publicly available information as set forth in Rule 144(c)(2)

8. LIMITATIONS ON SALE OR DISTRIBUTION OF SECURITIES If a registration hereunder shall be in connection with an underwritten public offering, the participating Holders shall be deemed to have agreed by acquisition of their Registrable Securities not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities and to use their best efforts not to effect any such public sale or distribution of any other equity security of the Company or of any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) within 10 days before or 90 days after the effective date of such registration statement. In such event, such participating Holders agree, if requested, to sign a customary market stand-off letter with the Company's managing underwriter, and to comply with applicable rules and regulations of the Commission. 9. RULE 144 The Company covenants that it will file the reports required to be filed under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, in the event that the Company is not required to file such reports, it will make publicly available information as set forth in Rule 144(c)(2) promulgated under the Securities Act), and it will take such further action as any Holder may reasonably request, or to the extent required from time to time to enable the Holders to sell their Registrable Securities without registration under the Securities Act within the limitation of the exemption provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission (collectively, "Rule 144"). Upon request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. 10. REGISTRATION RIGHTS OF OTHERS If the Company shall at any time hereafter provide any Person any Company rights with respect to the registration of any securities of the Company under the Securities Act, such rights shall not be in conflict with any of the rights provided herein to the Holders. 11. TRANSFER OF REGISTRATION RIGHTS If and to the extent that any Holder sells or otherwise disposes of Registrable Securities in any transaction that does not require registration under the Securities Act (other than a transaction exempt under Rule 144), the rights of the Holder hereunder with respect to such Registrable Securities will be assignable to the transferee of such Registrable Securities; provided, however, that such transferee agrees in writing to be bound by all the terms and conditions of this Exhibit C. C-10
EXHIBIT 4.3.18 -------------------------------------------------------------------------------THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER: (A) THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF SUCH ACT AND/OR REGULATIONS D PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SECURITIES LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION OR ITS REPRESENTATIVES THAT SUCH SALE OR TRANSFER WOULD NOT VIOLATE APPLICABLE SECURITIES LAWS OR REGULATIONS. -------------------------------------------------------------------------------WARRANT NO. TO PURCHASE SHARES OF COMMON STOCK ($0.001 PAR VALUE) CLASS "AC" WARRANT TO PURCHASE SHARES OF COMMON STOCK OF PROBEX CORP. (A DELAWARE CORPORATION)

EXHIBIT 4.3.18 -------------------------------------------------------------------------------THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER: (A) THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF SUCH ACT AND/OR REGULATIONS D PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SECURITIES LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION OR ITS REPRESENTATIVES THAT SUCH SALE OR TRANSFER WOULD NOT VIOLATE APPLICABLE SECURITIES LAWS OR REGULATIONS. -------------------------------------------------------------------------------WARRANT NO. TO PURCHASE SHARES OF COMMON STOCK ($0.001 PAR VALUE) CLASS "AC" WARRANT TO PURCHASE SHARES OF COMMON STOCK OF PROBEX CORP. (A DELAWARE CORPORATION)

PURCHASE PRICE PER SHARE: $1.9625 EXPIRATION DATE: 5:00 P.M., DALLAS, TEXAS TIME, ON NOVEMBER 2, 2005 THIS CERTIFIES that, for value received, is the registered owner and is entitled, subject to the terms and conditions of this Warrant, until the Expiration Date, to purchase the number of shares set forth above of the Common Stock, $0.001 par value (the "Common Stock"), of Probex Corp. (the "Corporation") from the Corporation at the purchase price set forth above. The number of shares of Common Stock which may be received upon the exercise of the Warrants and the price to be paid for each share of Common Stock are subject to adjustment from time to time as hereinafter set forth. 1. EXERCISE OF WARRANTS. Subject to the provisions hereof, this Warrant may be exercised in whole or in part until the Expiration Date, by delivery of this Warrant to the Corporation with the exercise form duly executed and payment of the purchase price (in cash or by certified or bank cashier's check made payable to the order of the Corporation) for each share purchased. 2. CORPORATION'S COVENANTS AS TO COMMON STOCK. Shares deliverable on the exercise of this Warrant shall, at delivery, be fully paid and non-assessable, free from taxes, liens, and charges with respect to their purchase. The Corporation shall at all times reserve and hold available sufficient shares of Common Stock to satisfy all conversion and purchase rights of outstanding convertible securities, options and warrants. 3. REDUCTION IN WARRANT. If the Secured Promissory Note, dated as of November 2, 2000, by and between the Corporation and ___________________, is repaid on or prior to December 2,

Class "AC" Warrant No__ Page 2 2000, then the aggregate number of shares of Common Stock purchasable hereunder shall be reduced to threefifths (3/5ths) of the shares of Common Stock specified on the face of this Warrant. 4. METHOD OF EXERCISE; FRACTIONAL SHARES. The purchase rights represented by this Warrant are exercisable at the option of the registered owner in whole at any time, or in part, from time to time, within the period above specified, provided, however, that purchase rights are not exercisable with respect to a fraction of a share of Common Stock. In lieu of issuing a fraction of a share remaining after exercise of this Warrant as to all

Class "AC" Warrant No__ Page 2 2000, then the aggregate number of shares of Common Stock purchasable hereunder shall be reduced to threefifths (3/5ths) of the shares of Common Stock specified on the face of this Warrant. 4. METHOD OF EXERCISE; FRACTIONAL SHARES. The purchase rights represented by this Warrant are exercisable at the option of the registered owner in whole at any time, or in part, from time to time, within the period above specified, provided, however, that purchase rights are not exercisable with respect to a fraction of a share of Common Stock. In lieu of issuing a fraction of a share remaining after exercise of this Warrant as to all full shares covered hereby, the Corporation shall either (1) pay therefor cash equal to the same fraction of the then current Warrant purchase price per share or, at its option, (2) issue scrip for the fraction, in registered or bearer form approved by the board of directors of the Corporation, which shall entitle the holder to receive a certificate for a full share of Common Stock on surrender of scrip aggregating a full share. Scrip may become void after a reasonable period (but not less than six months after the expiration date of this Warrant) determined by the board of directors and specified in the scrip. In case of the exercise of this Warrant for less than all the shares purchasable, the Corporation shall cancel this Warrant and execute and deliver a new Warrant of like tenor and date for the balance of the shares purchasable. 5. ADJUSTMENT OF EXERCISE PRICE. If on or prior to January 15, 2003, the Corporation shall (i) issue, (ii) enter into any binding agreement to issue, or (iii) commence any public or private offering for the issuance of, shares of Common Stock, warrants to purchase shares of Common Stock or debt or equity securities which are convertible into shares of Common Stock, in an aggregate amount of at least 100,000 shares of Common Stock (excluding any options to purchase Common Stock issued pursuant to any employee stock option plan of the Corporation), and the issuance, exercise or conversion price (the "Issuance Price") of such Common Stock is less than $1.9625 per share, then the exercise price per share pursuant to this Warrant shall be adjusted (and the Corporation shall, after occurrence of any event requiring such adjustment, notify the holder of this Warrant of the adjustment) so that the exercise price shall be equal to the Issuance Price. For purposes of this section, a public or private offering shall be deemed to have commenced if the there is substantial agreement as to the material terms of such offering. 6. REDEMPTION. The Corporation has no redemption rights pursuant to this Warrant. 7. LIMITED RIGHTS OF OWNER. This Warrant does not entitle the owner to any voting rights or other rights as a shareholder of the Corporation, or to any other rights whatsoever except the rights herein expressed. No dividends are payable or will accrue on this Warrant or the shares purchasable hereunder until, and except to the extent that, this Warrant is exercised. 8. EXCHANGE FOR OTHER DENOMINATIONS. This Warrant is exchangeable, on its surrender by the registered owner to the Corporation, for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable hereunder in denominations designated by the registered owner at the time of surrender. 9. TRANSFER. Except as otherwise above provided, this Warrant is transferable only on the books of the Corporation by the registered owner in person or by attorney, on surrender of this Warrant, properly endorsed. However, because this Warrant has not been registered under the Securities Act of 1933, as amended, and applicable state securities laws, this Warrant may not be sold or transferred in the absence of an effective registration of it under such Act and all other applicable securities laws or an opinion of counsel acceptable to the Corporation or its representatives that such sale or transfer would not violate applicable securities laws or regulations. Any Common Stock purchased upon exercise of this Warrant shall also be subject to the same restrictions on transfer and will contain the same transfer legend found on the face of this Warrant.

Class "AC" Warrant No__ Page 3

Class "AC" Warrant No__ Page 3 10. REGISTRATION RIGHTS. (1) Each time that the Corporation proposes for any reason to register any of its Common Stock under the Securities Act in connection with the proposed offer and sale of its Common Stock for money either for its own account or on behalf of any other security holder ("Proposed Registration"), other than pursuant to a registration statement on Form S-4, S-8 or any successor thereto, the Corporation shall promptly give written notice of such Proposed Registration to the holder hereof and shall offer such holder hereof the right to request inclusion of the shares issued or issuable upon the exercise of this Warrant in the Proposed Registration. (2) The holder hereof shall have thirty (30) days from the receipt of such notice to deliver to the Corporation a written request specifying the number of shares such holder hereof intends to sell and the holder's intended method of disposition. (3) In the event that the Proposed Registration by the Corporation is, in whole or in part, an underwritten public offering, the Corporation shall so advise the holder hereof as part of the written notice given pursuant to Section 10(1), and any request under Section 10(2) must specify that the shares of Common Stock be included in the underwriting on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration. (4) Upon receipt of a written request pursuant to Section 10(2), the Corporation shall promptly use its best efforts to cause all such shares of Common Stock held by the holder hereof to be registered under the Securities Act (and included in any related qualifications under blue sky laws or other compliance), to the extent required to permit sale or disposition as set forth in the Proposed Registration. (5) In the event that the offering is to be an underwritten offering, the holder hereof proposing to distribute its shares of Common Stock through such underwritten offering agrees to enter into an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Corporation. (6) Notwithstanding the foregoing, if in its good faith judgment, the managing underwriter determines and advises in writing that the inclusion of all shares of Common Stock issued or issuable with respect to this Warrant proposed to be included in the underwritten public offering, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holder hereof, would interfere with the successful marketing of such securities, then the number of such shares to be included in such underwritten public offering shall be reduced, on a pro-rata basis (except only those shares held by holders that have the benefit of any priority rights previously granted such holders), based upon the number of shares held by each holder, including the holder hereof; provided that, in connection with any such public offering, if the managing underwriter reasonably and in good faith recommends, which recommendation and supporting reasoning shall be delivered in writing to the holders, that no amount of shares, including shares held by the holder hereof, should be included in the underwritten public offering, then the Corporation shall not be required to include any such shares in such public offering. 11. RECOGNITION OF REGISTERED OWNER. Prior to due presentment for registration of transfer of this Warrant, the Corporation may treat the registered owner as the person exclusively entitled to receive notices and otherwise to exercise rights hereunder. 12. EFFECT OF STOCK SPLIT, ETC. If the Corporation, by stock dividend, split, reverse split, reclassification of shares, or otherwise, changes as a whole the outstanding Common Stock into a different number or class of shares, then:

Class "AC" Warrant No__ Page 4

Class "AC" Warrant No__ Page 4 (1) the number and class of shares so changed shall, for the purposes of this Warrant, replace the shares outstanding immediately prior to the change; and (2) the Warrant purchase price in effect, and the number of shares purchasable under this Warrant, immediately prior to the date upon which the change becomes effective, shall be proportionately adjusted (the price to the nearest cent). Irrespective of any adjustment or change in the Warrant purchase price or the number of shares purchasable under this or any other Warrant of like tenor, the Warrants theretofore and thereafter issued may continue to express the Warrant purchase price per share and the number of shares purchasable as were expressed in the Warrants when initially issued. 13. EFFECT OF MERGER, ETC. If the Corporation consolidates with or merges into another corporation, the registered owner shall thereafter be entitled on exercise to purchase, with respect to each share of Common Stock purchasable hereunder immediately before the consolidation or merger becomes effective, the securities or other consideration to which a holder of one share of Common Stock is entitled in the consolidation or merger to assure that all the provisions of this Warrant shall thereafter be applicable, as nearly as reasonable may be, to any securities or other consideration so deliverable on exercise of this Warrant. The Corporation shall not consolidate or merge unless, prior to consummation, the successor corporation (if other than the Corporation) assumes the obligations of this Section 13 by written instrument executed and mailed to the registered owner at the address of the owner on the books of the Corporation. A sale or lease of all or substantially all the assets of the Corporation for consideration (apart from the assumption of obligations) consisting primarily of securities is a consolidation or merger for the foregoing purposes. 14. NOTICE OF ADJUSTMENT. On the happening of an event requiring an adjustment of the Warrant purchase price or shares purchasable hereunder, the Corporation shall forthwith give written notice to the registered owner stating the adjusted Warrant purchase price and the adjusted number and kind of securities or other property purchasable hereunder resulting from the event and setting forth in reasonable detail the method of calculation and the facts upon which the calculation is based. The board of directors of the Corporation, acting in good faith, shall determine the calculation. 15. NOTICE AND EFFECT OF DISSOLUTION, ETC. In case a voluntary or involuntary dissolution, liquidation, or winding up of the Corporation (other than in connection with a consolidation or merger covered by Section 13 above) is at any time proposed, the Corporation shall give at least 10 days written notice to the registered owner prior to the record date as of which holders of Common Stock will be entitled to receive distributions as a result of the proposed transaction. Such notice shall contain: (1) the date on which the transaction is to take place; (2) the record date as of which holders of Common Stock will be entitled to receive distributions as a result of the transaction; (3) a brief description of the transaction; (4) a brief description of the distributions to be made to holders of Common Stock as a result of the transaction; and (5) an estimate of the fair value of the distributions. On the date of the transaction, if it actually occurs, this Warrant and all rights hereunder shall terminate. 15. METHOD OF GIVING NOTICE; EXTENT REQUIRED. Notices shall be given by first class mail, postage prepaid, addressed to the registered owner at the address of the owner appearing in the records of the Corporation. No notice to warrant holders is required except as specified in Sections 5, 10, 14 and 15. 15. ACCESS TO INFORMATION. The Corporation will provide an opportunity to any registered owner of this Warrant to ask questions of management of the Corporation and to obtain information to the extent the Corporation has made such information publicly available prior to any exercise of the owner's rights to purchase Common Stock under this Warrant. Requests for information and any other questions concerning the business and affairs of the Corporation should be directed to any officer of the Corporation at its main offices.

Class "AC" Warrant No__

Class "AC" Warrant No__ Page 5 [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]

Class "AC" Warrant No__ Page 6 IN WITNESS WHEREOF, the Corporation has caused this Warrant to be executed and delivered by its duly authorized officer as of the 2nd day of November, 2000. PROBEX CORP. By: Name: Title:

Class "AC" Warrant No__ Page 7 TRANSFER FORM For value received, the undersigned hereby sells, assigns, and transfers to Name Address this Warrant and irrevocable appoints attorney (with full power of substitution) to transfer this Warrant on the books of the Corporation. Date:

------------------------------------(Please sign exactly as name appears on Warrant) Taxpayer ID No. ------------------In the presence of ----------------------------------------Signature guaranteed by ------------------------------------

Class "AC" Warrant No__ Page 8 EXERCISE FORM

Class "AC" Warrant No__ Page 6 IN WITNESS WHEREOF, the Corporation has caused this Warrant to be executed and delivered by its duly authorized officer as of the 2nd day of November, 2000. PROBEX CORP. By: Name: Title:

Class "AC" Warrant No__ Page 7 TRANSFER FORM For value received, the undersigned hereby sells, assigns, and transfers to Name Address this Warrant and irrevocable appoints attorney (with full power of substitution) to transfer this Warrant on the books of the Corporation. Date:

------------------------------------(Please sign exactly as name appears on Warrant) Taxpayer ID No. ------------------In the presence of ----------------------------------------Signature guaranteed by ------------------------------------

Class "AC" Warrant No__ Page 8 EXERCISE FORM The undersigned hereby: (1) irrevocably subscribes for ________________ shares of your Common Stock pursuant to this Warrant, and encloses payment of $____________________ therefor; (2) requests that a certificate for the shares be issued in the name of the undersigned and delivered to the undersigned at the address below; and (3) if such number of shares is not all of the shares purchasable hereunder, that a new Warrant of like tenor for the balance of the remaining shares purchasable hereunder be issued in the name of the undersigned and delivered to the undersigned at the address below.

Class "AC" Warrant No__ Page 7 TRANSFER FORM For value received, the undersigned hereby sells, assigns, and transfers to Name Address this Warrant and irrevocable appoints attorney (with full power of substitution) to transfer this Warrant on the books of the Corporation. Date:

------------------------------------(Please sign exactly as name appears on Warrant) Taxpayer ID No. ------------------In the presence of ----------------------------------------Signature guaranteed by ------------------------------------

Class "AC" Warrant No__ Page 8 EXERCISE FORM The undersigned hereby: (1) irrevocably subscribes for ________________ shares of your Common Stock pursuant to this Warrant, and encloses payment of $____________________ therefor; (2) requests that a certificate for the shares be issued in the name of the undersigned and delivered to the undersigned at the address below; and (3) if such number of shares is not all of the shares purchasable hereunder, that a new Warrant of like tenor for the balance of the remaining shares purchasable hereunder be issued in the name of the undersigned and delivered to the undersigned at the address below. Date:

(Please sign exactly as name appears on Warrant) Address: Taxpayer ID No.

EXHIBIT 10.1 1999 OMNIBUS STOCK AND INCENTIVE PLAN

Class "AC" Warrant No__ Page 8 EXERCISE FORM The undersigned hereby: (1) irrevocably subscribes for ________________ shares of your Common Stock pursuant to this Warrant, and encloses payment of $____________________ therefor; (2) requests that a certificate for the shares be issued in the name of the undersigned and delivered to the undersigned at the address below; and (3) if such number of shares is not all of the shares purchasable hereunder, that a new Warrant of like tenor for the balance of the remaining shares purchasable hereunder be issued in the name of the undersigned and delivered to the undersigned at the address below. Date:

(Please sign exactly as name appears on Warrant) Address: Taxpayer ID No.

EXHIBIT 10.1 1999 OMNIBUS STOCK AND INCENTIVE PLAN FOR PROBEX CORP.

TABLE OF CONTENTS
1. 2. Purpose..............................................................1 Definitions..........................................................1 (a) "Affiliate".................................................1 (b) "Award".....................................................1 (c) "Available Shares"..........................................1 (d) "Board".....................................................1 (e) "Cause".....................................................1 (f) "Change in Control".........................................2 (g) "Change in Control Price"...................................3 (h) "Code"......................................................3 (i) "Committee".................................................3 (j) "Common Stock"..............................................3 (k) "Company"...................................................3 (l) "Consultant"................................................3 (m) "Date of Grant".............................................3 (n) "Director"..................................................3 (o) "Disability"................................................3 (p) "Effective Date"............................................3 (q) "Eligible Person"...........................................4 (r) "Fair Market Value".........................................4 (s) "Holder"....................................................4 (t) "Immediate Family"..........................................4 (u) "Incentive Stock Option"....................................4 (v) "Non-qualified Stock Option"................................4 (w) "Option"....................................................4 (x) "Optionee"..................................................4

EXHIBIT 10.1 1999 OMNIBUS STOCK AND INCENTIVE PLAN FOR PROBEX CORP.

TABLE OF CONTENTS
1. 2. Purpose..............................................................1 Definitions..........................................................1 (a) "Affiliate".................................................1 (b) "Award".....................................................1 (c) "Available Shares"..........................................1 (d) "Board".....................................................1 (e) "Cause".....................................................1 (f) "Change in Control".........................................2 (g) "Change in Control Price"...................................3 (h) "Code"......................................................3 (i) "Committee".................................................3 (j) "Common Stock"..............................................3 (k) "Company"...................................................3 (l) "Consultant"................................................3 (m) "Date of Grant".............................................3 (n) "Director"..................................................3 (o) "Disability"................................................3 (p) "Effective Date"............................................3 (q) "Eligible Person"...........................................4 (r) "Fair Market Value".........................................4 (s) "Holder"....................................................4 (t) "Immediate Family"..........................................4 (u) "Incentive Stock Option"....................................4 (v) "Non-qualified Stock Option"................................4 (w) "Option"....................................................4 (x) "Optionee"..................................................4 (y) "Option Price"..............................................4 (z) "Option Proceeds"...........................................5 (aa) "Outside Director"..........................................5 (bb) "Parent"....................................................5 (cc) "Performance Award".........................................5 (dd) "Performance Period"........................................5 (ee) "Plan"......................................................5 (ff) "Plan Year".................................................5 (gg) "Potential Change In Control"...............................5 (hh) "Reacquired Shares".........................................5 (ii) "Restriction(s)"............................................5 (jj) "Restricted Period".........................................6 (kk) "Restricted Shares".........................................6 (ll) "Restricted Share Award"....................................6 (mm) "Restricted Share Distributions"............................6 (nn) "Share(s)"..................................................6

(oo) (pp) (qq) (rr) 3. 4. 5.

"Spread"....................................................6 "Subsidiary"................................................6 "1933 Act"..................................................6 "1934 Act"..................................................6

Award of Available Shares............................................6 Conditions for Grant of Awards.......................................7 Grant of Options.....................................................8

TABLE OF CONTENTS
1. 2. Purpose..............................................................1 Definitions..........................................................1 (a) "Affiliate".................................................1 (b) "Award".....................................................1 (c) "Available Shares"..........................................1 (d) "Board".....................................................1 (e) "Cause".....................................................1 (f) "Change in Control".........................................2 (g) "Change in Control Price"...................................3 (h) "Code"......................................................3 (i) "Committee".................................................3 (j) "Common Stock"..............................................3 (k) "Company"...................................................3 (l) "Consultant"................................................3 (m) "Date of Grant".............................................3 (n) "Director"..................................................3 (o) "Disability"................................................3 (p) "Effective Date"............................................3 (q) "Eligible Person"...........................................4 (r) "Fair Market Value".........................................4 (s) "Holder"....................................................4 (t) "Immediate Family"..........................................4 (u) "Incentive Stock Option"....................................4 (v) "Non-qualified Stock Option"................................4 (w) "Option"....................................................4 (x) "Optionee"..................................................4 (y) "Option Price"..............................................4 (z) "Option Proceeds"...........................................5 (aa) "Outside Director"..........................................5 (bb) "Parent"....................................................5 (cc) "Performance Award".........................................5 (dd) "Performance Period"........................................5 (ee) "Plan"......................................................5 (ff) "Plan Year".................................................5 (gg) "Potential Change In Control"...............................5 (hh) "Reacquired Shares".........................................5 (ii) "Restriction(s)"............................................5 (jj) "Restricted Period".........................................6 (kk) "Restricted Shares".........................................6 (ll) "Restricted Share Award"....................................6 (mm) "Restricted Share Distributions"............................6 (nn) "Share(s)"..................................................6

(oo) (pp) (qq) (rr) 3. 4. 5. 6. 7. 8. 9. 10. 11. 12.

"Spread"....................................................6 "Subsidiary"................................................6 "1933 Act"..................................................6 "1934 Act"..................................................6

Award of Available Shares............................................6 Conditions for Grant of Awards.......................................7 Grant of Options.....................................................8 Option Price.........................................................9 Exercise of Options..................................................9 Exercisability of Options............................................9 Termination of Option Period........................................10 Incentive Stock Options for 10% Shareholder.........................10 Non-qualified Stock Options.........................................10 Restricted Share Awards.............................................11

(oo) (pp) (qq) (rr) 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23.

"Spread"....................................................6 "Subsidiary"................................................6 "1933 Act"..................................................6 "1934 Act"..................................................6

Award of Available Shares............................................6 Conditions for Grant of Awards.......................................7 Grant of Options.....................................................8 Option Price.........................................................9 Exercise of Options..................................................9 Exercisability of Options............................................9 Termination of Option Period........................................10 Incentive Stock Options for 10% Shareholder.........................10 Non-qualified Stock Options.........................................10 Restricted Share Awards.............................................11 Performance Awards..................................................11 Acceleration........................................................12 Adjustment of Available Shares......................................13 Transferability of Awards...........................................14 Issuance of Shares..................................................14 Administration of the Plan..........................................15 Tax Withholding.....................................................16 Interpretation......................................................17 Amendment and Discontinuation of the Plan...........................17 Section 83(b) Election..............................................18 Effective Date and Termination Date.................................18

1999 OMNIBUS STOCK AND INCENTIVE PLAN FOR PROBEX CORP. 1. PURPOSE. The purpose of this Plan is to advance the interests of Probex Corp. and increase shareholder value by providing additional incentives to attract, retain and motivate those qualified and competent employees, Directors and Consultants upon whose efforts and judgment its success is largely dependent. 2. DEFINITIONS. As used herein, the following terms shall have the meaning indicated: (a) "AFFILIATE" means any entity other than the Parent that is designated by the Board as a participating employer under the Plan, provided that the Parent directly or indirectly owns at least 20% of the combined voting power of all classes of stock of such entity or at least 20% of the ownership interests in such entity. (b) "AWARD" shall mean either an Option, a Restricted Share Award, or a Performance Award, except that where it shall be appropriate to identify the specific type of Award, reference shall be made to the specific type of Award.

1999 OMNIBUS STOCK AND INCENTIVE PLAN FOR PROBEX CORP. 1. PURPOSE. The purpose of this Plan is to advance the interests of Probex Corp. and increase shareholder value by providing additional incentives to attract, retain and motivate those qualified and competent employees, Directors and Consultants upon whose efforts and judgment its success is largely dependent. 2. DEFINITIONS. As used herein, the following terms shall have the meaning indicated: (a) "AFFILIATE" means any entity other than the Parent that is designated by the Board as a participating employer under the Plan, provided that the Parent directly or indirectly owns at least 20% of the combined voting power of all classes of stock of such entity or at least 20% of the ownership interests in such entity. (b) "AWARD" shall mean either an Option, a Restricted Share Award, or a Performance Award, except that where it shall be appropriate to identify the specific type of Award, reference shall be made to the specific type of Award. (c) "AVAILABLE SHARES" shall mean, at each time of reference, the total number of Shares described in SECTION 3 with respect to which the Committee may grant an Award, all of which Available Shares shall be held in the Parent's treasury or shall be made available from authorized and unissued Shares. (d) "BOARD" shall mean the Board of Directors of the Parent. (e) "CAUSE" shall mean either (a) an Optionee's material failure or refusal to perform his duties if Optionee has failed to cure such failure or refusal to perform within thirty (30) days after the Company notifies Optionee in writing of such failure or refusal to perform, or (b) that the Optionee is involuntarily terminated from employment based upon his commission of any of the following: (i) an intentional act of fraud, embezzlement or theft in connection with his duties or in the course of his employment with the Company; (ii) intentional wrongful damage to property of the Company or any other willful gross misconduct that causes material economic harm to the Company or that brings substantial discredit to the Company's reputation; (iii) intentional wrongful disclosure of trade secrets or confidential information of the Company; (iv) willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease and desist order, including, but not limited

to, a final, nonappealable conviction of an Optionee for commission of a felony involving moral turpitude; or (v) intentional breach of fiduciary duty owed to the Company involving personal profit. For the purpose of this Agreement, no act, or failure to act, on the part of the Optionee shall be deemed "intentional" unless the Board of Directors finds, in its sole discretion, that the act or failure to act was done, or omitted to be done, by the Optionee in other than good faith and without reasonable belief that his action or omission was in the best interest of the Company. Any determination that an Optionee has been terminated For Cause shall be made by the Board of Directors in its sole and absolute discretion. (f) "CHANGE IN CONTROL" shall mean the first to occur of (i) a merger, consolidation, statutory share exchange or sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company that requires the consent or vote of the holders of the Parent's Common Stock, other than a consolidation, merger or share exchange of the Parent in which the holders of the Parent's Common Stock immediately prior to such transaction have the same proportionate ownership of common stock of the surviving corporation immediately after such transaction; (ii) the shareholders of the Parent

to, a final, nonappealable conviction of an Optionee for commission of a felony involving moral turpitude; or (v) intentional breach of fiduciary duty owed to the Company involving personal profit. For the purpose of this Agreement, no act, or failure to act, on the part of the Optionee shall be deemed "intentional" unless the Board of Directors finds, in its sole discretion, that the act or failure to act was done, or omitted to be done, by the Optionee in other than good faith and without reasonable belief that his action or omission was in the best interest of the Company. Any determination that an Optionee has been terminated For Cause shall be made by the Board of Directors in its sole and absolute discretion. (f) "CHANGE IN CONTROL" shall mean the first to occur of (i) a merger, consolidation, statutory share exchange or sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company that requires the consent or vote of the holders of the Parent's Common Stock, other than a consolidation, merger or share exchange of the Parent in which the holders of the Parent's Common Stock immediately prior to such transaction have the same proportionate ownership of common stock of the surviving corporation immediately after such transaction; (ii) the shareholders of the Parent approve any plan or proposal for the liquidation or dissolution of the Company; (iii) the cessation of control (by virtue of their not constituting a majority of Directors) of the Board of Directors of the Parent by the individuals (the "Continuing Directors") who (x) on the Effective Date were Directors or (y) become Directors after the date of this Agreement and whose election or nomination for election by the Parent's shareholders was approved by a vote of at least two-thirds of the Directors then in office who were Directors at the Effective Date or whose election or nomination for election was previously so approved; (iv) the acquisition of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of an aggregate of 21% or more of the voting power of the Parent's outstanding voting securities by any person or group (as such term is used in Rule 13d-5 under the Exchange Act) who beneficially owned less than 15% of the voting power of the Parent's outstanding voting securities on the Effective Date, or the acquisition of beneficial ownership of an additional 6% of the voting power of the Parent's outstanding voting securities by any person or group who beneficially owned at least 15% of the voting power of the Parent's outstanding voting securities on the Effective Date; provided, however, that notwithstanding the foregoing, an acquisition shall not be described hereunder if the acquiror is (x) a trustee or other fiduciary holding securities under an employee benefit plan of the Company and acting in such capacity, (y) a wholly-owned subsidiary of the Parent or a corporation owned, directly or indirectly, by the shareholders of the Parent in the same proportions as their ownership of voting securities of the Parent or (z) any other person whose acquisition of shares of voting securities is approved in advance by a majority of the Continuing Directors; or (v) in a Title 11 bankruptcy proceeding, the appointment of a trustee or the conversion of a case involving the Company to a case under Chapter 7. 2

(g) "CHANGE IN CONTROL PRICE" shall mean the highest price per share paid in any transaction reported on the NYSE or such other exchange or market as is the principal trading market for the Common Stock, or paid or offered in any bona fide transaction related to a Potential or actual Change in Control at any time during the 60 day period immediately preceding such occurrence, in each case as determined by the Committee. (h) "CODE" shall mean the Internal Revenue Code of 1986, as now or hereafter amended. (i) "COMMITTEE" shall mean the a Committee of the Board, not less than 2 in number, appointed by the Board, unless, and to the extent, the Board is required to, or expressly elects to, act as the Committee. (j) "COMMON STOCK" shall mean the common stock, no par value, of the Parent. (k) "COMPANY" shall mean the Parent, its Subsidiaries and Affiliates, except when it shall be appropriate to refer only to Probex Corp., then it shall be referred to as "Parent". (l) "CONSULTANT" shall mean any person or entity who or which is engaged by the Company to render services but is not carried on the books of the Company as an employee, and any director of the Employer whether compensated for such services or not; provided that, in the event the Company registers any security under Section 12 of the Securities Exchange Act of 1934, as amended, the term Consultant shall thereafter not

(g) "CHANGE IN CONTROL PRICE" shall mean the highest price per share paid in any transaction reported on the NYSE or such other exchange or market as is the principal trading market for the Common Stock, or paid or offered in any bona fide transaction related to a Potential or actual Change in Control at any time during the 60 day period immediately preceding such occurrence, in each case as determined by the Committee. (h) "CODE" shall mean the Internal Revenue Code of 1986, as now or hereafter amended. (i) "COMMITTEE" shall mean the a Committee of the Board, not less than 2 in number, appointed by the Board, unless, and to the extent, the Board is required to, or expressly elects to, act as the Committee. (j) "COMMON STOCK" shall mean the common stock, no par value, of the Parent. (k) "COMPANY" shall mean the Parent, its Subsidiaries and Affiliates, except when it shall be appropriate to refer only to Probex Corp., then it shall be referred to as "Parent". (l) "CONSULTANT" shall mean any person or entity who or which is engaged by the Company to render services but is not carried on the books of the Company as an employee, and any director of the Employer whether compensated for such services or not; provided that, in the event the Company registers any security under Section 12 of the Securities Exchange Act of 1934, as amended, the term Consultant shall thereafter not include Directors who are not compensated for their services and are paid only a director's fee by the Employer. (m) "DATE OF GRANT" shall mean the date on which the Committee takes formal action to grant an Award, provided that it is followed, as soon as reasonably possible, by written notice to the Eligible Person receiving the Award. (n) "DIRECTOR" shall mean a member of the Board. (o) "DISABILITY" shall mean a Holder's present incapacity resulting from an injury or illness (either mental or physical) which, in the reasonable opinion of the Committee based on such medical evidence as it deems necessary, will result in death or can be expected to continue for a period of at least twelve (12) months and will prevent the Holder from performing the normal services required of the Holder by the Company, provided, however, that such disability did not result, in whole or in part: (i) from chronic alcoholism; (ii) from addiction to narcotics; (ii) from a felonious undertaking; or (iv) from an intentional self-inflicted wound. (p) "EFFECTIVE DATE" shall mean July 22, 1999. 3

(q) "ELIGIBLE PERSON" shall mean employees of the Company who have completed six months (or more) of employment or who are expressly designated as eligible by the Committee, Consultants, and Directors, in each case limited to those persons so described who the Committee determines have the capacity to substantially contribute to the success of the Company. (r) "FAIR MARKET VALUE" shall mean, as of a particular date, the closing sale price of Shares, which shall be (i) if the Shares are listed or admitted for trading on any United States national securities exchange, the last reported sale price of the Shares on such exchange as reported in any newspaper of general circulation, or (ii) if the Shares are quoted on NASDAQ, the closing high bid quotation for such day on such system. If neither clause (i) nor clause (ii) is applicable, the fair market value shall be determined by the Committee by any fair and reasonable means. (s) "HOLDER" shall mean, at each time of reference, each person (including, but not limited to an Optionee) with respect to whom an Award is in effect, except that where it should be appropriate to distinguish between a Holder with respect to an Option and a Holder with respect to a different type of Award, reference shall be made to Optionee; and provided further that to the extent provided under, and subject to the conditions of, the Award, it shall refer to the person who succeeds to the rights of the Holder upon the death of the Holder. (t) "IMMEDIATE FAMILY" means any child, stepchild, grandchild, parent stepparent, grandparent, spouse,

(q) "ELIGIBLE PERSON" shall mean employees of the Company who have completed six months (or more) of employment or who are expressly designated as eligible by the Committee, Consultants, and Directors, in each case limited to those persons so described who the Committee determines have the capacity to substantially contribute to the success of the Company. (r) "FAIR MARKET VALUE" shall mean, as of a particular date, the closing sale price of Shares, which shall be (i) if the Shares are listed or admitted for trading on any United States national securities exchange, the last reported sale price of the Shares on such exchange as reported in any newspaper of general circulation, or (ii) if the Shares are quoted on NASDAQ, the closing high bid quotation for such day on such system. If neither clause (i) nor clause (ii) is applicable, the fair market value shall be determined by the Committee by any fair and reasonable means. (s) "HOLDER" shall mean, at each time of reference, each person (including, but not limited to an Optionee) with respect to whom an Award is in effect, except that where it should be appropriate to distinguish between a Holder with respect to an Option and a Holder with respect to a different type of Award, reference shall be made to Optionee; and provided further that to the extent provided under, and subject to the conditions of, the Award, it shall refer to the person who succeeds to the rights of the Holder upon the death of the Holder. (t) "IMMEDIATE FAMILY" means any child, stepchild, grandchild, parent stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter- in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships. (u) "INCENTIVE STOCK OPTION" shall mean an Option that is an incentive stock option as defined in Section 422 of the Code. (v) "NON-QUALIFIED STOCK OPTION" shall mean an Option that is not an Incentive Stock Option. (w) "OPTION" (when capitalized) shall mean any Incentive Stock Option and Non-qualified Stock Option granted under this Plan, except that, where it shall be appropriate to identify a specific type of Option, reference shall be made to the specific type of Option; provided, further, without limitation, that a single Option may include both Incentive Stock Option and Non-qualified Stock Option provisions. (x) "OPTIONEE" shall mean a person to whom an Option is granted (often referred to as a Holder). (y) "OPTION PRICE" shall mean the price per Share which is required to be paid by the Optionee in order to exercise his right to acquire the Share under the terms of the Option. 4

(z) "OPTION PROCEEDS" shall mean the cash proceeds received by the Company from the exercise of Options reduced by any such amounts previously used to purchase Reacquired Shares. (aa) "OUTSIDE DIRECTOR" means a member of the Board who is not an officer or employee of the Company. (bb) "PARENT" means Probex Corp., a Colorado corporation. (cc) "PERFORMANCE AWARD" shall mean the award which is granted contingent upon the attainment of the performance objectives during the Performance Period, all as described more fully in SECTION 13. (dd) "PERFORMANCE PERIOD" shall mean the period described in SECTION 13 with respect to which the performance objectives relate. (ee) "PLAN" shall mean this 1999 Omnibus Stock and Incentive Plan For Probex Corp. (ff) "PLAN YEAR" shall mean the Parent's fiscal year.

(z) "OPTION PROCEEDS" shall mean the cash proceeds received by the Company from the exercise of Options reduced by any such amounts previously used to purchase Reacquired Shares. (aa) "OUTSIDE DIRECTOR" means a member of the Board who is not an officer or employee of the Company. (bb) "PARENT" means Probex Corp., a Colorado corporation. (cc) "PERFORMANCE AWARD" shall mean the award which is granted contingent upon the attainment of the performance objectives during the Performance Period, all as described more fully in SECTION 13. (dd) "PERFORMANCE PERIOD" shall mean the period described in SECTION 13 with respect to which the performance objectives relate. (ee) "PLAN" shall mean this 1999 Omnibus Stock and Incentive Plan For Probex Corp. (ff) "PLAN YEAR" shall mean the Parent's fiscal year. (gg) "POTENTIAL CHANGE IN CONTROL" shall mean the first to occur of (i) approval by shareholders of an agreement by the Parent, the consummation of which would result in a Change in Control; or (ii) the acquisition of beneficial ownership, directly or indirectly, by any entity, person or group (other than the Company or any Company employee benefit plan) of securities of the Company representing 5% or more of the combined voting power of the Parent's outstanding securities and the adoption by the Committee of a resolution to the effect that a Potential Change in Control has occurred for purposes of this Plan. (hh) "REACQUIRED SHARES" shall mean Shares, if any, which are (i) delivered to the Company in full or partial payment of the Option Price of an Option, (ii) reacquired by the Company on the open market with the Option Proceeds, or (iii) designated by the Board as being deemed to have been reacquired as Reacquired Shares from authorized but unissued or treasury Shares as of a specific future date and at the deemed reacquisition price on the deemed reacquisition date; provided, in each case described in (ii) or (iii), that such reacquisition is specifically approved and directed in writing by the Board, and that, in the case of (iii) the deemed reacquisition price shall be the Fair Market Value of the Shares on the deemed reacquisition date; and provided, finally, that the aggregate of such Reacquired Shares may not exceed seventy-five percent (75%) of the aggregate Shares (excluding Reacquired Shares) authorized in SECTION 3, as SECTION 3 is amended at the time of reference. (ii) "RESTRICTION(S)" shall mean the restrictions applicable to Available Shares subject to an Award which prohibit the "transfer" of such Available Shares, and which constitute "a substantial risk of forfeiture" of such Available Shares, as those terms are defined under Section 83(a)(1) of the Code. 5

(jj) "RESTRICTED PERIOD" shall mean the period during which Restricted Shares shall be subject to Restrictions. (kk) "RESTRICTED SHARES" shall mean the Available Shares granted to an Eligible Person which are subject to Restrictions. (ll) "RESTRICTED SHARE AWARD" shall mean the award of Restricted Shares. (mm) "RESTRICTED SHARE DISTRIBUTIONS" shall mean any amounts, whether Shares, cash or other property (other than regular cash dividends) paid or distributed by the Parent with respect to Restricted Shares during a Restricted Period. (nn) "SHARE(S)" shall mean a share or shares of Common Stock. (oo) "SPREAD" shall mean the difference between the Option Price of the Share(s), and the Fair Market Value

(jj) "RESTRICTED PERIOD" shall mean the period during which Restricted Shares shall be subject to Restrictions. (kk) "RESTRICTED SHARES" shall mean the Available Shares granted to an Eligible Person which are subject to Restrictions. (ll) "RESTRICTED SHARE AWARD" shall mean the award of Restricted Shares. (mm) "RESTRICTED SHARE DISTRIBUTIONS" shall mean any amounts, whether Shares, cash or other property (other than regular cash dividends) paid or distributed by the Parent with respect to Restricted Shares during a Restricted Period. (nn) "SHARE(S)" shall mean a share or shares of Common Stock. (oo) "SPREAD" shall mean the difference between the Option Price of the Share(s), and the Fair Market Value of such Share(s), on the date of reference. (pp) "SUBSIDIARY" shall mean any corporation (other than the Parent) in any unbroken chain of corporations beginning with the Parent if, at the time of the granting of the Award, each of the corporations, other than the last corporation in the unbroken chain, owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such unbroken chain. (qq) "1933 ACT" shall mean the Securities Act of 1933, as amended. (rr) "1934 ACT" shall mean the Securities Exchange Act of 1934, as amended. 3. AWARD OF AVAILABLE SHARES. (a) As of the Effective Date, 2,750,000 Shares shall automatically, and without further action, become Available Shares, and as of March 30, 2000, on additional 3,000,000 Shares shall automatically, and without further action, become Available Shares. Thereafter, the number of Available Shares shall be increased automatically by the number of Reacquired Shares. To the extent any Award shall terminate, expire or be canceled, or the Award shall be paid in cash, the Available Shares subject to such Award (or with respect to which the Award is measured), shall remain Available Shares. (b) Notwithstanding the forgoing, Incentive Stock Options may not be issued in whole or in part with respect to Reacquired Shares; provided, further, that where an Award other than an Incentive Stock Option is granted at a time when Reacquired Shares are available for grant under the Plan (i.e. are not subject to a previous grant), for purposes of this SECTION 3(b) the Award shall be deemed granted with respect to Reacquired Shares, and to the extent an Award granted with respect to Reacquired Shares shall terminate, expire or be canceled, or the Award shall be paid in cash, the Available Shares subject to such Award (or with respect to which the Award is measured), shall remain Available Shares and continue to be considered Reacquired Shares for purposes of this SECTION 3(b). Further, notwithstanding 6

any provision hereof to the contrary, no person whose compensation is subject to the limitations on deductibility under Section 162(m) of the Code shall be eligible to receive Awards during any Plan Year with respect to more than 1,100,000 shares. The Administrator shall maintain records sufficient to carry out the purposes of this SECTION 3(b). 4. CONDITIONS FOR GRANT OF AWARDS. (a) Without limiting the generality of the provisions hereof which deal specifically with each form of Award, Awards shall only be granted to such one or more Eligible Persons as shall be selected by the Committee; provided further, and without limitation, that nothing herein shall be deemed to prohibit the Committee from granting an Award contingent on the Eligible Person receiving the Award surrendering an existing Award.

any provision hereof to the contrary, no person whose compensation is subject to the limitations on deductibility under Section 162(m) of the Code shall be eligible to receive Awards during any Plan Year with respect to more than 1,100,000 shares. The Administrator shall maintain records sufficient to carry out the purposes of this SECTION 3(b). 4. CONDITIONS FOR GRANT OF AWARDS. (a) Without limiting the generality of the provisions hereof which deal specifically with each form of Award, Awards shall only be granted to such one or more Eligible Persons as shall be selected by the Committee; provided further, and without limitation, that nothing herein shall be deemed to prohibit the Committee from granting an Award contingent on the Eligible Person receiving the Award surrendering an existing Award. (b) In granting Awards, the Committee shall take into consideration the contribution the Eligible Person has made or may be reasonably expected to make to the success of the Company and such other factors as the Committee shall determine. The Committee shall also have the authority to consult with and receive recommendations from officers and other personnel of the Company with regard to these matters. The Committee may from time to time in granting Awards under the Plan prescribe such other terms and conditions concerning such Awards as it deems appropriate, including, without limitation, relating an Award to achievement of specific goals established by the Committee or to the continued employment of the Eligible Person for a specified period of time, provided that such terms and conditions are not inconsistent with the provisions of this Plan. (c) Incentive Stock Options may be granted only to Employees, and all other Awards may be granted to either Employees, Consultants or Outside Directors. (d) The Plan shall not confer upon any Holder any right with respect to continuation of employment by, or consulting relationship with, the Company, nor shall it interfere in any way with his right or the Company's right to terminate his employment, consulting relationship or Directorship at any time, nor shall the reference to "Company" confer an employment relationship on a Consultant. (e) The Awards granted to Eligible Persons shall be in addition to regular salaries, pension, life insurance or other benefits related to their service to the Company. Neither the Plan nor any Award granted under the Plan shall confer upon any person any right to continuance of employment by the Company; and provided, further, that nothing herein shall be deemed to limit the ability of the Company to enter into any other compensation arrangements with any Eligible Person. (f) The Committee shall determine in each case whether periods of military or government service shall constitute a continuation of employment for the purposes of this Plan or any Award. (g) Notwithstanding any provision hereof to the contrary, each Award which in whole or in part involves the issuance of Available Shares may provide for the issuance of 7

such Available Shares for consideration consisting of such consideration as the Committee may determine, including (without limitation) as compensation for past services rendered. 5. GRANT OF OPTIONS. (a) The Committee may grant to Optionees from time to time Options alone, in addition to, or in tandem with, other Awards granted under the Plan and/or cash Awards made outside of the Plan, to purchase some or all of the Available Shares. An Option granted hereunder shall be either an Incentive Stock Option or a Non-qualified Stock Option, shall be evidenced by a written agreement that shall contain such provisions as shall be selected by the Committee, which may incorporate the terms of this Plan by reference, and which clearly shall state whether it is (in whole or in part) an Incentive Stock Option or a Non-qualified Stock Option. (b) The aggregate Fair Market Value (determined as of the Date of Grant) of the Available Shares with respect to which any Incentive Stock Option is exercisable for the first time by an Optionee during any calendar year

such Available Shares for consideration consisting of such consideration as the Committee may determine, including (without limitation) as compensation for past services rendered. 5. GRANT OF OPTIONS. (a) The Committee may grant to Optionees from time to time Options alone, in addition to, or in tandem with, other Awards granted under the Plan and/or cash Awards made outside of the Plan, to purchase some or all of the Available Shares. An Option granted hereunder shall be either an Incentive Stock Option or a Non-qualified Stock Option, shall be evidenced by a written agreement that shall contain such provisions as shall be selected by the Committee, which may incorporate the terms of this Plan by reference, and which clearly shall state whether it is (in whole or in part) an Incentive Stock Option or a Non-qualified Stock Option. (b) The aggregate Fair Market Value (determined as of the Date of Grant) of the Available Shares with respect to which any Incentive Stock Option is exercisable for the first time by an Optionee during any calendar year under the Plan and all such plans of the Company (as defined in Section 425 of the Code) shall not exceed $100,000. (c) A Non-qualified Stock Option shall not be transferable by the Holder without the prior written consent of the Committee other than (i) transfers by the Holder to a member of his or her Immediate Family or a trust for the benefit of the optionee or a member of his or her Immediate Family, or (ii) transfers by will or by the laws of descent and distribution. An Incentive Stock Option shall not be transferable by the Holder otherwise than by will or by the laws of descent and distribution. All Options shall be exercisable, during the Holder's lifetime, only by the Holder. (d) In the case of a Non-qualified Stock Option or a Holder who elects to make a disqualifying disposition (as defined in Section 422(a)(1) of the Code) of Shares acquired pursuant to the exercise of an Incentive Stock Option, the Committee may provide that, at such time as the Company files an income tax return on which it shows taxable income, or upon the later exercise of the Non-qualified Stock Option or disqualifying disposition of an Incentive Stock Option, the Optionee will be paid a cash bonus in an amount equal to some or all of the federal and state, if any, income tax incurred (or deemed incurred) by the Holder (i) as a result of such exercise or disqualifying disposition, and (ii) as a result of the payment of such cash bonus; and provided, further, that the amount of such cash bonus may be expressed in the case of an Non-Qualified Stock Option as a percentage of the Spread on the date of exercise, and may be expressed in the case of a disqualifying disposition as a percentage of the ordinary income reportable as a result of such disqualifying disposition; provided, further, that in each case the Committee shall determine the percentage in its sole discretion and separately with respect to each Optionee and each Option. (e) If the Option agreement so provides at Date of Grant or (except in the case of an Incentive Stock Option) is amended after Date of Grant and prior to exercise to so provide (with the Holder's consent), the Committee may require that all or part of the Shares to be issued with respect to the Spread take the form of Restricted Stock, which shall be 8

valued on the date of exercise on the basis of the Fair Market Value of such Restricted Stock determined without regard to the transferability and forfeiture restrictions involved. (f) Without limitation, the Committee may condition the exercise of any Option upon the attainment of specified performance goals or other factors as the Committee may determine in its sole discretion. Unless specifically provided to the contrary in the Option agreement, any such performance conditioned Option shall vest twelve (12) months prior to its expiration if the conditions to exercise have not theretofore been satisfied. 6. OPTION PRICE. (a) The Option Price shall be any price determined by the Committee; provided, however, that in the case of an Incentive Stock Option, the Option Price shall not be less than one hundred percent (100%) of the Fair Market Value per Share (as reasonably determined in the sole discretion of the Committee) on the Date of Grant.

valued on the date of exercise on the basis of the Fair Market Value of such Restricted Stock determined without regard to the transferability and forfeiture restrictions involved. (f) Without limitation, the Committee may condition the exercise of any Option upon the attainment of specified performance goals or other factors as the Committee may determine in its sole discretion. Unless specifically provided to the contrary in the Option agreement, any such performance conditioned Option shall vest twelve (12) months prior to its expiration if the conditions to exercise have not theretofore been satisfied. 6. OPTION PRICE. (a) The Option Price shall be any price determined by the Committee; provided, however, that in the case of an Incentive Stock Option, the Option Price shall not be less than one hundred percent (100%) of the Fair Market Value per Share (as reasonably determined in the sole discretion of the Committee) on the Date of Grant. (b) Unless further limited by the Committee in any Option, the Option Price shall be paid solely in cash, by certified or cashier's check, by wire transfer, by money order, with Shares (but only to the extent expressly permitted under the terms of the Option), or by a combination of the above; provided, however, that the Committee, in its discretion, may accept a personal check in full or partial payment. Without limitation, in the Committee's sole discretion (but only to the extent expressly permitted under the terms of the Option), the Option Price of an Option can be paid in full or in part by the surrender of Vested Shares subject to the Option or to any other Award hereunder. If the Option Price is permitted to be, and is, paid in whole or in part with Shares, the value of the Share(s) surrendered shall be their Fair Market Value on the date they are delivered to the Company. 7. EXERCISE OF OPTIONS. An Option shall be deemed exercised when (i) the Committee has received written notice of such exercise in accordance with the terms of the Option, and (ii) full payment of the aggregate Option Price of the Available Shares as to which the Option is exercised has been made. Separate stock certificates shall be issued by the Parent for any Available Shares acquired as a result of exercising an Incentive Stock Option and a Non- qualified Stock Option. 8. EXERCISABILITY OF OPTIONS. (a) Each Option shall become exercisable in whole or in part and cumulatively, and shall expire, according to the terms of the Option to the extent not inconsistent with the express provisions of this Plan; provided, further and without limitation, that each Option may have a different maximum period of exercisability prior to its expiration date. (b) The Committee, in its sole discretion, may accelerate the date on which all or any portion of an otherwise unexercisable Option may be exercised or a restriction will lapse. 9

9. TERMINATION OF OPTION PERIOD. (a) As provided in SECTION 5, and without limitation, each Option shall be evidenced by an agreement that may contain any provisions selected by the Committee; provided, however, that in each case, unless terminated earlier under the express terms of the Option, the unexercised portion of an Option shall automatically and without notice terminate and become null and void on the earlier of (i) the date that Optionee ceases to be employed by the Company, if such cessation is for Cause, (ii) the anniversary of the date of the Optionee's cessation of employment by reason of Optionee's death, (iii) the three month anniversary of the date of Optionee's cessation of employment by reason of Optionee's Disability, (iv) the tenth (10th) anniversary of the Date of Grant; and (v) solely in the case of an Incentive Stock Option, three months after the date that Optionee ceases to be employed by the Company regardless of the reason therefor, other than a cessation by reason of death, in which case the date of termination may be extended under the terms of the Incentive Stock Option agreement. (b) Notwithstanding any provision of SECTION 15(a) to the contrary, if provided in an Option, the Committee

9. TERMINATION OF OPTION PERIOD. (a) As provided in SECTION 5, and without limitation, each Option shall be evidenced by an agreement that may contain any provisions selected by the Committee; provided, however, that in each case, unless terminated earlier under the express terms of the Option, the unexercised portion of an Option shall automatically and without notice terminate and become null and void on the earlier of (i) the date that Optionee ceases to be employed by the Company, if such cessation is for Cause, (ii) the anniversary of the date of the Optionee's cessation of employment by reason of Optionee's death, (iii) the three month anniversary of the date of Optionee's cessation of employment by reason of Optionee's Disability, (iv) the tenth (10th) anniversary of the Date of Grant; and (v) solely in the case of an Incentive Stock Option, three months after the date that Optionee ceases to be employed by the Company regardless of the reason therefor, other than a cessation by reason of death, in which case the date of termination may be extended under the terms of the Incentive Stock Option agreement. (b) Notwithstanding any provision of SECTION 15(a) to the contrary, if provided in an Option, the Committee may, by giving written notice ("CANCELLATION NOTICE"), cancel, effective upon the date of the consummation of any of the transactions described in SUBSECTION 15(a), all or any portion of such Option which remains unexercised on such date. Such Cancellation Notice shall be given a reasonable period of time (but not less than 15 days) prior to the proposed date of such cancellation, and may be given either before or after shareholder approval of such corporate transaction. 10. INCENTIVE STOCK OPTIONS FOR 10% SHAREHOLDER. Notwithstanding any other provisions of the Plan to the contrary, an Incentive Stock Option shall not be granted to any person owning directly (or indirectly through attribution under Section 425(d) of the Code) at the Date of Grant, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company (as defined in Section 425 of the Code) at the Date of Grant, unless the Option Price of such Incentive Stock Option is at least 110% of the Fair Market Value on the Date of Grant of the Available Shares subject to such Incentive Stock Option, and the period during which the Incentive Stock Option may be exercised does not exceed five (5) years from the Date of Grant. 11. NON-QUALIFIED STOCK OPTIONS. Non-qualified Stock Options may be granted hereunder and shall contain such terms and provisions as shall be determined by the Committee, except that each such Non-qualified Stock Option (i) must be clearly designated as a Non-qualified Stock Option; (ii) may be granted for Available Shares which become exercisable in excess of the limits contained in SUBSECTION 5(b); and (iii) shall not be subject to SECTION 10 hereof. If both Incentive Stock Options and Non-qualified Stock Options are granted to an Optionee, the right to exercise, to the full extent thereof, Options of either type shall not be contingent in whole or in part upon the exercise of, or failure to exercise, Options of the other type. 10

12. RESTRICTED SHARE AWARDS. (a) Each Restricted Share Award shall be evidenced by an agreement that may contain any provisions selected by the Committee, and not expressly in conflict with a provision of the Plan. Except as otherwise provided in the express terms and conditions of each Restricted Share Award, the Eligible Person receiving the Restricted Share Award shall have all of the rights of a shareholder with respect to such Restricted Shares including, but not limited to, voting rights and the right to receive any dividends paid, subject only to the retention provisions of the Restricted Share Distributions. (b) The Restrictions on Restricted Shares shall lapse in whole, or in installments, over whatever Restricted Period shall be selected by the Committee; provided, however, that a complete lapse of Restrictions always shall occur on or before the 9th anniversary of the Date of Grant. (c) The Committee may accelerate the date on which Restrictions lapse with respect to any Restricted Shares. (d) During the Restricted Period, the certificates representing the Restricted Shares, and any Restricted Share Distributions, shall be registered in the Holder's name and bear a restrictive legend disclosing the Restrictions, the

12. RESTRICTED SHARE AWARDS. (a) Each Restricted Share Award shall be evidenced by an agreement that may contain any provisions selected by the Committee, and not expressly in conflict with a provision of the Plan. Except as otherwise provided in the express terms and conditions of each Restricted Share Award, the Eligible Person receiving the Restricted Share Award shall have all of the rights of a shareholder with respect to such Restricted Shares including, but not limited to, voting rights and the right to receive any dividends paid, subject only to the retention provisions of the Restricted Share Distributions. (b) The Restrictions on Restricted Shares shall lapse in whole, or in installments, over whatever Restricted Period shall be selected by the Committee; provided, however, that a complete lapse of Restrictions always shall occur on or before the 9th anniversary of the Date of Grant. (c) The Committee may accelerate the date on which Restrictions lapse with respect to any Restricted Shares. (d) During the Restricted Period, the certificates representing the Restricted Shares, and any Restricted Share Distributions, shall be registered in the Holder's name and bear a restrictive legend disclosing the Restrictions, the existence of the Plan, and the existence of the applicable agreement granting such Restricted Share Award. Such certificates shall be deposited by the Holder with the Company, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit the transfer to the Company of all or any portion of the Restricted Shares, and any assets constituting Restricted Share Distributions, which shall be forfeited in accordance with the applicable agreement granting such Restricted Share Award. Restricted Shares shall constitute issued and outstanding Common Stock for all corporate purposes and the Holder shall have all rights, powers and privileges of a Holder of unrestricted Shares except that the Holder will not be entitled to delivery of the stock certificates until all Restrictions shall have terminated, and the Company will retain custody of all related Restricted Share Distributions (which will be subject to the same Restrictions, terms, and conditions as the related Restricted Shares) until the conclusion of the Restricted Period with respect to the related Restricted Shares; and provided, further, that any Restricted Share Distributions shall not bear interest or be segregated into a separate account but shall remain a general asset of the Company, subject to the claims of the Company's creditors, until the conclusion of the applicable Restricted Period; and provided, finally, that any material breach of any terms of the agreement granting the Restricted Share Award, as reasonably determined by the Committee will cause a forfeiture of both Restricted Shares and Restricted Share Distributions. 13. PERFORMANCE AWARDS. (a) The Committee may grant Performance Awards, which may in the sole discretion of the Committee represent a Share or be related to the increase in value of a Share, or be contingent on the Company's achievement of the specified performance measures during the Performance Period, including, without limitation, performance shares, convertible 11

preferred stock, convertible debentures, exchangeable securities and Restricted Share Awards or Options valued by reference to earnings per Share or Subsidiary performance, may be granted either alone, in addition to, or in tandem with, other Awards and cash awards made outside of the Plan. The Committee shall establish the performance measures for each Performance Period, and such performance measures, and the duration of any Performance Period, may differ with respect to each Eligible Person who receives a Performance Award, or with respect to separate Performance Awards issued to the same Eligible Person. The performance measures, the medium of payment, the Performance Period(s) and any other conditions to the Company's obligation to pay such Performance Award in full or in part, shall be set forth in the written agreement evidencing each Performance Award. (b) Unless otherwise expressly provided in the agreement evidencing the Performance Award, the Holder of the Performance Award must remain employed by the Company until the end of the Performance Period in order to be entitled to any payment under such Performance Award; provided, however, that the Committee expressly may provide in the agreement granting such Performance Award that such Holder may become entitled to a specified portion of the amount earned under such Performance Award based on one or more specified period(s)

preferred stock, convertible debentures, exchangeable securities and Restricted Share Awards or Options valued by reference to earnings per Share or Subsidiary performance, may be granted either alone, in addition to, or in tandem with, other Awards and cash awards made outside of the Plan. The Committee shall establish the performance measures for each Performance Period, and such performance measures, and the duration of any Performance Period, may differ with respect to each Eligible Person who receives a Performance Award, or with respect to separate Performance Awards issued to the same Eligible Person. The performance measures, the medium of payment, the Performance Period(s) and any other conditions to the Company's obligation to pay such Performance Award in full or in part, shall be set forth in the written agreement evidencing each Performance Award. (b) Unless otherwise expressly provided in the agreement evidencing the Performance Award, the Holder of the Performance Award must remain employed by the Company until the end of the Performance Period in order to be entitled to any payment under such Performance Award; provided, however, that the Committee expressly may provide in the agreement granting such Performance Award that such Holder may become entitled to a specified portion of the amount earned under such Performance Award based on one or more specified period(s) of time between the Date of Grant of such Performance Award and such Holder's termination of employment by the Company prior to the end of the Performance Period. 14. ACCELERATION. (a) In the event the Holder's termination of employment with the Company is by reason of the Holder's death, all Awards granted to the Holder shall become fully exercisable, nonforfeitable, or the Restricted Period shall terminate as the case may be (hereafter, in this SECTION 14, such Award shall be "accelerated"). (b) In the event of either a Change in Control, or a Potential Change in Control, unless otherwise expressly provided by the Committee prior to such event, (i) all Awards, shall become fully exercisable, nonforfeitable, or the Restricted Period shall terminate, as the case may be (hereafter, in this SECTION 14, such Award shall be "accelerated") and (ii) the value of all outstanding Non-qualified Stock Options, Restricted Stock, and Outside Director Options shall be cashed out on the basis of the Change in Control Price, effective as the date of the Change in Control, or on such other date as the Committee may determine prior to the Change in Control. (c) Notwithstanding any provisions hereof to the contrary, if an Award is accelerated under SUBSECTION 14 (a) or (b), the portion of the Award which is accelerated is limited to that portion which can be accelerated without causing the Holder to have an "excess parachute payment" as determined under Section 280G of the Code, determined by taking into account all of the Holder's "parachute payments" determined under Section 280G of the Code, all as reasonably determined by the Committee. 12

15. ADJUSTMENT OF AVAILABLE SHARES. (a) If at any time while the Plan is in effect or Awards with respect to Available Shares are outstanding, there shall be any increase or decrease in the number of issued and outstanding Shares through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of Shares, then and in such event: (i) appropriate adjustment shall be made in the maximum number of Available Shares which may be granted under SECTION 3, and in the Available Shares which are then subject to each Award, so that the same proportion of the Parent's issued and outstanding Common Stock shall continue to be subject to grant under SECTION 3, and to such Award, and (ii) in addition, and without limitation, in the case of each Award (including, without limitation, Options) which requires the payment of consideration by the Holder in order to acquire Shares, an appropriate adjustment shall be made in the consideration (including, without limitation the Option Price) required to be paid to acquire the each Share, so that (i) the aggregate consideration to acquire all of the Shares subject to the Award remains the same and, (ii) so far as possible (and without disqualifying an Incentive Stock Option) as reasonably determined

15. ADJUSTMENT OF AVAILABLE SHARES. (a) If at any time while the Plan is in effect or Awards with respect to Available Shares are outstanding, there shall be any increase or decrease in the number of issued and outstanding Shares through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of Shares, then and in such event: (i) appropriate adjustment shall be made in the maximum number of Available Shares which may be granted under SECTION 3, and in the Available Shares which are then subject to each Award, so that the same proportion of the Parent's issued and outstanding Common Stock shall continue to be subject to grant under SECTION 3, and to such Award, and (ii) in addition, and without limitation, in the case of each Award (including, without limitation, Options) which requires the payment of consideration by the Holder in order to acquire Shares, an appropriate adjustment shall be made in the consideration (including, without limitation the Option Price) required to be paid to acquire the each Share, so that (i) the aggregate consideration to acquire all of the Shares subject to the Award remains the same and, (ii) so far as possible (and without disqualifying an Incentive Stock Option) as reasonably determined by the Committee in its sole discretion, the relative cost of acquiring each Share subject to such Award remains the same. (b) The Committee may change the terms of Options outstanding under this Plan, with respect to the Option Price or the number of Available Shares subject to the Options, or both, when, in the Committee's judgment, such adjustments become appropriate by reason of a corporate transaction (as defined in Treasury Regulation ss. 1.425-1(a)(1)(ii)); provided, however, that if by reason of such corporate transaction an Incentive Stock Option is assumed or a new option is substituted therefore, the Committee may only change the terms of such Incentive Stock Option such that (i) the excess of the aggregate Fair Market Value of the Shares subject to option immediately after the substitution or assumption, over the aggregate option price of such Shares, is not more than the excess of the aggregate Fair Market Value of all Available Shares subject to the Option immediately before such substitution or assumption over the aggregate Option Price of such Available Shares, and (ii) the new option, or the assumption of the old Incentive Stock Option does not give the Optionee additional benefits which he did not have under the old Incentive Stock Option. (c) Except as otherwise expressly provided herein, the issuance by the Parent of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with direct sale to an unrelated party or for Fair Market Value, or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Parent convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to Available Shares subject to Awards granted under the Plan. 13

(d) Without limiting the generality of the foregoing, the existence of outstanding Awards with respect to Available Shares granted under the Plan shall not affect in any manner the right or power of the Parent to make, authorize or consummate (1) any or all adjustments, recapitalizations, reorganizations or other changes in the Parent's capital structure or its business; (2) any merger or consolidation of the Parent; (3) any issue by the Parent of debt securities, or preferred or preference stock which would rank above the Available Shares subject to outstanding Awards; (4) the dissolution or liquidation of the Parent; (5) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (6) any other corporate act or proceeding, whether of a similar character or otherwise. 16. TRANSFERABILITY OF AWARDS. Each Award shall provide that such Award shall not be transferable by the Holder otherwise than by will or the laws of descent and distribution, or, if so provided in the Award and approved in writing by the Committee (in its sole discretion), (a) that such Award is transferable, in whole or in part, without payment of consideration, to members of the Holder's Immediate Family, to trusts for such Immediate Family members, or to partnerships whose only partners are such Immediate Family members, or (b) to a person or other entity for which the Holder is entitled to a deduction for a "charitable contribution" under Section 170(a)(i) of the Code (provided, in each such case that no further transfer by any such permitted

(d) Without limiting the generality of the foregoing, the existence of outstanding Awards with respect to Available Shares granted under the Plan shall not affect in any manner the right or power of the Parent to make, authorize or consummate (1) any or all adjustments, recapitalizations, reorganizations or other changes in the Parent's capital structure or its business; (2) any merger or consolidation of the Parent; (3) any issue by the Parent of debt securities, or preferred or preference stock which would rank above the Available Shares subject to outstanding Awards; (4) the dissolution or liquidation of the Parent; (5) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (6) any other corporate act or proceeding, whether of a similar character or otherwise. 16. TRANSFERABILITY OF AWARDS. Each Award shall provide that such Award shall not be transferable by the Holder otherwise than by will or the laws of descent and distribution, or, if so provided in the Award and approved in writing by the Committee (in its sole discretion), (a) that such Award is transferable, in whole or in part, without payment of consideration, to members of the Holder's Immediate Family, to trusts for such Immediate Family members, or to partnerships whose only partners are such Immediate Family members, or (b) to a person or other entity for which the Holder is entitled to a deduction for a "charitable contribution" under Section 170(a)(i) of the Code (provided, in each such case that no further transfer by any such permitted transferee(s) shall be permitted). 17. ISSUANCE OF SHARES. No Holder or other person shall be, or have any of the rights or privileges of, the owner of Shares subject to an Award unless and until certificates representing such Common Stock shall have been issued and delivered to such Holder or other person. As a condition of any issuance of Common Stock, the Committee may obtain such agreements or undertakings, if any, as the Committee may deem necessary or advisable to assure compliance with any such law or regulation including, but not limited to, the following: (i) a representation, warranty or agreement by the Holder to the Parent, at the time any Shares are transferred, that he is acquiring the Shares to be issued to him for investment and not with a view to, or for sale in connection with, the distribution of any such Shares; and (ii) a representation, warranty or agreement to be bound by any legends that are, in the opinion of the Committee, necessary or appropriate to comply with the provisions of any securities law deemed by the Committee to be applicable to the issuance of the Shares and are endorsed upon the Share certificates. Share certificates issued to the Holder receiving such Shares who are parties to any shareholders agreement or any similar agreement shall bear the legends contained in such agreements. Notwithstanding any provision hereof to the contrary, no Shares shall be required to be issued with respect to an Award unless counsel for the Parent shall be reasonably satisfied that such issuance will be in compliance with applicable Federal or state securities laws. 14

18. ADMINISTRATION OF THE PLAN. (a) The Plan shall be administered by the Committee and, except for the powers reserved to the Board in SECTION 21 hereof, the Committee shall have all of the administrative powers under Plan. If a Committee is not appointed by the Board at the time of reference, the Plan shall be administered by the Board and all references herein to the Committee shall refer to the Board. Notwithstanding the forgoing, no member of the Committee may be present at discussions concerning, or vote on, matters which materially affect his Award. Notwithstanding any provision of the Plan to the contrary, the Board, exclusive of the non- employee Directors, shall act exclusively as the Committee with respect to all matters relating to the granting of, and administration of the Plan with respect to, Awards to non-employee Directors. (b) The Committee, from time to time, may adopt rules and regulations for carrying out the purposes of the Plan and, without limitation, may delegate all of what, in its sole discretion, it determines to be ministerial duties to an officer of the Parent. The determinations under, and the interpretations of, any provision of the Plan or an Award by the Committee shall, in all cases, be in its sole discretion, and shall be final and conclusive. (c) Any and all determinations and interpretations of the Committee shall be made either (i) by a majority vote of

18. ADMINISTRATION OF THE PLAN. (a) The Plan shall be administered by the Committee and, except for the powers reserved to the Board in SECTION 21 hereof, the Committee shall have all of the administrative powers under Plan. If a Committee is not appointed by the Board at the time of reference, the Plan shall be administered by the Board and all references herein to the Committee shall refer to the Board. Notwithstanding the forgoing, no member of the Committee may be present at discussions concerning, or vote on, matters which materially affect his Award. Notwithstanding any provision of the Plan to the contrary, the Board, exclusive of the non- employee Directors, shall act exclusively as the Committee with respect to all matters relating to the granting of, and administration of the Plan with respect to, Awards to non-employee Directors. (b) The Committee, from time to time, may adopt rules and regulations for carrying out the purposes of the Plan and, without limitation, may delegate all of what, in its sole discretion, it determines to be ministerial duties to an officer of the Parent. The determinations under, and the interpretations of, any provision of the Plan or an Award by the Committee shall, in all cases, be in its sole discretion, and shall be final and conclusive. (c) Any and all determinations and interpretations of the Committee shall be made either (i) by a majority vote of the members of the Committee at a meeting duly called, with at least 3 days prior notice and a general explanation of the subject matter given to each member, or (ii) without a meeting, by the written approval of all members of the Committee. (d) No member of the Committee shall be liable for any action taken or omitted to be taken by him or by any other member of the Committee with respect to the Plan, and to the extent of liabilities not otherwise insured under a policy purchased by the Company, the Company does hereby indemnify and agree to defend and save harmless any member of the Committee with respect to any liabilities asserted or incurred in connection with the exercise and performance of their powers and duties hereunder, unless such liabilities are judicially determined to have arisen out of such member's gross negligence, fraud or bad faith. Such indemnification shall include attorney's fees and all other costs and expenses reasonably incurred in defense of any action arising from such act of commission or omission. Nothing herein shall be deemed to limit the Company's ability to insure itself with respect to its obligations hereunder. (e) In particular, and without limitation, the Committee shall have the authority, consistent with the terms of the Plan: (i) to select the officers, key employees of and consultants to the Company to whom Awards may from time to time be granted hereunder; (ii) to determine whether and to what extent Awards are to be granted hereunder to one or more eligible persons; 15

(iii) to determine the number of Shares to be covered by each such Award granted hereunder; (iv) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder (including, but not limited to, the Agreed Value and any restriction or limitation, or any vesting acceleration or waiver of forfeiture restrictions, based in each case on such factors as the Committee shall determine, in its sole discretion); and to amend or waive any such terms and conditions to the extent permitted by the Plan; (v) to determine whether and under what circumstances an Option may be settled in cash or Restricted Shares instead of Shares; (vi) to determine whether, to what extent, and under what circumstances Awards under the Plan are to be made, and operate, on a tandem basis vis-a-vis other Awards under the Plan and/or cash awards made outside of the Plan; (vii) to determine whether and to what extent, and under what circumstances Shares and other amounts payable

(iii) to determine the number of Shares to be covered by each such Award granted hereunder; (iv) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder (including, but not limited to, the Agreed Value and any restriction or limitation, or any vesting acceleration or waiver of forfeiture restrictions, based in each case on such factors as the Committee shall determine, in its sole discretion); and to amend or waive any such terms and conditions to the extent permitted by the Plan; (v) to determine whether and under what circumstances an Option may be settled in cash or Restricted Shares instead of Shares; (vi) to determine whether, to what extent, and under what circumstances Awards under the Plan are to be made, and operate, on a tandem basis vis-a-vis other Awards under the Plan and/or cash awards made outside of the Plan; (vii) to determine whether and to what extent, and under what circumstances Shares and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Holder (including providing for and determining the amount (if any) of any deemed earnings on any deferred amount during any deferral period); and (viii) to determine whether to require payment of tax withholding requirements in Shares and to impose any holding period required to satisfy Section 16 under the Exchange Act. (f) The Committee shall have the authority to adopt, alter, and repeal such rules, guidelines, and practices governing the Plan as it shall, from time to time, deem advisable; to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreements relating thereto); and to otherwise supervise the administration of the Plan; provided, however, that to the extent that this Plan otherwise requires the approval of the Board or the shareholders of the Parent, all decisions of the Committee shall be subject to such Board or shareholder approval. Subject to the foregoing, and without limitation, all decisions made by the Committee pursuant to the provisions of the Plan shall be made in the Committee's sole discretion and shall be final and binding on all persons, including the Company and Holders. 19. TAX WITHHOLDING. On or immediately prior to the date on which a payment is made to a Holder hereunder or, if earlier, the date on which an amount is required to be included in the income of the Holder as a result of an Award, the Holder shall be required to pay to the Company, in cash or in Shares (including, but not limited to, the reservation to the Company of the requisite number of Available Shares otherwise payable to such Holder with respect to such Award) the amount which the Company reasonably determines to be necessary in order for the Company to comply with applicable federal or state tax withholding 16

requirements, and the collection of employment taxes, if applicable; provided, further, that the Committee may require that such payment be made in cash. 20. INTERPRETATION. (a) If any provision of the Plan is held invalid for any reason, such holding shall not affect the remaining provisions hereof, but instead the Plan shall be construed and enforced as if such provision had never been included in the Plan. (b) THIS PLAN SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS. (c) Headings contained in this Agreement are for convenience only and shall in no manner be construed as part of this Plan. (d) Any reference to the masculine, feminine, or neuter gender shall be a reference to such other gender as is appropriate.

requirements, and the collection of employment taxes, if applicable; provided, further, that the Committee may require that such payment be made in cash. 20. INTERPRETATION. (a) If any provision of the Plan is held invalid for any reason, such holding shall not affect the remaining provisions hereof, but instead the Plan shall be construed and enforced as if such provision had never been included in the Plan. (b) THIS PLAN SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS. (c) Headings contained in this Agreement are for convenience only and shall in no manner be construed as part of this Plan. (d) Any reference to the masculine, feminine, or neuter gender shall be a reference to such other gender as is appropriate. (e) The Plan is intended to constitute an "unfunded" plan for incentive and deferred compensation. With respect to any payments not yet made to a Holder, nothing contained herein shall give any such Holder any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Common Stock or payments in lieu of or with respect to Awards hereunder; provided, however, that, unless the Committee otherwise determines with the consent of the affected Holder, the existence of such trusts or other arrangements is consistent with the "unfunded" status of the Plan. (f) Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. 21. AMENDMENT AND DISCONTINUATION OF THE PLAN. The Board, or the Committee (subject to the prior written authorization of the Board), may from time to time amend the Plan or any Award; provided, however, that [except to the extent provided in SECTION 9(b) AND 15 hereof] if there are Incentive Stock Options outstanding on the date of amendment, no such amendment may, without approval by the shareholders of the Parent, (a) increase the number of Available Shares with respect to which Incentive Stock Options may be granted, or change the class of Eligible Persons to which Incentive Stock Options may be granted, (b) permit the granting of Incentive Stock Options which expire beyond the maximum 10-year period described in SUBSECTION 9(a)(iv) or beyond the period described in SUBSECTION 9(a)(v), or (c) extend the termination date of the Plan as set forth in SECTION 23 with respect the granting of Incentive Stock Options; and provided, further, that no amendment or suspension of the Plan or any Award issued hereunder shall, except as specifically permitted in this Plan or under the terms of such Award, substantially impair any Award previously granted to any Holder without the consent of such Holder. 17

22. SECTION 83(b) ELECTION. If as a result of receiving an Award, a Holder receives Restricted Shares subject to a "substantial risk of forfeiture", then such Holder may elect under Section 83(b) of the Code to include in his gross income, for his taxable year in which the Restricted Shares are transferred to him, the excess of the Fair Market Value (determined without regard to any Restriction other than one which by its terms will never lapse), of such Restricted Shares at the Date of Grant, over the amount paid for the Restricted Shares. If the Holder makes the Section 83(b) election described above, the Holder shall (i) make such election in a manner that is satisfactory to the Committee, (ii) provide the Committee with a copy of such election, (iii) agree to promptly notify the Company if any Internal Revenue Service or state tax agent, on audit or otherwise, questions the validity or correctness of such election or of the amount of income reportable on account of such election, and (iv) agree to such federal and state income withholding as the Committee may reasonably require in its sole and absolute discretion.

22. SECTION 83(b) ELECTION. If as a result of receiving an Award, a Holder receives Restricted Shares subject to a "substantial risk of forfeiture", then such Holder may elect under Section 83(b) of the Code to include in his gross income, for his taxable year in which the Restricted Shares are transferred to him, the excess of the Fair Market Value (determined without regard to any Restriction other than one which by its terms will never lapse), of such Restricted Shares at the Date of Grant, over the amount paid for the Restricted Shares. If the Holder makes the Section 83(b) election described above, the Holder shall (i) make such election in a manner that is satisfactory to the Committee, (ii) provide the Committee with a copy of such election, (iii) agree to promptly notify the Company if any Internal Revenue Service or state tax agent, on audit or otherwise, questions the validity or correctness of such election or of the amount of income reportable on account of such election, and (iv) agree to such federal and state income withholding as the Committee may reasonably require in its sole and absolute discretion. 23. EFFECTIVE DATE AND TERMINATION DATE. The Plan shall be effective as of its Effective Date, and shall terminate on the tenth anniversary of such Effective Date. PROBEX CORP. 18

EXHIBIT 10.2 PROBEX CORP. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT This Amended and Restated Investor Rights Agreement (this "AGREEMENT") is made and entered into as of June 2, 2000, by and between Probex Corp., a Colorado corporation (the "COMPANY"), and HSB Engineering Finance Corporation, a Delaware corporation (the "INVESTOR"). RECITALS A. The Investor has previously loaned to the Company (the "LOAN") the aggregate amount of seven hundred fifty thousand dollars ($750,000) pursuant to the terms and conditions set forth in that certain Convertible Loan, Warrant and Security Agreement, dated as of June 30, 1998, by and between the Company and the Investor (the "LOAN AGREEMENT") and the Convertible Secured Promissory Note, dated of even date therewith (the "NOTE"), by the Company. B. In connection with the Loan Agreement, Investor and the Company entered into that certain Investor Rights Agreement, dated as of June 30, 1998 (the "Original Agreement"), pursuant to which that the Investor was granted certain rights, as more fully set forth therein. C. Pursuant to the Loan Agreement, Investor has the right to acquire additional shares (as defined in the Loan Agreement, the "CONVERSION SHARES") of the Company's Common Stock, no par value (the "COMMON STOCK"), upon the cancellation of the outstanding principal balance on the Note and the surrender and cancellation of the Warrant. D. The Investor has exercised its right to acquire the Conversion Shares and in connection therewith, the Investor and the Company desire to amend and restate in its entirety the terms of the Original Agreement, all as set forth herein. E. Capitalized terms not otherwise defined herein shall have the meanings given such terms in the Loan Agreement.

EXHIBIT 10.2 PROBEX CORP. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT This Amended and Restated Investor Rights Agreement (this "AGREEMENT") is made and entered into as of June 2, 2000, by and between Probex Corp., a Colorado corporation (the "COMPANY"), and HSB Engineering Finance Corporation, a Delaware corporation (the "INVESTOR"). RECITALS A. The Investor has previously loaned to the Company (the "LOAN") the aggregate amount of seven hundred fifty thousand dollars ($750,000) pursuant to the terms and conditions set forth in that certain Convertible Loan, Warrant and Security Agreement, dated as of June 30, 1998, by and between the Company and the Investor (the "LOAN AGREEMENT") and the Convertible Secured Promissory Note, dated of even date therewith (the "NOTE"), by the Company. B. In connection with the Loan Agreement, Investor and the Company entered into that certain Investor Rights Agreement, dated as of June 30, 1998 (the "Original Agreement"), pursuant to which that the Investor was granted certain rights, as more fully set forth therein. C. Pursuant to the Loan Agreement, Investor has the right to acquire additional shares (as defined in the Loan Agreement, the "CONVERSION SHARES") of the Company's Common Stock, no par value (the "COMMON STOCK"), upon the cancellation of the outstanding principal balance on the Note and the surrender and cancellation of the Warrant. D. The Investor has exercised its right to acquire the Conversion Shares and in connection therewith, the Investor and the Company desire to amend and restate in its entirety the terms of the Original Agreement, all as set forth herein. E. Capitalized terms not otherwise defined herein shall have the meanings given such terms in the Loan Agreement. NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. INFORMATION RIGHTS. 1.1 Information Rights. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as the Investor holds any Conversion Shares, the Company INVESTOR RIGHTS AGREEMENT

will deliver to the Investor copies of the Company's Forms 10-K or 10-KSB, 10-Q or 10-QSB, and 8-K, and Annual Reports to Shareholders, promptly after such documents are filed with the SEC (as defined below). 2. VOTING AGREEMENT. 2.1 Board Representation. So long as the Investor, together with its Affiliates (as defined in the Loan Agreement), in the aggregate, holds Common Stock representing at least 5% of the outstanding Common Stock of the Company, Investor will be entitled to elect one member (the "REPRESENTATIVE") of the Company's Board of Directors (the "BOARD") and all committees thereof. The Investor shall nominate at least two nominees

will deliver to the Investor copies of the Company's Forms 10-K or 10-KSB, 10-Q or 10-QSB, and 8-K, and Annual Reports to Shareholders, promptly after such documents are filed with the SEC (as defined below). 2. VOTING AGREEMENT. 2.1 Board Representation. So long as the Investor, together with its Affiliates (as defined in the Loan Agreement), in the aggregate, holds Common Stock representing at least 5% of the outstanding Common Stock of the Company, Investor will be entitled to elect one member (the "REPRESENTATIVE") of the Company's Board of Directors (the "BOARD") and all committees thereof. The Investor shall nominate at least two nominees for its Representative seat at least fourteen (14) days prior to such nominee's election to the Board. For such seat, the Company shall designate which of the two nominees shall be elected. Upon such designation or, if at the end of such fourteen (14) day period the Company shall have failed to designate a nominee, upon the Investor's designation of one of the two nominees, the Company shall take, or cause to be taken, all actions within its power to cause the Representative so designated to be elected to the Board, including recommending to the stockholders of the Company that they vote for the election to the Board of the individual designated by the Investor. So long as the Investor, together with its Affiliates, in the aggregate, holds Common Stock representing at least 5% of the outstanding Common Stock of the Company, the Board of Directors shall take no action to increase the number of voting directors constituting the Board of Directors to a number greater than nine (9), without the affirmative vote of the Representative. Each stockholder signatory hereto shall take all actions necessary to vote all shares of stock entitled to vote thereon owned or held of record by such stockholder at any annual or special meeting at which one or more directors are elected in favor of the election as directors of the individual designated as the Representative of the Investor. Each stockholder signatory hereto shall take all actions by written consents in lieu of any such meeting necessary to cause the election as director of the individual designated as Representative of the Investors. Except as otherwise permitted in this Section 2.1, no stockholder signatory hereto shall take any action to remove any Representative from office as director without Cause. Any Representative may be removed as director for Cause (as defined below) at any time by the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote thereon. "CAUSE", for purposes of this Article 2 only, shall mean the commission by a Representative of a felony which in the opinion of the majority of the directors is injurious to the business reputation of the Company or the commission by a Representative of an act constituting the reckless disregard of his duties to the Company, bad faith, gross negligence, willful misconduct or fraud. The removal of any Representative as director for Cause shall not prejudice the right of the Investor who nominated such Representative to nominate pursuant to this Agreement a substitute director to fill the vacancy created by such removal. Any Representative previously removed as a director for Cause shall not be eligible thereafter to serve as a director of the Company. If a Representative, as a result of death, disability, resignation, removal (with or without Cause) or otherwise, cannot serve on the Board, the Investor shall nominate an individual to fill such vacancy. Upon the nomination of a Representative pursuant to this Section 2.1 to fill such vacancy, if, under applicable law, such vacancy can be filled by the remaining directors, then each director shall elect or appoint such Representative to the Board. If, under applicable law, such vacancy cannot be filled by the remaining directors, such 2 INVESTOR RIGHTS AGREEMENT

director shall take all action necessary to convene, as promptly as practicable, an annual or special meeting of the stockholders at which the stockholders signatory hereto shall vote all shares entitled to vote thereon owned or held of record by such stockholder to elect such Representative to the Board. The Company acknowledges that the Investor will likely have, from time to time, information that may be of interest to the Company ("INFORMATION") regarding a wide variety of matters including, by way of example only, (1) Investor's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments Investor has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services, including, without limitation, technologies, products and services that may be competitive with the Company's, and (3) developments with respect to the technologies,

director shall take all action necessary to convene, as promptly as practicable, an annual or special meeting of the stockholders at which the stockholders signatory hereto shall vote all shares entitled to vote thereon owned or held of record by such stockholder to elect such Representative to the Board. The Company acknowledges that the Investor will likely have, from time to time, information that may be of interest to the Company ("INFORMATION") regarding a wide variety of matters including, by way of example only, (1) Investor's technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments Investor has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services, including, without limitation, technologies, products and services that may be competitive with the Company's, and (3) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the Representative. The Company, as a material part of the consideration for this Agreement, agrees that Investor and its Representative shall have no duty to disclose any Information to the Company or permit the Company to participate in any projects or investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit Investor's ability to pursue opportunities based on such Information or that would require Investor or Representative to disclose any such Information to the Company or offer any opportunity relating thereto to the Company. The Company shall, to the fullest extent permitted under applicable law and the Company's articles of incorporation and bylaws, indemnify and hold harmless, all of the directors, including the Representative, against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages and liabilities incurred in connection with, and amounts paid in settlement of, any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative and wherever asserted, brought or filed, arising out of or pertaining to any acts or omissions or alleged acts or omissions by them in their capacities as members of the Board or any committee thereof. The Company shall purchase or maintain in effect, if available, directors' and officers' liability insurance covering all of the directors, including the Representative, on terms reasonably acceptable to the Representative, provided that the Company shall not be obligated to pay more than $10,000 for the initial annual premium. 3 INVESTOR RIGHTS AGREEMENT

2.2. Actions by the Board of Directors. Notwithstanding the fact that no vote of the Board may be required, or that a lesser percentage vote may be specified by law, by the articles of incorporation, the bylaws or otherwise, so long as the Investor, together with its affiliates, in the aggregate, holds Common Stock representing at least 5% of the outstanding Common Stock of the Company, the Company shall not take any action with respect to the below listed transactions (individually, a "SIGNIFICANT TRANSACTION"), notwithstanding the affirmative vote of a majority of the directors, if a Representative director and at least one other director, who is not a Representative director and not an employee or officer (or affiliate, associate, or relative of any such employees or officers) of the Company, votes against such Significant Transaction: (i) any merger or consolidation involving the Company (other than transactions involving the merger or consolidation of a subsidiary with or into the Company or with or into a subsidiary); (ii) any sale, lease, license, exchange, transfer or other disposition, directly or indirectly, in any single transaction or series of related transactions of all or substantially all of the assets of the Company to or with any person other than into or with a subsidiary of the Company; and (iii) any increase or reduction of, or change in, the Company's authorized stock or the creation of any additional class of capital stock of the Company.

2.2. Actions by the Board of Directors. Notwithstanding the fact that no vote of the Board may be required, or that a lesser percentage vote may be specified by law, by the articles of incorporation, the bylaws or otherwise, so long as the Investor, together with its affiliates, in the aggregate, holds Common Stock representing at least 5% of the outstanding Common Stock of the Company, the Company shall not take any action with respect to the below listed transactions (individually, a "SIGNIFICANT TRANSACTION"), notwithstanding the affirmative vote of a majority of the directors, if a Representative director and at least one other director, who is not a Representative director and not an employee or officer (or affiliate, associate, or relative of any such employees or officers) of the Company, votes against such Significant Transaction: (i) any merger or consolidation involving the Company (other than transactions involving the merger or consolidation of a subsidiary with or into the Company or with or into a subsidiary); (ii) any sale, lease, license, exchange, transfer or other disposition, directly or indirectly, in any single transaction or series of related transactions of all or substantially all of the assets of the Company to or with any person other than into or with a subsidiary of the Company; and (iii) any increase or reduction of, or change in, the Company's authorized stock or the creation of any additional class of capital stock of the Company. 3. REGISTRATION RIGHTS. 3.1 Definitions. For purposes of this Section 3: (a) Registration. The terms "REGISTER," "REGISTERED," and "REGISTRATION" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act of 1933, as amended, (the "SECURITIES ACT"), and the declaration or ordering of effectiveness of such registration statement (b) Registrable Securities. The term "REGISTRABLE SECURITIES" means: (1) any Common Stock of the Company issued or to be issued (A) as Conversion Shares and, (B) as additional shares, pursuant to that certain letter agreement between the Company and the Investor dated as of February 25, 2000 (excluding the Conversion Shares) (the "Additional Shares"), (2) any shares of Common Stock of the Company issued (or issuable upon the conversion or exercise of any warrant, right or other security) as a dividend or other distribution with respect to, or in exchange for or in replacement of, any shares of Common Stock and the other securities described in clause (1) of this subsection (b) and (3) any other Common Stock of the Company owned or hereafter acquired by the Investor. Notwithstanding the foregoing, "REGISTRABLE SECURITIES" shall exclude any Registrable Securities sold by a person in a transaction in which rights under this Section 3 are not assigned in accordance with this Agreement or any Registrable Securities sold in a public offering, whether sold pursuant to Rule 144 promulgated under the Securities Act, or in a registered offering, or otherwise. 4 INVESTOR RIGHTS AGREEMENT

(c) Registrable Securities Then Outstanding. The number of shares of "REGISTRABLE SECURITIES THEN OUTSTANDING" shall mean the number of shares of Common Stock of the Company that are Registrable Securities and are then issued and outstanding. (d) Holder. For purposes of this Section 3, the term "HOLDER" means any person signatory hereto owning of record Registrable Securities that have not been sold to the public or pursuant to Rule 144 promulgated under the Securities Act or any permitted assignee of record of such Registrable Securities to whom rights under this Section 3 have been duly assigned in accordance with this Agreement. (e) SEC. The term "SEC" or "COMMISSION" means the U.S. Securities and Exchange Commission. 3.2. Required Registration.

(c) Registrable Securities Then Outstanding. The number of shares of "REGISTRABLE SECURITIES THEN OUTSTANDING" shall mean the number of shares of Common Stock of the Company that are Registrable Securities and are then issued and outstanding. (d) Holder. For purposes of this Section 3, the term "HOLDER" means any person signatory hereto owning of record Registrable Securities that have not been sold to the public or pursuant to Rule 144 promulgated under the Securities Act or any permitted assignee of record of such Registrable Securities to whom rights under this Section 3 have been duly assigned in accordance with this Agreement. (e) SEC. The term "SEC" or "COMMISSION" means the U.S. Securities and Exchange Commission. 3.2. Required Registration. (a) Required Registration. After the date that the Company becomes eligible to file a registration statement on Form S-3 (or any successor form) in accordance with the Securities Act and the rules and regulations promulgated thereunder (the "S-3 ELIGIBILITY DATE"), and so long as the Company continues to be eligible to file such registration statement on Form S-3 (or any successor form), upon the written request of the Holder, the Company shall prepare and file a shelf registration statement on Form S-3 (or any successor form) to effect a registration on a delayed or continuos basis with respect to the resale of all or a part of the Registrable Securities (the "DEMAND REGISTRABLE SECURITIES") as specified in such written notice, and the Company will use its diligent best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under the applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution of all or such portion of the Demand Registrable Securities of the Holder(s). (b) Limitations. Notwithstanding the foregoing provisions of this Section 3.2, the Company's obligation to effect registration of Demand Registrable Securities under this Section 3.2 shall be subject to the following limitations: (1) The Company shall be obligated to effect only two (2) such registrations pursuant to this Section 3.2. A registration shall not be deemed "effected" for purpose of this Section 3.2 (i) unless it has become effective and is maintained effective until all Demand Registrable Securities are sold thereunder (or after the expiration of a period of ninety (90) days, whichever is earlier), or (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency, authority or body for any reason other than a material misrepresentation or omission by the Holders of Demand Registrable Securities included therein. (2) The Company shall not be obligated to effect a registration hereunder if at the time such registration is required, the Company has material non-public information the disclosure of which, in the reasonable business judgment of the Board, based upon advice of counsel, would have an adverse effect on the Company; provided, however, that 5 INVESTOR RIGHTS AGREEMENT

the Company shall not be permitted to delay registration under this paragraph for a period longer than thirty (30) days without the consent of the Holders of at least a majority of the Demand Registrable Securities. 3.3 Piggyback Registrations. With respect to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company), if such registration statement is to be filed by the Company prior to the S-3 Eligibility Date, the Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to such filing and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by

the Company shall not be permitted to delay registration under this paragraph for a period longer than thirty (30) days without the consent of the Holders of at least a majority of the Demand Registrable Securities. 3.3 Piggyback Registrations. With respect to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company), if such registration statement is to be filed by the Company prior to the S-3 Eligibility Date, the Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to such filing and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Except as otherwise provided herein, there shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3.3. (a) Underwriting. If a registration statement under which the Company gives notice under this Section 3.3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder's Registrable Securities to be included in a registration pursuant to this Section 3.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting (including a market stand-off agreement of up to 180 days if required by such underwriter or underwriters). Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude up to all Registrable Shares that are in excess of 15% of the aggregate number of shares to be included in such offering (including the Registrable Shares) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities then held by each such Holder; provided, however, that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company (or any subsidiary of the Company), shall first be excluded from such registration and underwriting before any Registrable Securities are so 6 INVESTOR RIGHTS AGREEMENT

excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single "Holder," and any pro rata reduction with respect to such Holder shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such Holder, as defined in this sentence. 3.4 Obligations of the Company. Whenever required to effect the registration of any Registrable Securities under

excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single "Holder," and any pro rata reduction with respect to such Holder shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such Holder, as defined in this sentence. 3.4 Obligations of the Company. Whenever required to effect the registration of any Registrable Securities under this Agreement the Company shall, as expeditiously as reasonably possible: (a) Registration Statement. Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, provided, however, that the Company shall not be required to keep any such registration statement effective for more than ninety (90) days. (b) Amendments and Supplements. Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement. (c) Prospectuses. Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration. (d) Blue Sky. Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. (e) Underwriting. In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. (f) Notification. Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement 7 INVESTOR RIGHTS AGREEMENT

of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (g) Opinion and Comfort Letter. Furnish, at the request of any Holder requesting registration of Registrable Securities, on the date that such Registrable Securities are delivered to the underwriter(s) for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to

of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (g) Opinion and Comfort Letter. Furnish, at the request of any Holder requesting registration of Registrable Securities, on the date that such Registrable Securities are delivered to the underwriter(s) for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a "comfort" letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities. (h) Exchange Listing. Cause the Registrable Securities to be authorized for listing on the securities exchange on which securities of the same class of the Company are then primarily listed. 3.5 Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Sections 3.2 or 3.3 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them, and the intended method of disposition of such securities as shall be required to timely effect the Registration of their Registrable Securities. 3.6 Indemnification. In the event any Registrable Securities are included in a registration statement under Sections 3.2 or 3.3: (a) By the Company. To the extent permitted by law; the Company will indemnify and hold harmless each Holder, the partners, officers and directors of each Holder, any underwriter (as determined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended, (the "1934 ACT"), against any losses, claims, damages, or Liabilities (joint or several) to which they may become subject under the Securities Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "VIOLATION"): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; 8 INVESTOR RIGHTS AGREEMENT

(ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any federal or state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act or any federal or state securities law in connection with the offering covered by such registration statement; and the Company will reimburse each such Holder, partner, officer or director, underwriter or controlling person for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 3.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage,

(ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any federal or state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act or any federal or state securities law in connection with the offering covered by such registration statement; and the Company will reimburse each such Holder, partner, officer or director, underwriter or controlling person for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 3.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, officer, director, underwriter or controlling person of such Holder. (b) By Selling Holders. To the extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder's partners, directors or officers or any person who controls such Holder within the meaning of the Securities Act or the 1934 Act, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such Holder, partner or director, officer or controlling person of such other Holder may become subject under the Securities Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, partner, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action: provided, however, that the indemnity agreement contained in this subsection 3.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided, further, that the total amounts payable in indemnity by a Holder under this Section 3.6(b) in respect of any Violation shall not exceed the net proceeds received by such Holder in the registered offering out of which such Violation arises. 9 INVESTOR RIGHTS AGREEMENT

(c) Notice. Promptly after receipt by an indemnified party under this Section 3.6 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 3.6, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of liability to the indemnified party under this Section 3.6 to the extent the indemnifying party is prejudiced as a result thereof, but the omission so to deliver written notice to the indemnified party will not relieve it of any liability that it may have to any

(c) Notice. Promptly after receipt by an indemnified party under this Section 3.6 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 3.6, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of liability to the indemnified party under this Section 3.6 to the extent the indemnifying party is prejudiced as a result thereof, but the omission so to deliver written notice to the indemnified party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 3.6. (d) Defect Eliminated in Final Prospectus. The foregoing indemnity agreements of the Company and Holders are subject to the condition that, insofar as they relate to any Violation made in a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC at the time the registration statement in question becomes effective or the amended prospectus filed with the SEC pursuant to SEC Rule 424(b) (the "FINAL PROSPECTUS"), such indemnity agreement shall not inure to the benefit of any person if a copy of the Final Prospectus was timely furnished to the indemnified party and was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act. (e) Contribution. In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any Holder exercising rights under this Agreement, or any controlling person of any such Holder, makes a claim for indemnification pursuant to this Section 3.6 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 3.6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any such selling Holder or any such controlling person in circumstances for which indemnification is provided under this Section 3.6; then, and in each such case, the Company and such Holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that such Holder is responsible for the portion represented by the percentage that the public offering price of its Registrable Securities offered by and sold under the registration statement bears to the public offering price of all securities offered by and sold under such registration statement, and the Company and other selling Holders are responsible for the remaining portion; provided, however, that, in any such case: (A) no such Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement; 10 INVESTOR RIGHTS AGREEMENT

and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. (f) Survival. The obligations of the Company and Holders under this Section 3.5 shall survive until the fifth anniversary of the completion of any offering of Registrable Securities in a registration statement, regardless of the expiration of any statutes of limitation or extensions of such statutes. 3.7 Expenses. All expenses incurred in connection with a registration pursuant to Sections 3.2 and 3.3 (excluding underwriters' and brokers' discounts and commissions relating to shares sold by the Holders and legal fees of counsel for the Holders), including, without limitation all federal and "blue sky" registration, filing and qualification

and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. (f) Survival. The obligations of the Company and Holders under this Section 3.5 shall survive until the fifth anniversary of the completion of any offering of Registrable Securities in a registration statement, regardless of the expiration of any statutes of limitation or extensions of such statutes. 3.7 Expenses. All expenses incurred in connection with a registration pursuant to Sections 3.2 and 3.3 (excluding underwriters' and brokers' discounts and commissions relating to shares sold by the Holders and legal fees of counsel for the Holders), including, without limitation all federal and "blue sky" registration, filing and qualification fees, printers' and accounting fees, and fees and disbursements of counsel for the Company, shall be borne by the Company. 3.8 Termination of the Company's Obligations. The Company shall have no obligations pursuant to Sections 3.2 or 3.3 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Sections 3.2 or 3.3 more than five (5) years after the date of this Agreement, or, if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may then be sold under Rule 144 in one transaction without exceeding the volume limitations thereunder. 3.9 No Registration Rights to Third Parties. Without the prior written consent of the Holders of a majority in interest of the Registrable Securities then outstanding, the Company covenants and agrees that it shall not grant, or cause or permit to be created, for the benefit of any person or entity any registration rights of any kind (whether similar to the registration rights described in this Article 3, or otherwise) relating to shares of the Company's Common Stock or any other voting securities of the Company, other than rights that are on a parity with or subordinate in right to the Investor. 4. [INTENTIONALLY OMITTED] 5. TERMINATION OF PRIOR AGREEMENTS. 5.1 Termination of Loan Agreement and Warrant. The parties acknowledge that the Investor has exercised its right to receive the Conversion Shares, constituting 2,609,347 shares of Common Stock, in exchange for cancellation of the Outstanding Balance and surrender and cancellation of the Warrant. As a result, all of the terms and conditions of the Loan Agreement having been satisfied, and the Warrant having been surrendered and cancelled, the parties hereby acknowledge that all of the parties to the Loan Agreement and Warrant have fully performed their respective obligations thereunder (except for the obligations of the Investor under Section 4.5 of the Loan Agreement, which obligations are not yet due as of the date of this Agreement) and that there are no violations or breaches of any of the terms of such agreements known to any of the parties. The parties further affirm that, effective upon the execution and delivery of this Agreement, the Loan Agreement and the Warrant are hereby terminated and cancelled, and the 11 INVESTOR RIGHTS AGREEMENT

terms and provisions thereof shall have no further force or effect (with the sole exception of Section 4.5 of the Loan Agreement which shall survive the termination thereof). 5.2 Termination of Original Agreement. The parties acknowledge that the Company has issued to the Investor the Additional Shares, constituting an aggregate of 186,767 shares of Common Stock. In connection therewith, the parties hereby acknowledge that there are no violations or breaches of any of the terms of the Original Agreement known to any of the parties, and further affirm that, effective upon the execution and delivery of this Agreement, the Original Agreement is hereby terminated and cancelled, and except as expressly amended and restated in this Agreement, the terms and provisions thereof shall have no further force or effect.

terms and provisions thereof shall have no further force or effect (with the sole exception of Section 4.5 of the Loan Agreement which shall survive the termination thereof). 5.2 Termination of Original Agreement. The parties acknowledge that the Company has issued to the Investor the Additional Shares, constituting an aggregate of 186,767 shares of Common Stock. In connection therewith, the parties hereby acknowledge that there are no violations or breaches of any of the terms of the Original Agreement known to any of the parties, and further affirm that, effective upon the execution and delivery of this Agreement, the Original Agreement is hereby terminated and cancelled, and except as expressly amended and restated in this Agreement, the terms and provisions thereof shall have no further force or effect. 6. ASSIGNMENT AND AMENDMENT. 6.1 Assignment. Notwithstanding anything herein to the contrary, the rights of the Investor may be assigned to any transferee of shares of Common Stock held by the Investor, except that the rights of Investor pursuant to Section 2.2 may only be assigned to an Affiliate of the Investor. 6.2 Amendment of Rights. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Investor (or, in the case of an amendment or waiver of any provision of Section 3 hereof), only with the written consent of the Company and the Holders of a majority of the Registrable Securities then outstanding and entitled to the registration rights set forth in Section 3 hereof. Any amendment or waiver effected in accordance with this Section 6.2 shall be binding upon the Investor, each Holder, each permitted successor or assignee of such Investor or Holder and the Company. 7. CONFIDENTIALITY. 7.1 Protection of Confidential Information. Confidential or proprietary information disclosed by either party under this Agreement shall be considered confidential information (the "CONFIDENTIAL INFORMATION") and shall not be disclosed by the Company or Investor to any third party. The Company or Investor shall immediately notify the other party of any information that comes to its attention which might indicate that there has been a loss of confidentiality with respect to the Confidential Information. In the event that the Company or Investor is requested or becomes legally compelled (by statute or regulation or by oral questions, interrogatories, request for information or documents, subpoena, criminal or civil investigative demand or similar process, including without limitation, in connection with any public or private offering of the Company's capital stock) to disclose any of the Confidential Information, such party (the "DISCLOSING PARTY") shall provide the other party (the "NONDISCLOSING PARTY") with prompt written notice of that fact so that the other party may seek (with the cooperation and reasonable efforts of the Disclosing Party) a protective order, confidential treatment or other appropriate remedy. In such event, the Disclosing Party shall furnish only that portion of the Confidential Information which is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information to the extent reasonably requested by the Non-Disclosing Party. The provisions of this Section 7.1 shall be in 12 INVESTOR RIGHTS AGREEMENT

addition to, and not in substitution for, the provisions of any separate nondisclosure agreement executed by the parties hereto with respect to the transaction contemplated hereby. 7.2 Disclosure of Terms; Press Releases. Notwithstanding the provisions of Section 7.1 above, from and after the Effective Date, the Company may disclose the existence and terms of this Agreement and Investor's investment in the Company solely (i) to the Company's investors, investment bankers, lenders, accountants, legal counsel, business partners, and bona fide prospective investors, employees, lenders and business partners, in each case only where such persons or entities have agreed not to disclose such information to any third party, and (ii) to the extent necessary for the Company to comply with any of its disclosure and reporting obligations under applicable securities laws and regulations, and the rules and regulations of any applicable securities exchange. The

addition to, and not in substitution for, the provisions of any separate nondisclosure agreement executed by the parties hereto with respect to the transaction contemplated hereby. 7.2 Disclosure of Terms; Press Releases. Notwithstanding the provisions of Section 7.1 above, from and after the Effective Date, the Company may disclose the existence and terms of this Agreement and Investor's investment in the Company solely (i) to the Company's investors, investment bankers, lenders, accountants, legal counsel, business partners, and bona fide prospective investors, employees, lenders and business partners, in each case only where such persons or entities have agreed not to disclose such information to any third party, and (ii) to the extent necessary for the Company to comply with any of its disclosure and reporting obligations under applicable securities laws and regulations, and the rules and regulations of any applicable securities exchange. The Company shall not issue any press release or make any other announcement to the general public or in any professional or trade publication regarding Investor, this Agreement or any of the terms hereof without the prior consent of Investor, which consent shall be in the sole discretion of Investor, except for any press release or other announcement required pursuant to clause (ii) above, in which case, such consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, Investor may disclose its investment in the Company and the terms thereof to third parties or to the public at its discretion, and the Company shall have the right to disclose to third parties any such information disclosed by Investor in a press release or other public announcement without the prior consent of Investor. If the Company or Investor determines that any disclosure not otherwise authorized by this Agreement is required by law or regulation, then the provisions of Section 7.1 regarding disclosure of Confidential Information by a Disclosing Party shall govern. 8. GENERAL PROVISIONS. 8.1. Notices. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) when hand delivered to the other party; (b) when received when sent by facsimile at the address and number set forth below, provided that the sending party receives written confirmation of receipt; (c) three business days after deposit in the U.S. mail with first class or certified mail receipt requested postage prepaid and addressed to the other party as set forth below; or (d) the next business day after deposit with a national overnight delivery service, postage prepaid, addressed to the parties as set forth below with nextbusiness-day delivery guaranteed, provided that the sending party receives a confirmation of delivery from the delivery service provider. 13 INVESTOR RIGHTS AGREEMENT

To Investor: HSB Engineering Finance Corporation One State Street Hartford, CT 06102 Attn: John McManus, Vice President Fax: (860) 722-5710 Tel: (860) 722-5444 With copies to: Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, CA 90071-3197 Attn: Bradford P. Weirick, Esq. Fax: (213) 229-7520 Tel: (213) 229-7765

To Investor: HSB Engineering Finance Corporation One State Street Hartford, CT 06102 Attn: John McManus, Vice President Fax: (860) 722-5710 Tel: (860) 722-5444 With copies to: Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, CA 90071-3197 Attn: Bradford P. Weirick, Esq. Fax: (213) 229-7520 Tel: (213) 229-7765 To the Company: Probex Corp. 1467 LeMay, Suite 111 Carrollton, Texas 75007 Attn: Thomas G. Plaskett, Chief Executive Officer Fax: (972) 466-1556 Tel: (972) 466-1555 with copies to: Jenkens & Gilchrist, P.C. 1445 Ross Ave., Suite 3200 Dallas, TX 75202-2799 Attn: Robert W. Dockery, Esq. Fax: (214) 855-4300 Tel: (214) 855-4163 Each person making a communication hereunder by facsimile shall promptly confirm by telephone to the person to whom such communication was addressed each communication made by it by facsimile pursuant hereto but the absence of such confirmation shall not affect the validity of any such communication. A party may change or supplement the addresses given above, or designate additional addresses, for purposes of this Section 8.1 by giving the other party written notice of the new address in the manner set forth above. 8.2 Entire Agreement. This Agreement constitutes and contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between 14 INVESTOR RIGHTS AGREEMENT

the parties respecting the subject matter hereof, including expressly the Original Agreement, the Loan Agreement and the Warrant. 8.3 Governing Law. This Agreement shall be governed by and construed exclusively in accordance with the internal laws of the State of Connecticut as applied to agreements entered into and to be performed entirely within Connecticut, excluding that body of law relating to conflict of laws and choice of law.

the parties respecting the subject matter hereof, including expressly the Original Agreement, the Loan Agreement and the Warrant. 8.3 Governing Law. This Agreement shall be governed by and construed exclusively in accordance with the internal laws of the State of Connecticut as applied to agreements entered into and to be performed entirely within Connecticut, excluding that body of law relating to conflict of laws and choice of law. 8.4 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms. 8.5 Third Parties. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties hereto and their permitted successors and assigns, any rights or remedies under or by reason of this Agreement. 8.6 Successors and Assigns. Subject to the provisions of Section 6.1, the provisions of this Agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns of the parties hereto. 8.7 Captions. The captions to sections of this Agreement have been inserted for identification and reference purposes only and shall not be used to construe or interpret this Agreement. 8.8 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 8.9 Adjustments for Stock Splits, Etc. Wherever in this Agreement there is a reference to a specific number of shares of Common Stock of the Company, then, upon the occurrence of any subdivision, combination or stock dividend of Common Stock, the specific number of shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the affect on the outstanding shares of such class or series of stock by such subdivision, combination or stock dividend. 8.10 Sections. References to a "section" when used without further attribution shall refer to the particular sections of this Agreement. [SIGNATURES ON NEXT PAGE] 15 INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.
PROBEX CORP., A COLORADO CORPORATION By: /s/ BRUCE A. HALL --------------------------------Name: Bruce A. Hall ------------------------------Title: Senior Vice President & Chief Financial Officer -----------------------------HSB ENGINEERING FINANCE CORPORATION, A DELAWARE CORPORATION By: /s/ MARY P. SCHMITT -------------------------------Name: Mary P. Schmitt ------------------------------

Title: Assistant Vice President -----------------------------

SHAREHOLDERS:

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.
PROBEX CORP., A COLORADO CORPORATION By: /s/ BRUCE A. HALL --------------------------------Name: Bruce A. Hall ------------------------------Title: Senior Vice President & Chief Financial Officer -----------------------------HSB ENGINEERING FINANCE CORPORATION, A DELAWARE CORPORATION By: /s/ MARY P. SCHMITT -------------------------------Name: Mary P. Schmitt ------------------------------

Title: Assistant Vice President -----------------------------

SHAREHOLDERS:
/s/ ALEX D. DASPIT -------------------------------Alex D. Daspit /s/ MARTIN R. MACDONALD -------------------------------Martin R. MacDonald /s/ THOMAS G. MURRAY -------------------------------Thomas G. Murray

16 INVESTOR RIGHTS AGREEMENT

EXHIBIT 10.5.2 EXTENSION OF OPTION This Extension of Option Agreement is entered into as of this 19th day of June, 2000, by and between COLUMBIANA COUNTY PORT AUTHORITY, a body corporate and politic, (the AUTHORITY) and PROBEX CORPORATION, a Colorado corporation, or its assignee (Probex). WITNESSETH: WHEREAS, the AUTHORITY and PROBEX heretofore entered into that certain Option Purchase Agreement, as finally executed by the parties on July 7, 1999 (copy attached); and, WHEREAS, the AUTHORITY is desirous in granting to PROBEX and PROBEX is desirous of obtaining from the AUTHORITY, an extension of the aforesaid described Option to Purchase. NOW, THEREFORE, in consideration of the following, the parties do hereby agree as follows: (1) The AUTHORITY does hereby extend the Option period for a period of six (6) months from the 1st day of July, 2000, through the 31st day of December, 2000. (2) PROBEX shall, on July 1, 2000, pay the sum of Five Thousand Dollars ($5,000) to the AUTHORITY. Said $5,000 payment shall not be credited to PROBEX toward the purchase price, if PROBEX exercises such

EXHIBIT 10.5.2 EXTENSION OF OPTION This Extension of Option Agreement is entered into as of this 19th day of June, 2000, by and between COLUMBIANA COUNTY PORT AUTHORITY, a body corporate and politic, (the AUTHORITY) and PROBEX CORPORATION, a Colorado corporation, or its assignee (Probex). WITNESSETH: WHEREAS, the AUTHORITY and PROBEX heretofore entered into that certain Option Purchase Agreement, as finally executed by the parties on July 7, 1999 (copy attached); and, WHEREAS, the AUTHORITY is desirous in granting to PROBEX and PROBEX is desirous of obtaining from the AUTHORITY, an extension of the aforesaid described Option to Purchase. NOW, THEREFORE, in consideration of the following, the parties do hereby agree as follows: (1) The AUTHORITY does hereby extend the Option period for a period of six (6) months from the 1st day of July, 2000, through the 31st day of December, 2000. (2) PROBEX shall, on July 1, 2000, pay the sum of Five Thousand Dollars ($5,000) to the AUTHORITY. Said $5,000 payment shall not be credited to PROBEX toward the purchase price, if PROBEX exercises such Option. (3) PROBEX shall also on the 1st day of each and every month, commencing July 1, 2000 pay the monthly sum of Ten Thousand Dollars ($10,000) for each month of this Option Extension until such Option is exercised or cancelled by Probex. If said Option is exercised, then all monthly options payments made shall be credited toward the purchase price. If, however, said Option is not exercised, or is cancelled by Probex, then all monthly Option payments made shall remain the sole property of the AUTHORITY. (4) Probex shall have the right, exercisable in its sole discretion, to cancel the Option to Purchase upon written notice to the AUTHORITY. Such cancellation shall terminate Probex's obligations to make any future monthly option payments. (5) All other terms and conditions of the existing Option to Purchase, as signed by the parties on June 28, 1999, and July 7, 1999, shall continue to remain in full force and effect. 1

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be finally executed and delivered as of the effective dates below.
PROBEX: THE AUTHORITY:

Probex Corporation, A Colorado corporation

Columbiana County Port Authority, A body corporate and politic

BY: /s/ MARTIN MACDONALD -----------------------------NAME: MARTIN MacDONALD

BY: /s/ TRACY V. DRAKE -----------------------------NAME: TRACY V. DRAKE

TITLE: SENIOR VICE PRESIDENT OPERATIONS DATE: 07/07/00 --------------------------

TITLE: EXECUTIVE DIRECTOR

DATE:

07/17/00 --------------------------

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be finally executed and delivered as of the effective dates below.
PROBEX: THE AUTHORITY:

Probex Corporation, A Colorado corporation

Columbiana County Port Authority, A body corporate and politic

BY: /s/ MARTIN MACDONALD -----------------------------NAME: MARTIN MacDONALD

BY: /s/ TRACY V. DRAKE -----------------------------NAME: TRACY V. DRAKE

TITLE: SENIOR VICE PRESIDENT OPERATIONS DATE: 07/07/00 --------------------------

TITLE: EXECUTIVE DIRECTOR

DATE:

07/17/00 --------------------------

2

EXHIBIT 10.18 THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY STATE SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THIS INSTRUMENT MAY CONSTITUTE A "SECURITY" FOR THE PURPOSES OF SUCH LAWS, AND, AS SUCH, MAY NOT BE FURTHER SOLD OR TRANSFERRED BY THE HOLDER IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION THEREUNDER APPLICABLE TO SUCH SALE OR TRANSFER. CONVERTIBLE PROMISSORY NOTE $1,500,000.00 Dallas, Texas August 30, 2000 FOR VALUE RECEIVED, the undersigned, PROBEX CORP., a Colorado corporation ("Maker"), promises to pay to the order of General Conference Corporation of Seventh-day Adventists ("Payee"), at 12501 Old Columbia Pike, Silver Spring, MD 20904, or such other place as Payee may designate in writing, in lawful money of the United States of America, the principal sum of One Million Five Hundred Thousand AND NO/100 DOLLARS ($1,500,000). The outstanding principal balance of this Note shall bear interest at a rate of ten percent (10%) per annum accruing from the date hereof on the unpaid indebtedness until paid in full. Interest shall be calculated on the basis of a 360 day year and actual days elapsed. The principal balance of this Note shall be due and payable in one installment of One Million Five Hundred Thousand AND NO/100 DOLLARS ($1,500,000), plus and all accrued and unpaid interest thereon, on October 31, 2000 (the "Maturity Date"). Maker shall have the right to prepay, at any time without premium or penalty, the entire outstanding principal balance of this Note and the accrued interest thereon. Any such prepayment shall first be applied to accrued and unpaid interest, and the balance of any such prepayment shall be applied to the outstanding principal balance of this Note. This Note is unsecured and is a general obligation of Maker.

EXHIBIT 10.18 THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY STATE SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THIS INSTRUMENT MAY CONSTITUTE A "SECURITY" FOR THE PURPOSES OF SUCH LAWS, AND, AS SUCH, MAY NOT BE FURTHER SOLD OR TRANSFERRED BY THE HOLDER IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION THEREUNDER APPLICABLE TO SUCH SALE OR TRANSFER. CONVERTIBLE PROMISSORY NOTE $1,500,000.00 Dallas, Texas August 30, 2000 FOR VALUE RECEIVED, the undersigned, PROBEX CORP., a Colorado corporation ("Maker"), promises to pay to the order of General Conference Corporation of Seventh-day Adventists ("Payee"), at 12501 Old Columbia Pike, Silver Spring, MD 20904, or such other place as Payee may designate in writing, in lawful money of the United States of America, the principal sum of One Million Five Hundred Thousand AND NO/100 DOLLARS ($1,500,000). The outstanding principal balance of this Note shall bear interest at a rate of ten percent (10%) per annum accruing from the date hereof on the unpaid indebtedness until paid in full. Interest shall be calculated on the basis of a 360 day year and actual days elapsed. The principal balance of this Note shall be due and payable in one installment of One Million Five Hundred Thousand AND NO/100 DOLLARS ($1,500,000), plus and all accrued and unpaid interest thereon, on October 31, 2000 (the "Maturity Date"). Maker shall have the right to prepay, at any time without premium or penalty, the entire outstanding principal balance of this Note and the accrued interest thereon. Any such prepayment shall first be applied to accrued and unpaid interest, and the balance of any such prepayment shall be applied to the outstanding principal balance of this Note. This Note is unsecured and is a general obligation of Maker. Upon the completion of any offering by Maker of shares of its common stock aggregating gross proceeds of at least Thirteen Million Five Hundred Thousand Dollars ($13,500,000) (a "Qualified Offering"), Maker shall have the right to require Payee to convert the aggregate unpaid principal balance and unpaid interest into shares of common stock of Maker at the same valuation and upon the same terms that are received by Maker in the Qualified Offering. To effect such conversion, Maker shall provide notice to Payee, which notice shall include the terms of the Qualified Offering. Upon receipt of such notice, Payee shall tender this Note to Maker at its offices in Dallas, Texas. Upon the giving of the notice of conversion as provided above, no further

interest shall accrue upon the converted indebtedness hereof, and upon receipt of this Note, Maker shall issue to Payee a certificate evidencing the shares of Maker's common stock to which Payee is entitled in proper form, and shall release Payee from all obligations under that certain Suitability Letter and Subscription Agreement dated June 16, 2000, pursuant to which Payee had subscribed for the purchase of One Million Five Hundred Thousand Dollars ($1,500,000) of common stock of Maker. In the event that Maker has not completed a Qualified Offering, Maker shall have the right to require Payee to convert the aggregate unpaid principal balance and unpaid interest into shares of common stock of Maker at a valuation per share of common stock equal to the lesser of (i) ninety percent (90%) of the average of the closing prices of the common stock, as reported on the American Stock Exchange, for the ten (10) trading days preceding the date Maker provides Payee with a notice of conversion, and (ii) $2.00. In the event Maker shall fail to pay the outstanding principal balance and accrued interest thereon in accordance with the terms of this Note, after notice and the expiration of any applicable cure periods, this Note, including all unpaid principal and

interest shall accrue upon the converted indebtedness hereof, and upon receipt of this Note, Maker shall issue to Payee a certificate evidencing the shares of Maker's common stock to which Payee is entitled in proper form, and shall release Payee from all obligations under that certain Suitability Letter and Subscription Agreement dated June 16, 2000, pursuant to which Payee had subscribed for the purchase of One Million Five Hundred Thousand Dollars ($1,500,000) of common stock of Maker. In the event that Maker has not completed a Qualified Offering, Maker shall have the right to require Payee to convert the aggregate unpaid principal balance and unpaid interest into shares of common stock of Maker at a valuation per share of common stock equal to the lesser of (i) ninety percent (90%) of the average of the closing prices of the common stock, as reported on the American Stock Exchange, for the ten (10) trading days preceding the date Maker provides Payee with a notice of conversion, and (ii) $2.00. In the event Maker shall fail to pay the outstanding principal balance and accrued interest thereon in accordance with the terms of this Note, after notice and the expiration of any applicable cure periods, this Note, including all unpaid principal and all accrued and unpaid interest, shall automatically be converted into shares of common stock at the valuation per share set forth in this paragraph (except the date for calculation of the average closing price of the common stock shall be the date of expiration of any applicable cure periods). Any conversion pursuant to this paragraph shall otherwise be effected in the same manner as set forth in the preceding paragraph. In the event of any stock dividend, split, combination or reclassification directly affecting the then outstanding common stock of Maker, the then effective conversion rate at which the indebtedness of this Note may be converted into shares of common stock shall be proportionately adjusted, upward or downward, to prevent dilution or enlargement of the rights of the holder hereof, effective at the close of business on the date of such dividend, split, combination or reclassification. Payee acknowledges that this Note is non-negotiable and shall not be transferred or assigned by Payee. The shares of Maker 's common stock to be issued upon conversion of this Note shall not be registered pursuant to the Securities Act of 1933 or any state securities law or regulation. The certificates evidencing such shares shall bear an appropriate legend to the effect that such shares have not been registered under the Securities Act of 1933 nor under the securities laws of any state and that such shares may not be sold within the United States of America unless so registered or unless Maker shall receive an opinion of counsel satisfactory to it that such registration is unnecessary. No fractional shares of common stock shall be issued upon conversion of this Note. Instead of any fractional share which would otherwise be issuable upon conversion, Maker will pay a cash adjustment with respect to such fractional share in an amount equal to the same fraction of the then effective conversion rate. The Board of Directors of Maker, or a committee established by it, shall have the right from time to time to adopt specific rules of procedure to carry out the full intent of the conversion 2

provisions of this Note and to do all reasonable acts therefor; provided that such rules and acts shall not violate the specific terms of this Note. Maker shall at all times reserve and hold available sufficient shares of common stock to satisfy all conversion rights of this Note and other debt instruments of the same class. Shares deliverable upon the conversion of the indebtedness of this Note shall, at delivery, be fully paid and nonassessable, free from all taxes, liens and charges arising out of their issuance. This Note does not entitle Payee to any voting rights or other rights as a shareholder of Maker, or to any other rights whatsoever except the rights herein expressed. No dividends with respect to the common stock are payable or will accrue on this Note or the shares of common stock into which this Note may be converted until, and except to the extent that, the conversion right granted in this Note is exercised. As used herein, the term "Event of Default" shall mean the occurrence and continuation of any of the following events:

provisions of this Note and to do all reasonable acts therefor; provided that such rules and acts shall not violate the specific terms of this Note. Maker shall at all times reserve and hold available sufficient shares of common stock to satisfy all conversion rights of this Note and other debt instruments of the same class. Shares deliverable upon the conversion of the indebtedness of this Note shall, at delivery, be fully paid and nonassessable, free from all taxes, liens and charges arising out of their issuance. This Note does not entitle Payee to any voting rights or other rights as a shareholder of Maker, or to any other rights whatsoever except the rights herein expressed. No dividends with respect to the common stock are payable or will accrue on this Note or the shares of common stock into which this Note may be converted until, and except to the extent that, the conversion right granted in this Note is exercised. As used herein, the term "Event of Default" shall mean the occurrence and continuation of any of the following events: (a) The failure of Maker to make any payment with respect to this Note when due, and such failure continues for a period of then (10) days after receipt of written notice of such nonpayment; or (b) The adjudication of Maker as bankrupt, or the taking of any voluntary action by Maker seeking relief under any provision of the federal Bankruptcy Code or under any other debtor relief law. Upon the occurrence and during the continuation of an "Event of Default," unless this Note shall have been automatically converted as provided for herein, Payee may, at its option, without further notice of nonpayment, demand for payment, presentment for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, or any other notice or demand of any kind to Maker, declare the entire unpaid principal balance and accrued interest on this Note to be immediately due and payable, at which time such amounts shall become immediately due and payable. Payee may exercise this option to accelerate maturity hereof during any default by Maker regardless of any prior forbearance by Payee. If Payee expends any effort in any attempt to enforce payment of all or any part or installment of any sum due Payee hereunder, or if this Note is placed in the hands of an attorney for collection, or if it is collected through any legal proceedings, Maker agrees to pay all collection costs and fees incurred by Payee, including reasonable attorneys' fees. All agreements between Maker and Payee, whether now existing or hereafter arising and whether written or oral, are expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of the maturity of this Note or otherwise, shall the amount paid or agreed to be paid to the holder of this Note for the use, forbearance, or detention of the funds advanced pursuant to this Note or for the performance or payment of any covenant or obligation contained herein or in any other document evidencing, securing or pertaining to this Note, exceed 3

the maximum amount permitted under applicable law. If from any circumstance whatsoever fulfillment of any provision hereof or of any such other document, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by applicable law, then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any circumstance the holder hereof shall ever receive anything of value deemed excess interest by applicable law, an amount equal to any such excess interest shall be applied to the reduction of the principal amount owing under this Note, and not to the payment of interest, or if such excess interest exceeds the unpaid principal balance of this Note, such excess interest shall be refunded to Maker. All sums paid or agreed to be paid to any holder of this Note for the use, forbearance or detention of any funds advanced pursuant to this Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of this Note until payment in full so that the rate of interest on account of the indebtedness evidenced by this Note is uniform throughout the term hereof. The terms and provisions of this paragraph shall control and supersede every other provision of all agreements between Maker

the maximum amount permitted under applicable law. If from any circumstance whatsoever fulfillment of any provision hereof or of any such other document, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by applicable law, then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any circumstance the holder hereof shall ever receive anything of value deemed excess interest by applicable law, an amount equal to any such excess interest shall be applied to the reduction of the principal amount owing under this Note, and not to the payment of interest, or if such excess interest exceeds the unpaid principal balance of this Note, such excess interest shall be refunded to Maker. All sums paid or agreed to be paid to any holder of this Note for the use, forbearance or detention of any funds advanced pursuant to this Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of this Note until payment in full so that the rate of interest on account of the indebtedness evidenced by this Note is uniform throughout the term hereof. The terms and provisions of this paragraph shall control and supersede every other provision of all agreements between Maker and any holder of this Note. This Note shall be governed and construed in accordance with the laws of the State of Texas and the applicable laws of the United States of America. Maker and each surety, guarantor, endorser, and other party ever liable for payment of any sums of money payable on this Note jointly and severally waive notice, presentment, demand for payment, protest, notice of protest and nonpayment or dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, diligence in collecting, grace, and all other formalities of any kind, and consent to all extensions without notice for any period or periods of time and partial payments, before or after maturity, and any impairment of any collateral securing this Note, all without prejudice to the holder. The holder shall similarly have the right to deal in any way, at any time, with one or more of the foregoing parties without notice to any other party, and to grant any such party any extensions of time for payment of any of said indebtedness, or to release or substitute part or all of the collateral securing this Note, or to grant any other indulgences or forbearance whatsoever, without notice to any other party and without in any way affecting the personal liability of any party hereunder. THIS NOTE AND ALL OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED BY MAKER IN CONNECTION WITH THE INDEBTEDNESS EVIDENCED BY THIS NOTE EMBODY THE FINAL, ENTIRE AGREEMENT OF MAKER AND PAYEE WITH RESPECT TO THE INDEBTEDNESS EVIDENCED BY THIS NOTE AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE INDEBTEDNESS EVIDENCED BY THIS NOTE AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF MAKER AND PAYEE. THERE ARE NO ORAL AGREEMENTS BETWEEN MAKER AND PAYEE. 4

[SIGNATURE ON FOLLOWING PAGE] 5

PROBEX CORP., a Colorado corporation By: Name: Title:

EXHIBIT 10.20.1

[SIGNATURE ON FOLLOWING PAGE] 5

PROBEX CORP., a Colorado corporation By: Name: Title:

EXHIBIT 10.20.1

STOCK PURCHASE AGREEMENT DATED AS OF OCTOBER 12, 2000 BY AND BETWEEN PROBEX CORP. AND UNITED INFRASTRUCTURE COMPANY, LLC

TABLE OF CONTENTS
1. PURCHASE AND SALE OF COMMON STOCK............................................................... (a) (b) (c) (d) 2. Purchase of Common Stock............................................................... Form of Payment........................................................................ Adjustment............................................................................. Closing Date...........................................................................

INVESTOR'S REPRESENTATIONS AND WARRANTIES....................................................... (a) (b) (c) (d) (e) (f) (g) (h) Investment Purpose..................................................................... Accredited Investor Status............................................................. Reliance on Exemptions................................................................. Information............................................................................ Governmental Review.................................................................... Transfer or Resale..................................................................... Legends................................................................................ Authorization; Enforcement.............................................................

3.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY...................................................

PROBEX CORP., a Colorado corporation By: Name: Title:

EXHIBIT 10.20.1

STOCK PURCHASE AGREEMENT DATED AS OF OCTOBER 12, 2000 BY AND BETWEEN PROBEX CORP. AND UNITED INFRASTRUCTURE COMPANY, LLC

TABLE OF CONTENTS
1. PURCHASE AND SALE OF COMMON STOCK............................................................... (a) (b) (c) (d) 2. Purchase of Common Stock............................................................... Form of Payment........................................................................ Adjustment............................................................................. Closing Date...........................................................................

INVESTOR'S REPRESENTATIONS AND WARRANTIES....................................................... (a) (b) (c) (d) (e) (f) (g) (h) Investment Purpose..................................................................... Accredited Investor Status............................................................. Reliance on Exemptions................................................................. Information............................................................................ Governmental Review.................................................................... Transfer or Resale..................................................................... Legends................................................................................ Authorization; Enforcement.............................................................

3.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY................................................... (a) (b) (c) (d) Organization and Qualification......................................................... Authorization; Enforcement............................................................. Capitalization......................................................................... Issuance of Shares.....................................................................

EXHIBIT 10.20.1

STOCK PURCHASE AGREEMENT DATED AS OF OCTOBER 12, 2000 BY AND BETWEEN PROBEX CORP. AND UNITED INFRASTRUCTURE COMPANY, LLC

TABLE OF CONTENTS
1. PURCHASE AND SALE OF COMMON STOCK............................................................... (a) (b) (c) (d) 2. Purchase of Common Stock............................................................... Form of Payment........................................................................ Adjustment............................................................................. Closing Date...........................................................................

INVESTOR'S REPRESENTATIONS AND WARRANTIES....................................................... (a) (b) (c) (d) (e) (f) (g) (h) Investment Purpose..................................................................... Accredited Investor Status............................................................. Reliance on Exemptions................................................................. Information............................................................................ Governmental Review.................................................................... Transfer or Resale..................................................................... Legends................................................................................ Authorization; Enforcement.............................................................

3.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY................................................... (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Organization and Qualification......................................................... Authorization; Enforcement............................................................. Capitalization......................................................................... Issuance of Shares..................................................................... No Conflicts........................................................................... SEC Documents; Financial Statements.................................................... Undisclosed Liabilities................................................................ Absence of Certain Changes............................................................. Absence of Litigation.................................................................. Suppliers and Customers................................................................

TABLE OF CONTENTS
1. PURCHASE AND SALE OF COMMON STOCK............................................................... (a) (b) (c) (d) 2. Purchase of Common Stock............................................................... Form of Payment........................................................................ Adjustment............................................................................. Closing Date...........................................................................

INVESTOR'S REPRESENTATIONS AND WARRANTIES....................................................... (a) (b) (c) (d) (e) (f) (g) (h) Investment Purpose..................................................................... Accredited Investor Status............................................................. Reliance on Exemptions................................................................. Information............................................................................ Governmental Review.................................................................... Transfer or Resale..................................................................... Legends................................................................................ Authorization; Enforcement.............................................................

3.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY................................................... (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) Organization and Qualification......................................................... Authorization; Enforcement............................................................. Capitalization......................................................................... Issuance of Shares..................................................................... No Conflicts........................................................................... SEC Documents; Financial Statements.................................................... Undisclosed Liabilities................................................................ Absence of Certain Changes............................................................. Absence of Litigation.................................................................. Suppliers and Customers................................................................ Intellectual Property.................................................................. No Materially Adverse Contracts, Etc................................................... Tax Status............................................................................. Certain Transactions...................................................................

i

(o) (p) (q) (r) (s) (t)

Disclosure............................................................................. Acknowledgment Regarding Investor's Purchase of Common Shares.......................... No Integrated Offering................................................................. No Brokers............................................................................. Permits; Compliance.................................................................... Environmental Matters..................................................................

(o) (p) (q) (r) (s) (t) (u) (v) (w) (x) (y) (z) (aa) (bb) (cc) (dd) (ee) (ff) (gg) 4.

Disclosure............................................................................. Acknowledgment Regarding Investor's Purchase of Common Shares.......................... No Integrated Offering................................................................. No Brokers............................................................................. Permits; Compliance.................................................................... Environmental Matters.................................................................. Title to Property...................................................................... Insurance.............................................................................. Internal Accounting Controls........................................................... Labor Relations........................................................................ Foreign Corrupt Practices.............................................................. Benefit Plans.......................................................................... No Manipulation of Stock............................................................... Accountants............................................................................ Contracts.............................................................................. Solvency............................................................................... Investment Company..................................................................... Intentionally Omitted.................................................................. Proprietary Information and Inventions Agreements......................................

COVENANTS....................................................................................... (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Commercially Reasonable Efforts........................................................ Form D; Blue Sky Laws.................................................................. Reporting Status....................................................................... Use of Proceeds........................................................................ Intentionally Omitted.................................................................. Financial Information.................................................................. Listing................................................................................ Corporate Existence.................................................................... Business............................................................................... Intentionally Omitted..................................................................

5.

CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.................................................. (a) Delivery of Agreements.................................................................

ii

(b) (c) (d) 6.

Payment of Purchase Price.............................................................. Intentionally Omitted.................................................................. No Litigation..........................................................................

CONDITIONS TO INVESTOR'S OBLIGATION TO PURCHASE................................................. (a) Delivery of Agreements.................................................................

(b) (c) (d) 6.

Payment of Purchase Price.............................................................. Intentionally Omitted.................................................................. No Litigation..........................................................................

CONDITIONS TO INVESTOR'S OBLIGATION TO PURCHASE................................................. (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) Delivery of Agreements................................................................. Delivery of Common Stock Certificates.................................................. Intentionally Omitted.................................................................. Intentionally Omitted.................................................................. No Litigation.......................................................................... Common Stock Trading................................................................... Opinion of Counsel..................................................................... Intentionally Omitted.................................................................. Blue Sky Law Filings................................................................... Certificate of the Company's Transfer Agent............................................ Other Documents and Opinions...........................................................

7.

SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS; INDEMNIFICATION.......................... (a) (b) (c) Survival of Representations, Warranties and Covenants.................................. Indemnification........................................................................ Claims for Indemnification; Defense of Indemnified Claims..............................

8.

GOVERNING LAW; MISCELLANEOUS.................................................................... (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) Governing Law.......................................................................... Counterparts; Signatures by Facsimile.................................................. Headings............................................................................... Severability........................................................................... Specific Performance................................................................... Entire Agreement; Amendments........................................................... Notices................................................................................ Successors and Assigns................................................................. Third Party Beneficiaries.............................................................. Publicity.............................................................................. Further Assurances.....................................................................

iii
PAG Limited Recourse..............................................................................22 Waiver........................................................................................22 No Strict Construction........................................................................23

(l) (m) (n)

iv

(l) (m) (n)

PAG Limited Recourse..............................................................................22 Waiver........................................................................................22 No Strict Construction........................................................................23

iv

STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of October 12, 2000, by and between Probex Corp., a Delaware corporation, with headquarters located at 13355 Noel Road, Suite 1200, Dallas, Texas 75240 (the "Company"), and United Infrastructure Company, LLC, a Delaware limited liability company ("Investor"). WHEREAS, the Company and Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"). WHEREAS, the Company has authorized the issuance and sale the shares of common stock, par value $.001 per share (the "Common Stock"), of the Company, upon the terms and conditions set forth herein. WHEREAS, Investor wishes to purchase, upon the terms and conditions stated in this Agreement, Five Hundred Thousand (500,000) shares of Common Stock. WHEREAS, contemporaneous with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement, in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Company has agreed to provide certain registration rights under the Securities Act and the rules and regulations promulgated thereunder, and applicable state securities laws. NOW THEREFORE, the Company and Investor hereby agree as follows: 1. PURCHASE AND SALE OF COMMON STOCK. (a) Purchase of Common Stock. The Company shall issue and sell to Investor and Investor agrees to purchase from the Company Five Hundred Thousand (500,000) shares of Common Stock (the "Common Shares"), subject to adjustment, for the aggregate purchase price (the "Purchase Price") of One Million Dollars ($1,000,000.00) with a purchase price per Common Share of $2.00 (the "Price Per Share"). In addition, the Company acknowledges that it has already received One Million Five Hundred Thousand Dollars ($1,500,000) which is evidenced by a convertible promissory note, dated August 30, 2000 (the "Promissory Note"), payable to General Conference Corporation of Seventh-day Adventists (the "General Conference"). The Promissory Note is mandatorily convertible if the Company completes an offering of Common Stock aggregating Thirteen Million Five Hundred Thousand Dollars ($13,500,000) at a price per share of $2.00 by October 31, 2000. In the event the Company does not receive aggregate proceeds of Thirteen Million Five Hundred Thousand Dollars ($13,500,000) by October 31, 2000, the Company may require the General Conference to convert at a price per share equal to the lesser of (x) 90% of the average of the closing price for the ten trading days preceding the notice of conversion or (y) $2.00.

(b) Form of Payment. On the Closing Date (as defined below), (i) Investor shall pay the Purchase Price for the Common Shares to be issued and sold to it at the Closing by wire transfer of immediately available funds to the Company, in accordance with the Company's written wiring instructions, against delivery of duly executed certificates representing the number of Common Shares which Investor is purchasing and (ii) the Company shall deliver such certificates duly executed on behalf of the

STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of October 12, 2000, by and between Probex Corp., a Delaware corporation, with headquarters located at 13355 Noel Road, Suite 1200, Dallas, Texas 75240 (the "Company"), and United Infrastructure Company, LLC, a Delaware limited liability company ("Investor"). WHEREAS, the Company and Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"). WHEREAS, the Company has authorized the issuance and sale the shares of common stock, par value $.001 per share (the "Common Stock"), of the Company, upon the terms and conditions set forth herein. WHEREAS, Investor wishes to purchase, upon the terms and conditions stated in this Agreement, Five Hundred Thousand (500,000) shares of Common Stock. WHEREAS, contemporaneous with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement, in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Company has agreed to provide certain registration rights under the Securities Act and the rules and regulations promulgated thereunder, and applicable state securities laws. NOW THEREFORE, the Company and Investor hereby agree as follows: 1. PURCHASE AND SALE OF COMMON STOCK. (a) Purchase of Common Stock. The Company shall issue and sell to Investor and Investor agrees to purchase from the Company Five Hundred Thousand (500,000) shares of Common Stock (the "Common Shares"), subject to adjustment, for the aggregate purchase price (the "Purchase Price") of One Million Dollars ($1,000,000.00) with a purchase price per Common Share of $2.00 (the "Price Per Share"). In addition, the Company acknowledges that it has already received One Million Five Hundred Thousand Dollars ($1,500,000) which is evidenced by a convertible promissory note, dated August 30, 2000 (the "Promissory Note"), payable to General Conference Corporation of Seventh-day Adventists (the "General Conference"). The Promissory Note is mandatorily convertible if the Company completes an offering of Common Stock aggregating Thirteen Million Five Hundred Thousand Dollars ($13,500,000) at a price per share of $2.00 by October 31, 2000. In the event the Company does not receive aggregate proceeds of Thirteen Million Five Hundred Thousand Dollars ($13,500,000) by October 31, 2000, the Company may require the General Conference to convert at a price per share equal to the lesser of (x) 90% of the average of the closing price for the ten trading days preceding the notice of conversion or (y) $2.00.

(b) Form of Payment. On the Closing Date (as defined below), (i) Investor shall pay the Purchase Price for the Common Shares to be issued and sold to it at the Closing by wire transfer of immediately available funds to the Company, in accordance with the Company's written wiring instructions, against delivery of duly executed certificates representing the number of Common Shares which Investor is purchasing and (ii) the Company shall deliver such certificates duly executed on behalf of the Company, to Investor or, if so designated by Investor, in the name of a nominee designated by Investor, against delivery of the Purchase Price. (c) Adjustment. If within forty-five (45) days following the Closing Date, the Company shall issue shares of Common Stock pursuant to a public offering or a private placement in an aggregate amount of $500,000 or more, and the issuance price (the "Issuance Price") of such Common Stock is less than the Price Per Share, then the number of Common Shares issued to Investor hereunder shall be adjusted (and the Company shall after the occurrence of any event requiring such adjustment notify Investor of the adjustment) and additional Common Shares (the "Additional Common Shares") shall be issued to Investor so the aggregate Common Shares issued to

(b) Form of Payment. On the Closing Date (as defined below), (i) Investor shall pay the Purchase Price for the Common Shares to be issued and sold to it at the Closing by wire transfer of immediately available funds to the Company, in accordance with the Company's written wiring instructions, against delivery of duly executed certificates representing the number of Common Shares which Investor is purchasing and (ii) the Company shall deliver such certificates duly executed on behalf of the Company, to Investor or, if so designated by Investor, in the name of a nominee designated by Investor, against delivery of the Purchase Price. (c) Adjustment. If within forty-five (45) days following the Closing Date, the Company shall issue shares of Common Stock pursuant to a public offering or a private placement in an aggregate amount of $500,000 or more, and the issuance price (the "Issuance Price") of such Common Stock is less than the Price Per Share, then the number of Common Shares issued to Investor hereunder shall be adjusted (and the Company shall after the occurrence of any event requiring such adjustment notify Investor of the adjustment) and additional Common Shares (the "Additional Common Shares") shall be issued to Investor so the aggregate Common Shares issued to Investor is equal to the amount of the Purchase Price divided by the Issuance Price (rounded up or down, as applicable, to the nearest whole Common Share). (d) Closing Date. The completion of the purchase and sale of the Common Shares shall occur on October 12, 2000 (the "Closing Date") or such other date as the Company and Investor shall agree. The Closing Date shall follow the satisfaction or waiver of all conditions or obligations of Investor and the Company and the conditions set forth in Section 5 and 6. 2. INVESTOR'S REPRESENTATIONS AND WARRANTIES. Investor represents and warrants to the Company that: (a) Investment Purpose. As of the date hereof, Investor is purchasing the Common Shares set forth herein for its own account for investment only and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act. (b) Accredited Investor Status. Investor is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. (c) Reliance on Exemptions. Investor understands that the Common Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Investor's compliance with, the representations, warranties, agreements, acknowledgments and understandings of Investor set forth herein in order to determine the availability of such exemptions and the eligibility of Investor to acquire the Common Shares. 2

(d) Information. Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Common Stock which have been requested by Investor or its advisors. Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigation conducted by Investor or any of its advisors or representatives shall modify, amend or affect Investor's right to rely on the Company's representations and warranties contained in Section 3. Investor understands that its investment in the Common Shares involves a significant degree of risk. (e) Governmental Review. Investor understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Common Shares. (f) Transfer or Resale. Investor understands that (i) except as provided in the Registration Rights Agreement, the Common Shares have not been and are not being registered under the Securities Act or any applicable state securities laws, and may not be transferred unless (a) subsequently included in an effective registration statement thereunder, (b) Investor shall have delivered to the Company an opinion of counsel (which opinion shall be

(d) Information. Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Common Stock which have been requested by Investor or its advisors. Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigation conducted by Investor or any of its advisors or representatives shall modify, amend or affect Investor's right to rely on the Company's representations and warranties contained in Section 3. Investor understands that its investment in the Common Shares involves a significant degree of risk. (e) Governmental Review. Investor understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Common Shares. (f) Transfer or Resale. Investor understands that (i) except as provided in the Registration Rights Agreement, the Common Shares have not been and are not being registered under the Securities Act or any applicable state securities laws, and may not be transferred unless (a) subsequently included in an effective registration statement thereunder, (b) Investor shall have delivered to the Company an opinion of counsel (which opinion shall be reasonably acceptable to the Company) to the effect that the Common Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, (c) sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the Securities Act (or a successor rule) ("Rule 144")) or (d) sold pursuant to Rule 144; (ii) any sale of such Common Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of such Common Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Common Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, the Common Shares may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. (g) Legends. Investor understands that until such time as the Common Shares have been registered under the Securities Act as contemplated by the Registration Rights Agreement, the Common Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Common Shares): "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. The securities have been acquired for investment and may not be sold, hypothecated, transferred or assigned in the absence of an effective 3

registration statement for the securities under said Act, or an opinion of counsel, in form, substance and scope reasonably acceptable to the Company, that registration is not required under said Act or unless sold pursuant to Rule 144 under said Act. Notwithstanding the foregoing, this security may be pledged in connection with a bona fide margin account." The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Common Shares upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Common Shares are registered for sale under an effective registration statement filed under the Securities Act and disposed of in a bona fide sale, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that a public sale or transfer of such Common Shares may be made without registration under the Securities Act and such sale or transfer is effected or (c) such holder provides the Company with reasonable assurances that such Common Shares can be sold pursuant to Rule 144 under the Securities Act (or a successor rule thereto) without any restriction as to the number of Common Shares acquired as of a particular date that can then be immediately sold. Investor agrees to sell all Common Shares, including those represented by a certificate(s) from which the legend has been removed,

registration statement for the securities under said Act, or an opinion of counsel, in form, substance and scope reasonably acceptable to the Company, that registration is not required under said Act or unless sold pursuant to Rule 144 under said Act. Notwithstanding the foregoing, this security may be pledged in connection with a bona fide margin account." The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Common Shares upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Common Shares are registered for sale under an effective registration statement filed under the Securities Act and disposed of in a bona fide sale, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that a public sale or transfer of such Common Shares may be made without registration under the Securities Act and such sale or transfer is effected or (c) such holder provides the Company with reasonable assurances that such Common Shares can be sold pursuant to Rule 144 under the Securities Act (or a successor rule thereto) without any restriction as to the number of Common Shares acquired as of a particular date that can then be immediately sold. Investor agrees to sell all Common Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any (including any amendment to any of the foregoing). (h) Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized, executed and delivered on behalf of Investor and are valid and binding agreements of Investor enforceable in accordance with their terms. 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Except as (1) otherwise described in the Company's Schedule 14A, Form 10-SB, current reports on Form 8-K and regular reports on Form 10-QSB and 10-KSB as filed (including any amendment(s) to any of the foregoing) by the Company with the SEC in 2000 (the "SEC Documents"), (2) otherwise described in the Company's press releases since December 31, 1999 (including the documents incorporated by reference therein, the "Company Information"), and (3) disclosed in the disclosure schedule to this Agreement (the "Disclosure Schedule") which qualifies the following representations and warranties in their entirety, the Company hereby represents and warrants to and covenants with Investor, as follows: (a) Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as described in the SEC Documents as and where now owned, leased, used, operated and conducted. The Company does not have an equity investment in any other person other than the Subsidiaries (as defined below) listed in Schedule 3(a). The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every 4

jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. "Material Adverse Effect" means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or any of its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. "Subsidiaries" means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest. (b) Authorization; Enforcement. (i) The Company has all requisite corporate power to enter into and perform this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby and to issue the Common Shares, in accordance with the terms hereof, (ii) the execution and delivery of this Agreement and the Registration Rights Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its stockholders is required, (iii) this Agreement has been duly executed and delivered, and (iv) this Agreement constitutes, and upon

jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. "Material Adverse Effect" means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or any of its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. "Subsidiaries" means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest. (b) Authorization; Enforcement. (i) The Company has all requisite corporate power to enter into and perform this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby and to issue the Common Shares, in accordance with the terms hereof, (ii) the execution and delivery of this Agreement and the Registration Rights Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its stockholders is required, (iii) this Agreement has been duly executed and delivered, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. (c) Capitalization. As of September 21, 2000, the authorized capital stock of the Company consists of (a) One Hundred Million (100,000,000) shares of Common Stock, of which 25,461,716 shares were outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable; and (b) Ten Million (10,000,000) shares of Preferred Stock, $.001 par value (the "Preferred Stock"), of which 550,000 shares have been designated as Series A 10% Cumulative Convertible Preferred, 535,000 of which are outstanding and are duly authorized, validly issued, fully paid and nonassessable. From September 21, 2000 until the Closing Date, there has been (x) no material increase in the number of shares of Common Stock outstanding (except for shares issued upon exercise of options and warrants outstanding on the date hereof or options or similar rights granted subsequent to the date of this Agreement pursuant to the Company's stock option plans in effect on the date of this Agreement) and (y) no issuance of shares of Preferred Stock of the Company. Schedule 3(c) of the Disclosure Schedule discloses all outstanding options or warrants for the purchase of, or other rights to purchase or subscribe for, or securities convertible into or exchangeable for, or otherwise entitling the holder to acquire, Common Stock or other capital stock of the Company, or any contracts or commitments to issue or sell Common Stock or other capital stock of the Company or any such options, warrants, rights or other securities; and from September 21, 2000 until the Closing Date, there has been no material change in the amount or terms of any of the foregoing except for (i) the grant of options to purchase shares of Common Stock pursuant to the Company's stock option plans in effect on the date of this Agreement and (ii) the conversion of convertible securities outstanding on the date hereof. The Company has duly reserved from its authorized and unissued shares of Common Stock the full number of shares required for (a) all options, warrants, convertible securities, exchangeable securities, and other rights to acquire shares of Common Stock which are 5

outstanding and (b) all shares of Common Stock and options and other rights to acquire shares of Common Stock which may be issued or granted under the stock option and similar plans which have been adopted by the Company or any Subsidiary; and, immediately following the Closing on the Closing Date, after giving effect to any antidilution or similar adjustment arising by reason of issuance of the Common Shares, the total number of shares of Common Stock reserved and required to be reserved from the authorized and unissued shares of Common Stock for purposes of all such options, warrants, convertible securities, puts, other rights and stock option and similar plans will be 13,425,937 shares of Common Stock. Each outstanding class or series of securities for which any such antidilution adjustment will occur is identified on Schedule 3(c) attached hereto, together with the amount of such antidilution adjustment for each such class or series. The outstanding shares of Common Stock and outstanding options, warrants and other securities entitling the holders to purchase or otherwise acquire Common Stock have been duly authorized and validly issued. None of the outstanding shares of Common Stock or options, warrants and other such securities has been issued in violation of the preemptive rights of any securityholder of the Company. The offers and sales of the outstanding shares of Common Stock and options, warrants and other rights to acquire Common Stock were at all relevant times either registered under the Securities Act and applicable state securities laws or exempt from such requirements. Except as set forth on

outstanding and (b) all shares of Common Stock and options and other rights to acquire shares of Common Stock which may be issued or granted under the stock option and similar plans which have been adopted by the Company or any Subsidiary; and, immediately following the Closing on the Closing Date, after giving effect to any antidilution or similar adjustment arising by reason of issuance of the Common Shares, the total number of shares of Common Stock reserved and required to be reserved from the authorized and unissued shares of Common Stock for purposes of all such options, warrants, convertible securities, puts, other rights and stock option and similar plans will be 13,425,937 shares of Common Stock. Each outstanding class or series of securities for which any such antidilution adjustment will occur is identified on Schedule 3(c) attached hereto, together with the amount of such antidilution adjustment for each such class or series. The outstanding shares of Common Stock and outstanding options, warrants and other securities entitling the holders to purchase or otherwise acquire Common Stock have been duly authorized and validly issued. None of the outstanding shares of Common Stock or options, warrants and other such securities has been issued in violation of the preemptive rights of any securityholder of the Company. The offers and sales of the outstanding shares of Common Stock and options, warrants and other rights to acquire Common Stock were at all relevant times either registered under the Securities Act and applicable state securities laws or exempt from such requirements. Except as set forth on Schedule 3(c), there are no stockholders agreements, voting agreements or other similar agreements with respect to the Common Stock to which the Company is a party. Except as set forth on Schedule 3(c), no holder of any of the Company's securities has any rights, "demand," "piggy-back" or otherwise, to have such securities registered by reason of the Company's intention to file, filing or effectiveness of the registration statement on Form SB-2, Form S-1 or Form S-3, if applicable, registering the Common Shares for resale (the "Registration Statement"). The Company has furnished to Investor true and correct copies of the Company's Certificate of Incorporation as in effect on the date hereof ("Certificate of Incorporation"), the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. (d) Issuance of Shares. On the Closing Date the Common Shares will be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens and encumbrances, and will not subject the holder thereof to personal liability by reason of being such holder. There are no preemptive or similar rights of any stockholder of the Company or any other person to acquire any of the Common Shares. The Common Stock is listed for trading on the American Stock Exchange ("AMEX") and (1) the Company and the Common Stock meet the criteria for continued listing and trading on the AMEX; (2) the Company has not been notified since January 1, 1996 by the National Association of Securities Dealers, Inc. (the "NASD") or the AMEX of any failure or potential failure to meet the criteria for continued listing and trading on the AMEX; (3) no suspension of trading in the Common Stock is in effect and (4) the Company does not reasonably anticipate that the Common Stock will be delisted by the AMEX in the foreseeable future. The Company knows of no reason that the Common Stock will not be eligible for listing on the AMEX. 6

(e) No Conflicts. Except as set forth in Schedule 3(e), the execution, delivery and performance of this Agreement and the Registration Rights Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any Subsidiary is a party, or result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary is in violation of its Certificate of Incorporation, By-laws or other organizational documents and neither the Company nor any Subsidiary is in default, and no event has occurred which with notice or lapse of time or both could put the Company or any Subsidiary in default, under, and neither the Company nor any Subsidiary has taken any action or failed to take an action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture instrument to which the Company or any Subsidiary is a party or by which any property or assets of the Company or any Subsidiary is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. Except as

(e) No Conflicts. Except as set forth in Schedule 3(e), the execution, delivery and performance of this Agreement and the Registration Rights Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any Subsidiary is a party, or result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary is in violation of its Certificate of Incorporation, By-laws or other organizational documents and neither the Company nor any Subsidiary is in default, and no event has occurred which with notice or lapse of time or both could put the Company or any Subsidiary in default, under, and neither the Company nor any Subsidiary has taken any action or failed to take an action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture instrument to which the Company or any Subsidiary is a party or by which any property or assets of the Company or any Subsidiary is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement or the Registration Rights Agreement in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing. 7

(f) SEC Documents; Financial Statements. (i) The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and any other material reports or documents required to be filed with the SEC. The Company has delivered to Investor true and complete copies of the SEC Documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP"), consistently applied, during the periods involved (except (1) as may be otherwise indicated in such financial statements or the notes thereto, or (2) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The unaudited pro forma combined financial statements filed with the SEC comply in all material respects with the requirements of Article 11 of Regulation S-X under the Securities Act. (g) Undisclosed Liabilities. Except as set forth in the financial statements of the Company included in the SEC Documents and Schedule 3(g), the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to September 30, 1999 and (ii) obligations under contracts and commitments

(f) SEC Documents; Financial Statements. (i) The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and any other material reports or documents required to be filed with the SEC. The Company has delivered to Investor true and complete copies of the SEC Documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP"), consistently applied, during the periods involved (except (1) as may be otherwise indicated in such financial statements or the notes thereto, or (2) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The unaudited pro forma combined financial statements filed with the SEC comply in all material respects with the requirements of Article 11 of Regulation S-X under the Securities Act. (g) Undisclosed Liabilities. Except as set forth in the financial statements of the Company included in the SEC Documents and Schedule 3(g), the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to September 30, 1999 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. (h) Absence of Certain Changes. Since September 30, 1999, there has been no material adverse change in the business, condition (financial or otherwise), operations or prospects of the Company and the Subsidiaries, taken as a whole. (i) Absence of Litigation. Except as disclosed in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body or governmental agency pending or threatened against the Company or any Subsidiary, in any such case wherein an unfavorable decision, ruling or finding is reasonably likely and would 8

reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3(i), the Company does not have pending before the SEC any request for confidential treatment of information and to the best of the Company's knowledge no such request will be made by the Company prior to the time the Registration Statement relating to the Common Shares which is contemplated by Section 2(a) of the Registration Rights Agreement is first ordered effective by the SEC and there is not pending or contemplated, and there has been no, investigation by the SEC involving the Company or any current or former director or officer of the Company. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing. (j) Suppliers and Customers. (i) Each of the Company and each Subsidiary has adequate sources of supply for its business as currently conducted and as proposed to be conducted. Each has good relationships with all of its material sources of supply of goods and services and each does not anticipate any material problem with any such material sources

reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3(i), the Company does not have pending before the SEC any request for confidential treatment of information and to the best of the Company's knowledge no such request will be made by the Company prior to the time the Registration Statement relating to the Common Shares which is contemplated by Section 2(a) of the Registration Rights Agreement is first ordered effective by the SEC and there is not pending or contemplated, and there has been no, investigation by the SEC involving the Company or any current or former director or officer of the Company. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing. (j) Suppliers and Customers. (i) Each of the Company and each Subsidiary has adequate sources of supply for its business as currently conducted and as proposed to be conducted. Each has good relationships with all of its material sources of supply of goods and services and each does not anticipate any material problem with any such material sources of supply. (ii) Neither the Company nor any Subsidiary has any knowledge that the customer base of the Company and/or any Subsidiary might materially decrease. (k) Intellectual Property. (i) Except as set forth on Schedule 3(k)(i), the Company and each of its Subsidiaries has ownership or license or legal right to use all patent, copyright, trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and each of its Subsidiaries and material to the Company and each of its Subsidiaries (collectively, "Intellectual Property") other than Intellectual Property generally available on commercial terms from other sources. Except as set forth on Schedule 3(k)(i), all of such patents, trademarks and registered copyrights have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights or the corresponding offices of other jurisdictions and have been maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States and all such jurisdictions. (ii) All material licenses or other material agreements under which (i) the Company and each of its Subsidiaries is granted rights in Intellectual Property, other than Intellectual Property generally available on commercial terms from other sources, and (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company, are in full force and effect and there is no material default by the Company and each of its Subsidiaries thereto. (iii) The Company and each of its Subsidiaries believes it has taken all steps required in accordance with sound business practice and business judgment to establish and 9

preserve its ownership of all material copyright, trade secret and other proprietary rights with respect to its products and technology. (iv) The present business, activities and products of the Company and each of its Subsidiaries do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect on the Company and each of its Subsidiaries. Except as described in the Company's SEC Documents, no proceeding charging the Company or any Subsidiary with infringement of any adversely held Intellectual Property has been filed. There exists no unexpired patent or patent application which includes claims that would be infringed by or otherwise have a Material Adverse Effect on the Company or any Subsidiary. Neither the Company nor any Subsidiary is making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor any of its employees have any agreements or arrangements with any persons other than the Company related to confidential information or trade secrets of such persons or restricting any such employee's engagement in business activities of any nature. The activities of the Company or any of its employees on behalf of the Company do not violate any such agreements or arrangements known to the Company which

preserve its ownership of all material copyright, trade secret and other proprietary rights with respect to its products and technology. (iv) The present business, activities and products of the Company and each of its Subsidiaries do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect on the Company and each of its Subsidiaries. Except as described in the Company's SEC Documents, no proceeding charging the Company or any Subsidiary with infringement of any adversely held Intellectual Property has been filed. There exists no unexpired patent or patent application which includes claims that would be infringed by or otherwise have a Material Adverse Effect on the Company or any Subsidiary. Neither the Company nor any Subsidiary is making unauthorized use of any confidential information or trade secrets of any person. Neither the Company nor any of its employees have any agreements or arrangements with any persons other than the Company related to confidential information or trade secrets of such persons or restricting any such employee's engagement in business activities of any nature. The activities of the Company or any of its employees on behalf of the Company do not violate any such agreements or arrangements known to the Company which any such employees have with other persons, if any. (v) No proceedings have been instituted or are pending which challenge the rights of the Company in respect to the Company's right to the use of the Intellectual Property. The Company has the right to use, free and clear of material claims or rights of other persons, all of its customer lists, designs, computer software, systems, data compilations, and other information that are required for its products or its business as presently conducted. (l) No Materially Adverse Contracts, Etc. To the knowledge of the Company, neither the Company nor any Subsidiary is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company's officers has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any Subsidiary is a party to any contract or agreement which, in the judgment of the Company's officers, has or is expected to have a Material Adverse Effect. (m) Tax Status. The Company and each of its Subsidiaries has made or filed all federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or any Subsidiary know of no basis for any such claim. 10

(n) Certain Transactions. Except as set forth in the SEC Documents and except for arm's length transactions pursuant to which the Company or any Subsidiary makes payments in the ordinary course of business upon terms no less favorable than the Company or any Subsidiary could obtain from third parties and other than the grant of stock options disclosed in the SEC Documents, none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner. (o) Disclosure. All material facts regarding the business of the Company or condition of the Company have been disclosed to Investor in or in connection with this Agreement, including in the Private Placement Memorandum, dated August, 2000 (the "Private Placement Memorandum") to extent known on the date thereof. No representation or warranty contained in this Agreement, and no statement contained in the SEC Documents, Company Information or in any certificate, list or other writing furnished to Investor pursuant to any provision of this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. The Private Placement Memorandum, as of the date thereof, did not contain any untrue statement of

(n) Certain Transactions. Except as set forth in the SEC Documents and except for arm's length transactions pursuant to which the Company or any Subsidiary makes payments in the ordinary course of business upon terms no less favorable than the Company or any Subsidiary could obtain from third parties and other than the grant of stock options disclosed in the SEC Documents, none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner. (o) Disclosure. All material facts regarding the business of the Company or condition of the Company have been disclosed to Investor in or in connection with this Agreement, including in the Private Placement Memorandum, dated August, 2000 (the "Private Placement Memorandum") to extent known on the date thereof. No representation or warranty contained in this Agreement, and no statement contained in the SEC Documents, Company Information or in any certificate, list or other writing furnished to Investor pursuant to any provision of this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. The Private Placement Memorandum, as of the date thereof, did not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, misleading. No event or circumstance has occurred or exists with respect to the Company or any Subsidiary or its or their business, properties, prospects, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed (assuming for this purposes that the Company's reports filed under the Exchange Act are being incorporated into an effective registration statement filed by the Company under the Securities Act). The projections contained in the Private Placement Memorandum are mathematically accurate, and are based on reasonable assumptions as of the date thereof. The projections, assumptions and expressions of opinion in the Private Placement Memorandum were made in good faith. (p) Acknowledgment Regarding Investor's Purchase of Common Shares. The Company acknowledges and agrees that Investor is acting solely in the capacity of arm's length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by Investor or any of their respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental to Investor's purchase of the Common Shares. The Company further represents to Investor that the Company's decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives. 11

(q) No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the Securities Act of the issuance of the Common Shares to Investor. The issuance of the Common Shares to Investor will not be integrated with any other issuance of the Company's securities (past, current or future) which requires stockholder approval under the rules of the AMEX. (r) No Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions, finder's fees or similar payments relating to this Agreement or the transactions contemplated hereby, except for dealings with whose commissions and fees will be paid for by the Company. (s) Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, the "Company Permits"), and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company nor any

(q) No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the Securities Act of the issuance of the Common Shares to Investor. The issuance of the Common Shares to Investor will not be integrated with any other issuance of the Company's securities (past, current or future) which requires stockholder approval under the rules of the AMEX. (r) No Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions, finder's fees or similar payments relating to this Agreement or the transactions contemplated hereby, except for dealings with whose commissions and fees will be paid for by the Company. (s) Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, the "Company Permits"), and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company nor any Subsidiary is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since September 30, 1999, neither the Company nor any Subsidiary has received any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect. (t) Environmental Matters. (i) Except as set forth in the SEC Documents, there are, with respect to the Company or any Subsidiary or any predecessor of the Company, no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws and neither the Company nor any Subsidiary has received any notice with respect to any of the foregoing, nor is any action pending or, to the Company's knowledge, threatened in connection with any of the foregoing. The term "Environmental Laws" means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively, "Hazardous Materials") into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport 12

or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder. (ii) Other than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained on or about any real property currently owned, leased or used by the Company or any Subsidiary, and no Hazardous Materials were released on or about any real property previously owned, leased or used by the Company or any Subsidiary during the period the property was owned, leased or used by the Company or any Subsidiary, except in the normal course of the Company's or any Subsidiary's business. (iii) Except as set forth in the SEC Documents, there are no underground storage tanks on or under any real property owned, leased or used by the Company or any Subsidiary that are not in compliance with applicable law. (u) Title to Property. Except as set forth in Schedule 3(g), the Company and its Subsidiaries have good and

or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder. (ii) Other than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained on or about any real property currently owned, leased or used by the Company or any Subsidiary, and no Hazardous Materials were released on or about any real property previously owned, leased or used by the Company or any Subsidiary during the period the property was owned, leased or used by the Company or any Subsidiary, except in the normal course of the Company's or any Subsidiary's business. (iii) Except as set forth in the SEC Documents, there are no underground storage tanks on or under any real property owned, leased or used by the Company or any Subsidiary that are not in compliance with applicable law. (u) Title to Property. Except as set forth in Schedule 3(g), the Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect. Neither the Company nor any Subsidiary has received notice of any material violation of any applicable law, ordinance, regulation, order or requirement relating to its owned or leased properties. (v) Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect. (w) Internal Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. 13

(x) Labor Relations. No material labor problem exists or is imminent with respect to any of the employees of the Company or any Subsidiary. Neither the Company nor any Subsidiary has any knowledge as to any intentions of any key employee to leave the employ of the Company or any of its Subsidiary. (y) Foreign Corrupt Practices. Neither the Company, nor any Subsidiary, nor any director, officer, agent, employee or other person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the United States Foreign Corrupt Practices Act of 1977, as amended; or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee. (z) Benefit Plans. Each Benefit Plan (as defined below) which is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), has either received a determination letter from the Internal Revenue Service to the effect that such Plan (as defined below) is so qualified or is a standardized prototype plan which relies on an opinion letter issued to the sponsor of such prototype. No Benefit Plan (i) is a

(x) Labor Relations. No material labor problem exists or is imminent with respect to any of the employees of the Company or any Subsidiary. Neither the Company nor any Subsidiary has any knowledge as to any intentions of any key employee to leave the employ of the Company or any of its Subsidiary. (y) Foreign Corrupt Practices. Neither the Company, nor any Subsidiary, nor any director, officer, agent, employee or other person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the United States Foreign Corrupt Practices Act of 1977, as amended; or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee. (z) Benefit Plans. Each Benefit Plan (as defined below) which is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), has either received a determination letter from the Internal Revenue Service to the effect that such Plan (as defined below) is so qualified or is a standardized prototype plan which relies on an opinion letter issued to the sponsor of such prototype. No Benefit Plan (i) is a "defined benefit plan" within the meaning of Section 414(j) of the Code, (ii) is a multiemployer plan within the meaning of Section 3(37) of ERISA, or (iii) provided health benefit or life insurance coverage beyond the termination of an employee's employment, except as required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code. For purposes hereof: "Benefit Plan" means each Plan pursuant to which the Company or any Subsidiary maintains, contributes to, or has any liability in respect of current or former employees, agents, directors, or independent contractors or any beneficiaries or dependents of any such current or former employees agents, directors, or independent contractors; "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder; and "Plan" means any bonus, incentive compensation, deferred compensation, pension, profit sharing, retirement, stock purchase, stock option, stock ownership, stock appreciation rights, phantom stock, leave of absence, layoff, vacation, day or dependent care, legal services, cafeteria, life, health, accident, disability, workmen's compensation or other insurance, severance, separation or other employee benefit plan, practice, policy or arrangement of any kind, whether written or oral, or whether for the benefit of a single individual or more than one individual including, but not limited to, any "employee benefit plan" within the meaning of Section 3(3) of ERISA. (aa) No Manipulation of Stock. The Company has not taken and will not, in violation of applicable law, take, any action designed to or that might reasonably be expected to cause or result in unlawful manipulation of the price of the Common Stock to facilitate the sale or resale of the Common Shares. (bb) Accountants. M.C. Hunter & Associates, who expressed their opinion with respect to the financial statements in the Form 10-SB, and any amendment thereto, and Ernst 14

& Young LLP, who expressed their opinion with respect to the financial statements in the Form 8-K/A (filed with the SEC on July 17, 2000), are independent accountants as required by the Securities Act and the rules and regulations promulgated thereunder. (cc) Contracts. The contracts described in the SEC Documents or incorporated by reference therein which have not expired per their terms are in full force and effect on the date hereof, and neither the Company nor, to the Company's knowledge, any other party to such contracts is in breach of or default under any of such contracts which would have a Material Adverse Effect. (dd) Solvency. The Company (both before and after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not have, nor does it intend to take any action that would impair, its ability to pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and does not anticipate or know of any basis upon which its auditors might issue a qualified

& Young LLP, who expressed their opinion with respect to the financial statements in the Form 8-K/A (filed with the SEC on July 17, 2000), are independent accountants as required by the Securities Act and the rules and regulations promulgated thereunder. (cc) Contracts. The contracts described in the SEC Documents or incorporated by reference therein which have not expired per their terms are in full force and effect on the date hereof, and neither the Company nor, to the Company's knowledge, any other party to such contracts is in breach of or default under any of such contracts which would have a Material Adverse Effect. (dd) Solvency. The Company (both before and after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not have, nor does it intend to take any action that would impair, its ability to pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year. (ee) Investment Company. The Company is not, and after giving effect to the offer and sale of the Common Shares and the application of the proceeds thereof will not be, an "investment company" or an "affiliated person" of, or "promoter" or "principal underwriter" for an investment company, within the meaning of the Investment Company Act of 1940, as amended. (ff) Intentionally Omitted. (gg) Proprietary Information and Inventions Agreements. Each technical and engineering employee and each consultant of the Company has executed a Confidentiality and Invention Assignment Agreement. The Company is not aware that any of the Company's employees, officers or consultants are in violation of the terms thereof. 4. COVENANTS. (a) Commercially Reasonable Efforts. The parties shall use their commercially reasonable efforts to satisfy timely each of the conditions described in Section 5 and 6 of this Agreement. (b) Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Common Shares as required under Regulation D and to provide a copy thereof to Investor promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Common Shares for 15

sale to Investor at the Closing pursuant to this Agreement under applicable securities or "blue sky" laws of the states of the United States (or to obtain an exemption from such qualification). (c) Reporting Status. The Company's Common Stock is registered under Section 12(b) of the Exchange Act. Until such time as Investor may sell its shares under Rule 144, so long as Investor beneficially owns any of the Common Shares, the Company shall timely file all reports required to be filed with the SEC pursuant to the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination. (d) Use of Proceeds. The Company will use the proceeds realized from the sale of the Common Shares to fund acquisitions, future development opportunities and for working capital purposes. None of such proceeds will be used, directly or indirectly to make any loan to or investment in any other person. (e) Intentionally Omitted. (f) Financial Information. The Company agrees to send the following reports to Investor: (i) within ten (10) days

sale to Investor at the Closing pursuant to this Agreement under applicable securities or "blue sky" laws of the states of the United States (or to obtain an exemption from such qualification). (c) Reporting Status. The Company's Common Stock is registered under Section 12(b) of the Exchange Act. Until such time as Investor may sell its shares under Rule 144, so long as Investor beneficially owns any of the Common Shares, the Company shall timely file all reports required to be filed with the SEC pursuant to the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination. (d) Use of Proceeds. The Company will use the proceeds realized from the sale of the Common Shares to fund acquisitions, future development opportunities and for working capital purposes. None of such proceeds will be used, directly or indirectly to make any loan to or investment in any other person. (e) Intentionally Omitted. (f) Financial Information. The Company agrees to send the following reports to Investor: (i) within ten (10) days after the filing with the SEC, a copy of its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K; (ii) within one (1) day after release, copies of all press releases issued by the Company or any Subsidiary; and (iii) contemporaneously with the making available or giving to the stockholders of the Company, copies of any notices or other information the Company makes available or gives to such stockholders. (g) Listing. The Company shall promptly secure the listing of the Common Shares upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Common Shares. The Company will obtain and maintain the listing and trading of its Common Stock on the AMEX and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the NASD and such exchanges, as applicable. The Company shall promptly provide to Investor copies of any notices it receives from the AMEX or NASD and any other exchanges or quotation systems on which the Common Stock is then listed or quoted regarding the continued eligibility of the Common Stock for listing or quotation on such exchanges and quotation systems. (h) Corporate Existence. So long as Investor beneficially owns any Common Shares, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company's assets, where the surviving or successor entity in such transaction (i) assumes the Company's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose 16

Common Stock is listed for trading on Nasdaq National Market, Nasdaq SmallCap, the New York Stock Exchange or the AMEX. (i) Business. The Company shall continue in the core lines of business contemplated in the Private Placement Memorandum until two (2) years from the Closing Date. (j) Intentionally Omitted. 5. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Common Shares to Investor at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Delivery of Agreements. Investor shall have executed this Agreement, the Registration Rights Agreement and delivered the same to the Company.

Common Stock is listed for trading on Nasdaq National Market, Nasdaq SmallCap, the New York Stock Exchange or the AMEX. (i) Business. The Company shall continue in the core lines of business contemplated in the Private Placement Memorandum until two (2) years from the Closing Date. (j) Intentionally Omitted. 5. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Common Shares to Investor at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Delivery of Agreements. Investor shall have executed this Agreement, the Registration Rights Agreement and delivered the same to the Company. (b) Payment of Purchase Price. Investor shall have delivered the Purchase Price in accordance with Section 1(a) above. (c) Intentionally Omitted. (d) No Litigation. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. 6. CONDITIONS TO INVESTOR'S OBLIGATION TO PURCHASE. The obligation of Investor to purchase the Common Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor's sole benefit and may be waived by Investor at any time in its sole discretion: (a) Delivery of Agreements. The Company shall have executed this Agreement and the Registration Rights Agreement and delivered the same to Investor. (b) Delivery of Common Stock Certificates. The Company shall have delivered to Investor duly executed certificate(s) (in such denominations as Investor shall request) representing the Common Shares in accordance with Section 1(a) above. (c) Intentionally Omitted. (d) Intentionally Omitted. 17

(e) No Litigation. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (f) Common Stock Trading. Trading in the Common Stock on the AMEX shall not have been suspended by the SEC or the AMEX. (g) Opinion of Counsel. Investor shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form and substance reasonably satisfactory to Investor. (h) Intentionally Omitted.

(e) No Litigation. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (f) Common Stock Trading. Trading in the Common Stock on the AMEX shall not have been suspended by the SEC or the AMEX. (g) Opinion of Counsel. Investor shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form and substance reasonably satisfactory to Investor. (h) Intentionally Omitted. (i) Blue Sky Law Filings. The Company shall have delivered evidence of the qualification of the Common Shares under applicable state securities or "blue sky" laws of the United States. (j) Certificate of the Company's Transfer Agent. The Company shall have delivered a certificate of the transfer agent of the Company which sets forth the number of outstanding securities of the Company as of October 10, 2000. (k) Other Documents and Opinions. Investor shall have received such other documents and certificates, in form and substance reasonably satisfactory to Investor and its counsel, relating to matters incident to the transactions contemplated hereby as Investor may reasonably request. 7. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS; INDEMNIFICATION. (a) Survival of Representations, Warranties and Covenants. The representations, warranties, covenants and agreements of the Company and Investor contained in this Agreement, the Registration Rights Agreement or in any document or certificate delivered pursuant hereto or thereto or in connection herewith shall survive the Closing Date, and shall continue in effect until the Company's Form 10-K (or Form 10-KSB, if applicable) for the fiscal year ended September 30, 2001 is filed with the SEC. All statements contained in any certificate or other document delivered by or on behalf of the Company pursuant hereto shall constitute representations and warranties by the Company hereunder. (b) Indemnification. The Company agrees to indemnify and hold Investor harmless from and against, and will pay to Investor (including their affiliates and their respective officers, directors, agents, attorneys, employees and representatives) the full amount of any loss, 18

damage, liability, penalties or expense (including amounts paid in settlement and reasonable attorneys' fees and expenses) to Investor resulting either directly or indirectly from any breach of the representations, warranties, covenants or agreements of the Company contained in this Agreement, or in the Registration Rights Agreement or any other document or certificate delivered pursuant hereto or thereto or in connection herewith or therewith. (c) Claims for Indemnification; Defense of Indemnified Claims. (i) For purposes of this Section, the party entitled to indemnification shall be known as the "Indemnified Party" and the party required to indemnify shall be known as the "Indemnifying Party." In the event that the Indemnifying Party shall be obligated to the Indemnified Party pursuant to this Section 7 or in the event that a suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnifying Party may become obligated to the Indemnified Party hereunder, the Indemnified Party shall give prompt written notice to the Indemnifying Party of the occurrence of such event, specifying the basis for such claim or demand, and the amount or estimated amount thereof to the extent then determinable (which estimate shall not be conclusive of the final amount of such claim or demand); provided, however, that the failure to give such notice shall not constitute a waiver of the right to indemnification hereunder unless the Indemnifying Party is actually prejudiced in a material respect thereby. The Indemnifying Party agrees to defend, contest or otherwise protect against any such suit,

damage, liability, penalties or expense (including amounts paid in settlement and reasonable attorneys' fees and expenses) to Investor resulting either directly or indirectly from any breach of the representations, warranties, covenants or agreements of the Company contained in this Agreement, or in the Registration Rights Agreement or any other document or certificate delivered pursuant hereto or thereto or in connection herewith or therewith. (c) Claims for Indemnification; Defense of Indemnified Claims. (i) For purposes of this Section, the party entitled to indemnification shall be known as the "Indemnified Party" and the party required to indemnify shall be known as the "Indemnifying Party." In the event that the Indemnifying Party shall be obligated to the Indemnified Party pursuant to this Section 7 or in the event that a suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnifying Party may become obligated to the Indemnified Party hereunder, the Indemnified Party shall give prompt written notice to the Indemnifying Party of the occurrence of such event, specifying the basis for such claim or demand, and the amount or estimated amount thereof to the extent then determinable (which estimate shall not be conclusive of the final amount of such claim or demand); provided, however, that the failure to give such notice shall not constitute a waiver of the right to indemnification hereunder unless the Indemnifying Party is actually prejudiced in a material respect thereby. The Indemnifying Party agrees to defend, contest or otherwise protect against any such suit, action, investigation, claim or proceeding at the Indemnifying Party's own cost and expense with counsel of its own choice, who shall be, however, reasonably acceptable to the Indemnified Party. The Indemnifying Party may not make any compromise or settlement without the prior written consent of the Indemnified Party (which will not be unreasonably withheld or delayed) and the Indemnified Party shall receive a full and unconditional release reasonably satisfactory to it pursuant to such compromise or settlement. The Indemnified Party shall have the right but not the obligation to participate at its own expense in the defense thereof by counsel of its own choice. If requested by the Indemnifying Party, the Indemnified Party shall (at the Indemnifying Party's expense) (i) cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party defends, (ii) provide the Indemnifying Party with reasonable access during normal business hours to its books and records to the extent they relate to the condition or operation of the Business and are requested by the Indemnifying Party to perform its indemnification obligations hereunder, and to make copies of such books and records, and (iii) make personnel available to assist in locating any books and records relating to the Business or whose assistance, participation or testimony is reasonably required in anticipation of, preparation for or the prosecution and defense of, any claim subject to this Section 7. In the event that the Indemnifying Party fails timely to defend, contest or otherwise protect the Indemnified Party against any such suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right to defend, contest or otherwise protect the Indemnified Party against the same and may make any reasonable compromise or settlement thereof and recover the entire cost thereof from the Indemnifying Party including without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or compromise or settlement thereof. 19

8. GOVERNING LAW; MISCELLANEOUS. (a) Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas without regard to the principles of conflict of laws. The parties hereto hereby submit to the exclusive jurisdiction of the United States federal courts located in Dallas, Texas with respect to any dispute arising under this Agreement, the agreements entered into in connection herewith or the transactions contemplated hereby or thereby. (b) Counterparts; Signatures by Facsimile. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement. (c) Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

8. GOVERNING LAW; MISCELLANEOUS. (a) Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas without regard to the principles of conflict of laws. The parties hereto hereby submit to the exclusive jurisdiction of the United States federal courts located in Dallas, Texas with respect to any dispute arising under this Agreement, the agreements entered into in connection herewith or the transactions contemplated hereby or thereby. (b) Counterparts; Signatures by Facsimile. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement. (c) Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. (d) Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. (e) Specific Performance. The parties agree that irreparable damage will result in the event that this Agreement is not specifically enforced, and the parties agree that any damages available at law for a breach of this Agreement would not be an adequate remedy. Therefore, the provisions hereof and the obligations of the parties hereunder shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies and all other remedies provided for in this Agreement shall, however, be cumulative and not exclusive and shall be in addition to any other remedies which a party may have under this Agreement or otherwise. (f) Entire Agreement; Amendments. This Agreement and the agreements, instruments, exhibits and schedules referenced herein, contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the party to be charged with enforcement. (g) Notices. Any notices required or permitted to be given under the terms of this Agreement shall be sent by certified or registered mail (return receipt requested) or delivered 20

personally or by courier (including a recognized overnight delivery service) or by facsimile and shall be effective five (5) days after being placed in the mail, if mailed by regular United States mail, or upon receipt, if delivered personally or by courier (including a recognized overnight delivery service) or by facsimile, in each case addressed to a party. The addresses for such communications shall be: If to the Company: Probex Corp. One Galleria Tower 13355 Noel Road, Suite 1200 Dallas, TX 75240 Attention: Chief Executive Officer Facsimile: (972) 980-8545 With a copy to:

personally or by courier (including a recognized overnight delivery service) or by facsimile and shall be effective five (5) days after being placed in the mail, if mailed by regular United States mail, or upon receipt, if delivered personally or by courier (including a recognized overnight delivery service) or by facsimile, in each case addressed to a party. The addresses for such communications shall be: If to the Company: Probex Corp. One Galleria Tower 13355 Noel Road, Suite 1200 Dallas, TX 75240 Attention: Chief Executive Officer Facsimile: (972) 980-8545 With a copy to: Jenkens & Gilchrist a professional corporation 1445 Ross Avenue, Suite 3200 Dallas, TX 75202 Attention: Robert W. Dockery, Esq. Facsimile: (214) 855-4300 If to Investor: United Infrastructure Company, LLC 50 California Street, Suite 2200 San Francisco, CA 94111 Attn: Chief Operating Officer Facsimile: (415) 768-1714 With a copy to: Bechtel Enterprises Holdings, Inc. 50 California Street, Suite 2200 San Francisco, CA 94111 Attn: Chief Counsel Facsimile: (415) 768-2233 Each party shall provide notice to the other party of any change in address. 21

(h) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor Investor shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), Investor may assign its rights hereunder to any person that purchases Common Shares in a private transaction from Investor or to any of its "affiliates," as that term is defined under the Exchange Act, without the consent of the Company. (i) Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person. (j) Publicity. The Company shall have the right to review a reasonable period of time before issuance of any press releases, SEC, AMEX, or NASD filings, or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of

(h) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor Investor shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), Investor may assign its rights hereunder to any person that purchases Common Shares in a private transaction from Investor or to any of its "affiliates," as that term is defined under the Exchange Act, without the consent of the Company. (i) Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person. (j) Publicity. The Company shall have the right to review a reasonable period of time before issuance of any press releases, SEC, AMEX, or NASD filings, or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of Investor, to make any press release or SEC, AMEX, or NASD filings with respect to such transactions as is required by applicable law and regulations (although Investor shall be consulted by the Company in connection with any such press release prior to its release and shall be provided with a copy thereof and be given an opportunity to comment thereon). (k) Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. (l) Limited Recourse. Notwithstanding anything in this Agreement, the Registration Rights Agreement or any other document, agreement or instrument contemplated hereby or thereby to the contrary, the obligations of Investor hereunder and under the Registration Rights Agreement shall be without recourse to any partner, affiliate of Investor or their respective partners, or any other respective officers, directors, employees or agents and shall be limited to the assets of Investor. (m) Waiver. Any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition. No waiver by any party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by law or otherwise afforded, will be cumulative and not alternative. 22

(n) No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 23

IN WITNESS WHEREOF, Investor and the Company have caused this Agreement to be duly executed as of the date first above written. PROBEX CORP.
By: /s/ D. YALE SAGE ---------------------------------Name: D. Yale Sage Title: Vice President

(n) No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 23

IN WITNESS WHEREOF, Investor and the Company have caused this Agreement to be duly executed as of the date first above written. PROBEX CORP.
By: /s/ D. YALE SAGE ---------------------------------Name: D. Yale Sage Title: Vice President

UNITED INFRASTRUCTURE COMPANY, LLC
By: /s/ NORA A. BLUM ---------------------------------Name: Nora A. Blum Title: Authorized Person

[SCHEDULES INTENTIONALLY OMITTED]

EXHIBIT 10.20.2

REGISTRATION RIGHTS AGREEMENT DATED AS OF OCTOBER 12, 2000 BY AND BETWEEN PROBEX CORP. AND UNITED INFRASTRUCTURE COMPANY, LLC

TABLE OF CONTENTS

1. 2. 3.

DEFINITIONS..................................................................................... REGISTRATION.................................................................................... OBLIGATIONS OF THE COMPANY......................................................................

IN WITNESS WHEREOF, Investor and the Company have caused this Agreement to be duly executed as of the date first above written. PROBEX CORP.
By: /s/ D. YALE SAGE ---------------------------------Name: D. Yale Sage Title: Vice President

UNITED INFRASTRUCTURE COMPANY, LLC
By: /s/ NORA A. BLUM ---------------------------------Name: Nora A. Blum Title: Authorized Person

[SCHEDULES INTENTIONALLY OMITTED]

EXHIBIT 10.20.2

REGISTRATION RIGHTS AGREEMENT DATED AS OF OCTOBER 12, 2000 BY AND BETWEEN PROBEX CORP. AND UNITED INFRASTRUCTURE COMPANY, LLC

TABLE OF CONTENTS

1. 2. 3. 4. 5. 6. 7. 8.

DEFINITIONS..................................................................................... REGISTRATION.................................................................................... OBLIGATIONS OF THE COMPANY...................................................................... OBLIGATIONS OF THE INVESTORS.................................................................... EXPENSES OF REGISTRATION........................................................................ INDEMNIFICATION................................................................................. CONTRIBUTION.................................................................................... REPORTS UNDER THE EXCHANGE ACT..................................................................

EXHIBIT 10.20.2

REGISTRATION RIGHTS AGREEMENT DATED AS OF OCTOBER 12, 2000 BY AND BETWEEN PROBEX CORP. AND UNITED INFRASTRUCTURE COMPANY, LLC

TABLE OF CONTENTS

1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11.

DEFINITIONS..................................................................................... REGISTRATION.................................................................................... OBLIGATIONS OF THE COMPANY...................................................................... OBLIGATIONS OF THE INVESTORS.................................................................... EXPENSES OF REGISTRATION........................................................................ INDEMNIFICATION................................................................................. CONTRIBUTION.................................................................................... REPORTS UNDER THE EXCHANGE ACT.................................................................. ASSIGNMENT OF REGISTRATION RIGHTS............................................................... AMENDMENT OF REGISTRATION RIGHTS................................................................ MISCELLANEOUS...................................................................................

-i-

REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 12, 2000, by and between Probex Corp., a Delaware corporation, with its headquarters located at 13355 Noel Road, Suite 1200, Dallas, TX 75240 (the "Company"), and United Infrastructure Company, LLC, a Delaware limited liability company (together with its respective affiliates, any assignee or transferee of all of its respective rights hereunder, the "Initial Investor"). WHEREAS, in connection with the Stock Purchase Agreement by and between the parties hereto of even date herewith (the "Stock Purchase Agreement"), the Company has agreed, upon the terms and subject to the conditions contained therein, to issue and sell to the Initial Investor shares of its common stock, par value $.001 per share (the "Common Stock").

TABLE OF CONTENTS

1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11.

DEFINITIONS..................................................................................... REGISTRATION.................................................................................... OBLIGATIONS OF THE COMPANY...................................................................... OBLIGATIONS OF THE INVESTORS.................................................................... EXPENSES OF REGISTRATION........................................................................ INDEMNIFICATION................................................................................. CONTRIBUTION.................................................................................... REPORTS UNDER THE EXCHANGE ACT.................................................................. ASSIGNMENT OF REGISTRATION RIGHTS............................................................... AMENDMENT OF REGISTRATION RIGHTS................................................................ MISCELLANEOUS...................................................................................

-i-

REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 12, 2000, by and between Probex Corp., a Delaware corporation, with its headquarters located at 13355 Noel Road, Suite 1200, Dallas, TX 75240 (the "Company"), and United Infrastructure Company, LLC, a Delaware limited liability company (together with its respective affiliates, any assignee or transferee of all of its respective rights hereunder, the "Initial Investor"). WHEREAS, in connection with the Stock Purchase Agreement by and between the parties hereto of even date herewith (the "Stock Purchase Agreement"), the Company has agreed, upon the terms and subject to the conditions contained therein, to issue and sell to the Initial Investor shares of its common stock, par value $.001 per share (the "Common Stock"). WHEREAS, to induce the Initial Investor to execute and deliver the Stock Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the "Securities Act"), and applicable state securities laws pursuant to this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Initial Investor hereby agree as follows: 1. DEFINITIONS. (a) As used in this Agreement, the following terms shall have the following meanings: (i) "Investor(s)" means the Initial Investor and any transferee or assignee who agrees to become bound by the provisions of this Agreement in accordance with Section 9 hereof and executes a form of Joinder Agreement attached hereto as Exhibit A. (ii) "register," "registered," and "registration" refer to a registration effected by preparing and filing a Registration Statement or Statements in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act

REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 12, 2000, by and between Probex Corp., a Delaware corporation, with its headquarters located at 13355 Noel Road, Suite 1200, Dallas, TX 75240 (the "Company"), and United Infrastructure Company, LLC, a Delaware limited liability company (together with its respective affiliates, any assignee or transferee of all of its respective rights hereunder, the "Initial Investor"). WHEREAS, in connection with the Stock Purchase Agreement by and between the parties hereto of even date herewith (the "Stock Purchase Agreement"), the Company has agreed, upon the terms and subject to the conditions contained therein, to issue and sell to the Initial Investor shares of its common stock, par value $.001 per share (the "Common Stock"). WHEREAS, to induce the Initial Investor to execute and deliver the Stock Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the "Securities Act"), and applicable state securities laws pursuant to this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Initial Investor hereby agree as follows: 1. DEFINITIONS. (a) As used in this Agreement, the following terms shall have the following meanings: (i) "Investor(s)" means the Initial Investor and any transferee or assignee who agrees to become bound by the provisions of this Agreement in accordance with Section 9 hereof and executes a form of Joinder Agreement attached hereto as Exhibit A. (ii) "register," "registered," and "registration" refer to a registration effected by preparing and filing a Registration Statement or Statements in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous basis ("Rule 415"), and the declaration or ordering of effectiveness of such Registration Statement by the United States of America Securities and Exchange Commission (the "SEC"). (iii) "Registrable Securities" means the Common Shares, the Additional Common Shares, if any, and any shares of capital stock issued or issuable as a dividend on or in exchange for or otherwise with respect to any of the foregoing.

(iv) "Registration Statement" means a registration statement of the Company under the Securities Act. (b) Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Stock Purchase Agreement. 2. REGISTRATION. (a) Mandatory Registration. The Company shall prepare, and, on or prior to the date which is 60 days after the Closing Date, file with the SEC a Registration Statement on Form S-1 or Form SB-2 (or, if available, on Form S-3, or if Form S-3 is not available, on such form of Registration Statement as is then available to effect a registration of the Registrable Securities, subject to the consent of the Initial Investor, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities issued pursuant to the Stock Purchase Agreement to enable the resale by the Initial Investor from time to time on the American Stock Exchange (the "AMEX") or in privately-negotiated transactions. (b) Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration

(iv) "Registration Statement" means a registration statement of the Company under the Securities Act. (b) Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Stock Purchase Agreement. 2. REGISTRATION. (a) Mandatory Registration. The Company shall prepare, and, on or prior to the date which is 60 days after the Closing Date, file with the SEC a Registration Statement on Form S-1 or Form SB-2 (or, if available, on Form S-3, or if Form S-3 is not available, on such form of Registration Statement as is then available to effect a registration of the Registrable Securities, subject to the consent of the Initial Investor, which consent will not be unreasonably withheld) covering the resale of the Registrable Securities issued pursuant to the Stock Purchase Agreement to enable the resale by the Initial Investor from time to time on the American Stock Exchange (the "AMEX") or in privately-negotiated transactions. (b) Payments by the Company. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not declared effective by the SEC by January 31, 2001 or if, after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement, or (ii) the Common Stock and Common Shares are not listed on the AMEX after being so listed, then the Company shall make payments to Investors in such amounts and at such times in the manner set forth below as partial relief for the damages to Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity): (i) each Investor shall be entitled to receive additional shares of Common Stock in the amount of 5% of the Common Shares purchased by such Investor under the Stock Purchase Agreement; (ii) If the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant Section 2(a) hereof is not declared effective by the SEC on or before January 31, 2001, each Investor shall be entitled to receive additional shares of Common Stock in the amount of 7.5% of the Common Shares purchased by such Investor under the Stock Purchase Agreement for each additional 30-day period thereafter, until the earlier of: (a) the date on which the Registration Statement is declared effective by the SEC or (b) March 31, 2001; (iii) If the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant Section 2(a) hereof is not declared effective by the SEC on or before March 31, 2001, the Initial Investor shall be entitled to demand registration rights as set forth in that certain Stock Purchase Term Sheet of even date herewith; 2

provided, however, that the dates on which damages payments are incurred by the Company pursuant to this Section 2(b) shall be extended by the Dispute Delay(s) (as defined in Section 3(g)). (c) Piggy-Back Registrations. Subject to the last sentence of this Section 2(c), if at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each Investor written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be

provided, however, that the dates on which damages payments are incurred by the Company pursuant to this Section 2(b) shall be extended by the Dispute Delay(s) (as defined in Section 3(g)). (c) Piggy-Back Registrations. Subject to the last sentence of this Section 2(c), if at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each Investor written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter's judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among Investors seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of priority registration rights. No right to registration of Registrable Securities under this Section 2(c) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in which Investors are entitled to registration under this Section 2(c) is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of Investors pursuant to this Section 2(c) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of the Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement. 3. OBLIGATIONS OF THE COMPANY. In connection with the registration of the Registrable Securities, the Company shall have the following obligations: 3

(a) The Company shall prepare promptly, and file with the SEC not later than 60 days after the Closing Date, a Registration Statement with respect to the number of Registrable Securities provided in Section 2(a), and thereafter use its best efforts to cause such Registration Statement relating to Registrable Securities to become effective as soon as possible after such filing, and keep the Registration Statement effective pursuant to Rule 415 at all times until such date as is the earlier of (i) the date on which all of the Registrable Securities have been sold and (ii) the date on which the Registrable Securities (in the opinion of counsel to the Initial Investors) may be immediately sold without restriction (including without limitation as to volume by each holder thereof) without registration under the Securities Act (the "Registration Period"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading. (b) The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration

(a) The Company shall prepare promptly, and file with the SEC not later than 60 days after the Closing Date, a Registration Statement with respect to the number of Registrable Securities provided in Section 2(a), and thereafter use its best efforts to cause such Registration Statement relating to Registrable Securities to become effective as soon as possible after such filing, and keep the Registration Statement effective pursuant to Rule 415 at all times until such date as is the earlier of (i) the date on which all of the Registrable Securities have been sold and (ii) the date on which the Registrable Securities (in the opinion of counsel to the Initial Investors) may be immediately sold without restriction (including without limitation as to volume by each holder thereof) without registration under the Securities Act (the "Registration Period"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading. (b) The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in the Registration Statement. (c) The Company shall furnish to each Investor whose Registrable Securities are included in the Registration Statement and its legal counsel (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, and, in the case of the Registration Statement referred to in Section 2(a), each letter written by or on behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such Registration Statement (other than any portion of any thereof which contains information for which the Company has sought confidential treatment), and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as such Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investor. The Company will promptly notify each Investor by facsimile of the effectiveness of the Registration Statement or any post-effective amendment. The Company will promptly respond to any and all comments received from the SEC, with a view towards causing any Registration Statement or any amendment thereto to be declared effective by the SEC as soon as practicable and shall promptly file an acceleration request as soon as practicable following the resolution or clearance of all SEC comments or, if applicable, following notification by the SEC that the Registration Statement or any amendment thereto will not be subject to review. (d) The Company shall use its best efforts to (i) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or "blue sky" laws of such jurisdictions in the United States as the Investors who hold a majority in interest of the Registrable Securities being offered reasonably request, (ii) prepare and file in 4

those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (a) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (b) subject itself to general taxation in any such jurisdiction, (c) file a general consent to service of process in any such jurisdiction, (d) provide any undertakings that cause the Company undue expense or burden, or (e) make any change in its charter or bylaws, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders. (e) As promptly as practicable after becoming aware of such event, the Company shall notify each Investor of the

those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (a) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (b) subject itself to general taxation in any such jurisdiction, (c) file a general consent to service of process in any such jurisdiction, (d) provide any undertakings that cause the Company undue expense or burden, or (e) make any change in its charter or bylaws, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders. (e) As promptly as practicable after becoming aware of such event, the Company shall notify each Investor of the happening of any event, of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and use its best efforts promptly to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, and deliver such number of copies of such supplement or amendment to each Investor as such Investor may reasonably request. (f) The Company shall use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement, and, if such an order is issued, to obtain the withdrawal of such order at the earliest possible moment and to notify each Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance of such order and the resolution thereof. (g) The Company shall permit a single firm of counsel designated by Investors who hold a majority in interest of the Registrable Securities to review the Registration Statement and all amendments and supplements thereto (as well as all requests for acceleration or effectiveness thereof) a reasonable period of time prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects and will not request acceleration of the Registration Statement without prior notice to such counsel. In the event of a disagreement between Investors and the Company regarding any action taken by the Company to which counsel to Investors objects (the "Dispute"), Investors shall give written notice (the "Dispute Notice") of the Dispute to the Company delivered in accordance with Section 11(b) of this Agreement. The Dispute Notice shall set forth in reasonable detail the Dispute of Investors. Upon receipt of the Dispute Notice, the dates upon which the Company incurs damage payments to Investors ("Damages Dates"), set forth in Section 2(b), including subsections thereof, of this Agreement, shall be extended by the number of elapsed day(s) of the Dispute (the "Dispute Delay") . Upon written notice to the Company by Investors of a resolution (the "Resolution Notice") of the Dispute to the satisfaction of Investors, the Damage Dates shall be adjusted by the Dispute Delay upon of receipt by the Company of the Resolution Notice delivered in accordance with Section 11 (b) of this Agreement. The sections of the Registration Statement covering information with respect to Investors, Investors' beneficial ownership of securities of 5

the Company or Investors intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each Investor. (h) The Company shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve-month period beginning not later than the first day of the Company's fiscal quarter next following the effective date of the Registration Statement. (i) At the request of any Investor, the Company shall furnish, on the date that Registrable Securities are delivered to an underwriter, if any, for sale in connection with the Registration Statement or, if such securities are not being sold by an underwriter, on the date of effectiveness thereof (i) an opinion, dated as of such date, from counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is

the Company or Investors intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each Investor. (h) The Company shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve-month period beginning not later than the first day of the Company's fiscal quarter next following the effective date of the Registration Statement. (i) At the request of any Investor, the Company shall furnish, on the date that Registrable Securities are delivered to an underwriter, if any, for sale in connection with the Registration Statement or, if such securities are not being sold by an underwriter, on the date of effectiveness thereof (i) an opinion, dated as of such date, from counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the underwriters, if any, and Investors and (ii) a letter, dated such date, from the Company's independent certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and Investors. (j) The Company shall make available for inspection by (i) Investors, (ii) any underwriter participating in any disposition pursuant to the Registration Statement, (iii) one firm of attorneys and one firm of accountants or other agents retained by Investors, and (iv) one firm of attorneys retained by all such underwriters (collectively, the "Inspectors") all pertinent financial and other records, and pertinent corporate documents and properties of the Company (collectively, the "Records"), as shall be reasonably deemed necessary by each Inspector to enable each Inspector to exercise its due diligence responsibility, and cause the Company's officers, directors and employees to supply all information which any Inspector may reasonably request for purposes of such due diligence; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to an Investor) of any Record or other information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement, (b) the release of such Records is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (c) the information in such Records has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company shall not be required to disclose any confidential information in such Records to any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto, substantially in the form of this Section 3(j). Each Investor agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement between the Company and any Investor) shall be deemed to limit Investors' ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations. 6

(k) The Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to such Investor prior to making such disclosure, and allow Investor, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information. (l) The Company shall (i) cause all the Registrable Securities covered by the Registration Statement to be listed on each national securities exchange on which securities of the same class or series issued by the Company are

(k) The Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to such Investor prior to making such disclosure, and allow Investor, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information. (l) The Company shall (i) cause all the Registrable Securities covered by the Registration Statement to be listed on each national securities exchange on which securities of the same class or series issued by the Company are then listed, including, without limitation, the AMEX, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (ii) secure the designation and quotation, of all the Registrable Securities covered by the Registration Statement on the Nasdaq or, if not eligible for the Nasdaq on the Nasdaq SmallCap and, without limiting the generality of the foregoing, to arrange for at least two market makers to register with the National Association of Securities Dealers, Inc. (the "NASD") as such with respect to such Registrable Securities. (m) The Company shall provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the effective date of the Registration Statement. (n) The Company shall cooperate with Investors who hold Registrable Securities being offered and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be, as the managing underwriter or underwriters, if any, or Investors may reasonably request and registered in such names as the managing underwriter or underwriters, if any, or Investors may request, and, within three (3) business days after a Registration Statement which includes Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registrable Securities (with copies to Investors whose Registrable Securities are included in such Registration Statement) an instruction in customary form and substance and an opinion of such counsel in customary form and substance. (o) At the request of the holders of a majority-in-interest of the Registrable Securities, the Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary in order to change the plan of distribution set forth in such Registration Statement. 7

(p) In the event that Investors transfer or assign any Registrable Securities, in accordance with Section 9, the Company will supplement or amend the Registration Statement to allow for the transferee or assignee to effect sales of Registrable Securities pursuant to the Registration Statement. (q) The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by Investors of Registrable Securities pursuant to the Registration Statement. 4. OBLIGATIONS OF INVESTORS. In connection with the registration of the Registrable Securities, Investors shall have the following obligations: (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may

(p) In the event that Investors transfer or assign any Registrable Securities, in accordance with Section 9, the Company will supplement or amend the Registration Statement to allow for the transferee or assignee to effect sales of Registrable Securities pursuant to the Registration Statement. (q) The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by Investors of Registrable Securities pursuant to the Registration Statement. 4. OBLIGATIONS OF INVESTORS. In connection with the registration of the Registrable Securities, Investors shall have the following obligations: (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor of the information the Company requires from each such Investor. (b) Each Investor, by such Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement. (c) Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) or 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or 3(f) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (d) No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and 8

commissions and any expenses in excess of those payable by the Company pursuant to Section 5 below. 5. EXPENSES OF REGISTRATION. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Investors pursuant to Section 3(g) hereof shall be borne by the Company. 6. INDEMNIFICATION. In the event any Registrable Securities are included in a Registration Statement under this Agreement: (a) To the extent permitted by law, the Company will indemnify, hold harmless and defend (i) each Investor who

commissions and any expenses in excess of those payable by the Company pursuant to Section 5 below. 5. EXPENSES OF REGISTRATION. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Investors pursuant to Section 3(g) hereof shall be borne by the Company. 6. INDEMNIFICATION. In the event any Registrable Securities are included in a Registration Statement under this Agreement: (a) To the extent permitted by law, the Company will indemnify, hold harmless and defend (i) each Investor who holds such Registrable Securities, (ii) the directors, officers, partners, employees, agents and each person who controls any Investor within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), if any, (iii) any underwriter (as defined in the Securities Act) for the Investors, and (iv) the directors, officers, partners, employees and each person who controls any such underwriter within the meaning of the Securities Act or the Exchange Act, if any (each, an "Indemnified Person"), against any joint or several losses, claims, damages, liabilities or expenses (collectively, together with actions, proceedings or inquiries by any regulatory or selfregulatory organization, whether commenced or threatened, in respect thereof, "Claims") to which any of them may become subject insofar as such Claims arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or the omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading; or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person 9

or underwriter for such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3(c) hereof; (ii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld; and (iii) with respect to any preliminary prospectus, shall not inure to the benefit of any Indemnified Person if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented, such corrected prospectus was timely made available by the Company pursuant to Section 3(c) hereof, and the Indemnified Person was promptly advised in writing not to use the incorrect prospectus prior to the use giving rise to a Violation and such Indemnified Person, notwithstanding such advice, used it. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 9.

or underwriter for such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3(c) hereof; (ii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld; and (iii) with respect to any preliminary prospectus, shall not inure to the benefit of any Indemnified Person if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented, such corrected prospectus was timely made available by the Company pursuant to Section 3(c) hereof, and the Indemnified Person was promptly advised in writing not to use the incorrect prospectus prior to the use giving rise to a Violation and such Indemnified Person, notwithstanding such advice, used it. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 9. (b) In connection with any Registration Statement in which an Investor is participating, each such Investor agrees severally and not jointly to indemnify, hold harmless and defend, to the same extent and in the same manner set forth in Section 6(a), the Company, each of its directors, each of its officers who signs the Registration Statement, each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such stockholder or underwriter within the meaning of the Securities Act or the Exchange Act (collectively and together with an Indemnified Person, an "Indemnified Party"), against any Claim to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim arises out of or is based upon any Violation by such Investor, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information about such Investor furnished to the Company by such Investor expressly for use in connection with such Registration Statement; and subject to Section 6(c) such Investor will reimburse any legal or other expenses (promptly as such expenses are incurred and are due and payable) reasonably incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld; provided, further, however, that the Investor shall be liable under this Agreement (including this Section 6(b) and Section 7) for only that amount as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 9. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(b) with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented. (c) Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action (including any governmental 10

action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The indemnifying party shall pay for only one separate legal counsel for the Indemnified Persons or the Indemnified Parties, as applicable, and such legal counsel shall be selected by Investors holding a majority-in-interest of the Registrable Securities included in the Registration

action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The indemnifying party shall pay for only one separate legal counsel for the Indemnified Persons or the Indemnified Parties, as applicable, and such legal counsel shall be selected by Investors holding a majority-in-interest of the Registrable Securities included in the Registration Statement to which the Claim relates (with the approval of the Initial Investor), if the Investors are entitled to indemnification hereunder, or the Company, if the Company is entitled to indemnification hereunder, as applicable. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is actually prejudiced in its ability to defend such action. The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable. 7. CONTRIBUTION. To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that (i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in Section 6, (ii) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of such fraudulent misrepresentation, and (iii) contribution (together with any indemnification or other obligations under this Agreement) by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities. 8. REPORTS UNDER THE EXCHANGE ACT. With a view to making available to the Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the investors to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to: 11

(a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company's obligations under the Stock Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration. 9. ASSIGNMENT OF REGISTRATION RIGHTS.

(a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company's obligations under the Stock Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration. 9. ASSIGNMENT OF REGISTRATION RIGHTS. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of Registrable Securities if: (i) the transferee agrees to execute a form of Joinder Agreement in the form of Exhibit A hereto, and a copy of such Joinder Agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment, the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, (iv) such transfer shall have been made in accordance with the applicable requirements of the Stock Purchase Agreement, and (v) such transferee shall be an "accredited investor" as that term defined in Rule 501 of Regulation D promulgated under the Securities Act. 10. AMENDMENT OF REGISTRATION RIGHTS. Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with written consent of the Company, the Initial Investor (to the extent the Initial Investor still owns Registrable Securities) and the Investors who hold a majority-in-interest of the Registrable Securities. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor and the Company. 11. MISCELLANEOUS. (a) A person or entity is deemed to be a holder of Registrable Securities whenever such person or entity owns of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more persons or entities with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities. 12

(b) Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally or by courier (including a recognized overnight delivery service) or by facsimile and shall be effective five days after being placed in the mail, if mailed by regular United States mail, or upon receipt, if delivered personally or by courier (including a recognized overnight delivery service) or by facsimile, in each case addressed to a party. The addresses for such communications shall be: If to the Company: Probex Corp. One Galleria Tower 13355 Noel Road, Suite 1200 Dallas, TX 75240

(b) Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally or by courier (including a recognized overnight delivery service) or by facsimile and shall be effective five days after being placed in the mail, if mailed by regular United States mail, or upon receipt, if delivered personally or by courier (including a recognized overnight delivery service) or by facsimile, in each case addressed to a party. The addresses for such communications shall be: If to the Company: Probex Corp. One Galleria Tower 13355 Noel Road, Suite 1200 Dallas, TX 75240 Attention: Chief Executive Officer Facsimile: (972) 980-8545 With a copy to: Jenkens & Gilchrist a professional corporation 1445 Ross Avenue, Suite 3200 Dallas, TX 75202 Attention: Robert W. Dockery, Esq. Facsimile: (214) 855-4300 If to the Initial Investor: United Infrastructure Company, LLC 50 California Street, Suite 2200 San Francisco, CA 94111 Attention: Chief Operating Officer Facsimile: (415) 768-1714 With a copy to: Bechtel Enterprises Holdings, Inc. 50 California Street, Suite 2200 San Francisco, CA 94111 Attention: Chief Counsel Facsimile: (415) 768-2233 (c) Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. 13

(d) This Agreement shall be enforced, governed by and construed in accordance with the laws of the State of Texas applicable to agreements made and to be performed entirely within such State. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof. The parties hereto hereby submit to the exclusive jurisdiction of the United States federal courts located in Dallas, Texas with respect to any dispute arising under this Agreement or the transactions contemplated hereby. (e) This Agreement and the Stock Purchase Agreement (including all schedules and exhibits thereto) constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This

(d) This Agreement shall be enforced, governed by and construed in accordance with the laws of the State of Texas applicable to agreements made and to be performed entirely within such State. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof. The parties hereto hereby submit to the exclusive jurisdiction of the United States federal courts located in Dallas, Texas with respect to any dispute arising under this Agreement or the transactions contemplated hereby. (e) This Agreement and the Stock Purchase Agreement (including all schedules and exhibits thereto) constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement and the Stock Purchase Agreement supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof. (f) Subject to the requirements of Section 9 hereof, this Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. (g) The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (h) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement. (i) Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. (j) Except as otherwise provided herein, all consents and other determinations to be made by the Investors pursuant to this Agreement shall be made by Investors holding a majority of the Registrable Securities. (k) The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 14

IN WITNESS WHEREOF, the Company and the Initial Investor have caused this Agreement to be duly executed as of the date first above written. PROBEX CORP.
By: /s/ D. YALE SAGE -----------------------------------Name: D. Yale Sage Title: Vice President

UNITED INFRASTRUCTURE COMPANY, LLC
By: /s/ NORA A. BLUM -----------------------------------Name: Nora A. Blum Title: Authorized Person

IN WITNESS WHEREOF, the Company and the Initial Investor have caused this Agreement to be duly executed as of the date first above written. PROBEX CORP.
By: /s/ D. YALE SAGE -----------------------------------Name: D. Yale Sage Title: Vice President

UNITED INFRASTRUCTURE COMPANY, LLC
By: /s/ NORA A. BLUM -----------------------------------Name: Nora A. Blum Title: Authorized Person

EXHIBIT A FORM OF REGISTRATION RIGHTS JOINDER AGREEMENT Probex Corp. 13355 Noel Road, Suite 1200 Dallas, Texas 75240 Attention: Secretary Ladies & Gentlemen: In consideration of the transfer to the undersigned of ____________ shares of the common stock of Probex Corp., a corporation organized under the laws of the State of Delaware (the "Company"), the undersigned represents that it is a permitted transferee of [INSERT NAME OF TRANSFEROR] and agrees that, as of the date written below, [HE][SHE][IT] shall become a party to, and an Investor as defined in, that certain Registration Rights Agreement, dated as of October 12, 2000, as such agreement may have been amended from time to time (the "Agreement"), between the Company and United Infrastructure Company, LLC, a Delaware limited liability company, and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement, as though a party thereto. Executed as of the ____ day of __________, ______ . SIGNATORY: Address: ACKNOWLEDGED AND ACCEPTED: PROBEX CORP. By: Name: Title:

EXHIBIT A FORM OF REGISTRATION RIGHTS JOINDER AGREEMENT Probex Corp. 13355 Noel Road, Suite 1200 Dallas, Texas 75240 Attention: Secretary Ladies & Gentlemen: In consideration of the transfer to the undersigned of ____________ shares of the common stock of Probex Corp., a corporation organized under the laws of the State of Delaware (the "Company"), the undersigned represents that it is a permitted transferee of [INSERT NAME OF TRANSFEROR] and agrees that, as of the date written below, [HE][SHE][IT] shall become a party to, and an Investor as defined in, that certain Registration Rights Agreement, dated as of October 12, 2000, as such agreement may have been amended from time to time (the "Agreement"), between the Company and United Infrastructure Company, LLC, a Delaware limited liability company, and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement, as though a party thereto. Executed as of the ____ day of __________, ______ . SIGNATORY: Address: ACKNOWLEDGED AND ACCEPTED: PROBEX CORP. By: Name: Title:

EXHIBIT 10.21.1 SECURED PROMISSORY NOTE $__________ November 2, 2000 FOR VALUE RECEIVED, this Secured Promissory Note (this "Note") is made by Probex Corp., a Delaware corporation ("Maker"), to _________________________ _________________________ ("Payee"). This Note is one of the "Notes" as defined in, and is entitled to the benefits of, that certain Security Agreement (the "Security Agreement"), dated as of the date hereof, by and among Maker, Payee, _____________________________________________________, _______________________ _____________________________________________. 1. Payments. Maker hereby promises to pay to the order of Payee the principal sum of ______________________________________ Dollars ($_________) at _______________, ___________________________, or such other place as the holder hereof may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, together with interest on the unpaid principal balance hereof at the rate provided herein from the date of this Note until payment in full of the indebtedness evidenced by this Note. This Note and all accrued and unpaid interest shall be due and payable in one lump sum on January 15, 2001. Any payment made under this Note shall be applied first to

EXHIBIT 10.21.1 SECURED PROMISSORY NOTE $__________ November 2, 2000 FOR VALUE RECEIVED, this Secured Promissory Note (this "Note") is made by Probex Corp., a Delaware corporation ("Maker"), to _________________________ _________________________ ("Payee"). This Note is one of the "Notes" as defined in, and is entitled to the benefits of, that certain Security Agreement (the "Security Agreement"), dated as of the date hereof, by and among Maker, Payee, _____________________________________________________, _______________________ _____________________________________________. 1. Payments. Maker hereby promises to pay to the order of Payee the principal sum of ______________________________________ Dollars ($_________) at _______________, ___________________________, or such other place as the holder hereof may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, together with interest on the unpaid principal balance hereof at the rate provided herein from the date of this Note until payment in full of the indebtedness evidenced by this Note. This Note and all accrued and unpaid interest shall be due and payable in one lump sum on January 15, 2001. Any payment made under this Note shall be applied first to interest accrued and unpaid on the outstanding principal balance as of such date of payment and then to the outstanding principal balance due hereunder. If any required payment falls due on a Saturday, Sunday or a national or state bank holiday in Texas, then such date shall be extended to the next succeeding day that is not a Saturday, Sunday or national or state bank holiday. 2. Interest Rate. The principal amount outstanding from time to time hereunder shall bear interest calculated on the basis of a 365-day year, at a rate equal to twelve percent (12%) per annum. 3. Voluntary Prepayment. This Note may be prepaid, in whole or in part, without premium or penalty. All prepayments shall be applied first to accrued interest and then to principal. 4. Mandatory Prepayment. Maker shall be required to prepay this Note upon the cumulative receipt by Maker or its subsidiaries of immediately available funds equal to or greater than $5,000,000 derived from any type of equity and/or debt financing benefiting Maker. As long as this Note remains outstanding, Maker shall accept any reasonable financing proposal when presented to Maker; provided, however, such proposal's reasonableness is to be determined by the majority of the voting members of the board of directors of Maker acting in the exercise of their business judgment. 5. Event of Default. If any of the following events ("Events of Default") shall occur: (a) Maker shall fail to pay any principal of, or any interest on, this Note or any other amount payable under this Note, when and as the same shall become due and payable; (b) any representation or warranty made or deemed made by or on behalf of Maker in the Security Agreement, or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection the Security Agreement, or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect when made or deemed made;

(c) Maker shall fail to observe or perform any covenant, condition or agreement contained in the Security Agreement; (d) Maker shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any indebtedness individually or in the aggregate in excess of $100,000 ("Material Indebtedness"), when and as the same shall become due and payable; (e) any event or condition occurs that results in any Material Indebtedness of Maker becoming due prior to its

(c) Maker shall fail to observe or perform any covenant, condition or agreement contained in the Security Agreement; (d) Maker shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any indebtedness individually or in the aggregate in excess of $100,000 ("Material Indebtedness"), when and as the same shall become due and payable; (e) any event or condition occurs that results in any Material Indebtedness of Maker becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness of Maker or any trustee or agent on its or their behalf to cause any Material Indebtedness of Maker to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; (f) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of Maker or its debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Maker or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (g) Maker shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (f) of this Section, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Maker or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (h) Maker shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (i) one or more judgments for the payment of money in an aggregate amount in excess of $100,000 shall be rendered against Maker and the same shall remain undischarged for a period of thirty (30) days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of Maker to enforce any such judgment; (j) any lien purported to be created under the Security Agreement shall cease to be, or shall be asserted by Maker or any affiliate thereof not to be, a valid and perfected lien on the Collateral (as defined in the Security Agreement), with the priority required by the Security Agreement, except (i) as a result of the sale or other disposition of the Collateral in a transaction permitted under the Security Agreement or (ii) as a result of Payee's failure to maintain possession of any promissory notes or other instruments delivered to it under the applicable Security Agreement; (k) there shall occur, in the judgment of Payee, a material adverse change in the business, assets or prospects of Maker after the date hereof; (l) there shall occur any material loss, theft, damage or destruction of any of Maker's property or assets not fully covered by insurance; or (m) there shall occur a cessation of a substantial part of the business of Maker for a period which significantly effects its respective capacity to continue its business on a profitable basis; or Maker shall suffer the loss or revocation of any license or permit now held or hereafter acquired by it which is necessary to the continued or lawful operation of its respective business; or Maker shall be enjoined, restrained or in any way prevented by court, governmental or administration order from 2

conducting all or any material part of its respective business affairs; or any material part of Maker's property shall be taken through condemnation or the value of such property shall be materially impaired through condemnation; then, and in every such event (other than an event described in clause (f) or (g) of this Section), and at any time thereafter during the continuance of such event, the Payee may declare the then outstanding amounts hereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the amounts hereunder so declared to be due and payable, together with accrued interest thereon and all other obligations of Maker accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Maker; and in case of any event with respect to Maker described in clause (f) or (g) of this Section, the principal amounts hereunder then outstanding, together with accrued interest thereon and all other obligations of Maker accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Maker. 6. Remedies Cumulative. The remedies of Payee, as provided herein, shall be cumulative and concurrent, and may be pursued singularly, successively or together, at the sole discretion of Payee, and may be exercised as often as occasion therefor shall arise. No act of omission or commission of Payee, including specifically any failure to exercise any right, remedy or recourse, shall be deemed to be a waiver or release of the same, such waiver or release to be effected only through a written document executed by Payee and then only to the extent specifically recited therein. A waiver or release with reference to any one event shall not be construed as continuing, as a bar to, or as a waiver or release of, any subsequent right, remedy or recourse as to a subsequent event. 7. Notices. Except as otherwise provided herein, any notice or demand which, by the provisions hereof, is required or which may be given to or served upon Maker or Payee shall be in writing and, if by telecopy, shall be deemed to have been validly served, given or delivered when transmitted with a copy immediately mailed by registered or certified mail, if by personal delivery, shall be deemed to have been validly served, given or delivered upon actual delivery and, if mailed, shall be deemed to have been validly served, given or delivered three (3) business days after deposit in the United States mails, as registered or certified mail, with proper postage prepaid and addressed to the party to be notified, at the addresses last given in writing by Maker and Payee. 8. Successors and Assigns. This Note shall be binding upon Maker and its successors and assigns (including, without limitation, a receiver, trustee or debtor-in-possession of or for Maker) and shall inure to the benefit of Payee and its successors and assigns. Maker may not assign its rights hereunder without the prior written consent of Payee, in its sole discretion, other than by operation of law. Payee may assign all or a part of its interest in this Note or its rights hereunder to any party without the prior written consent of Maker, in its sole discretion, other than by operation of law. 9. GOVERNING LAW. THIS NOTE SHALL BE DEEMED A CONTRACT AND INSTRUMENT MADE UNDER THE LAWS OF THE STATE OF TEXAS AND ACCEPTED BY PAYEE IN SAID STATE, AND ANY AND ALL CLAIMS, DEMANDS OR ACTIONS IN ANY WAY RELATING THERETO OR INVOLVING ANY DISPUTE BETWEEN ANY OF THE PARTIES TO THIS NOTE, WHETHER ARISING IN CONTRACT OR TORT, AT LAW, IN EQUITY OR STATUTORILY, SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND/OR GOVERNED BY THE LAWS OF THE STATE OF TEXAS (EXCEPTING ITS CHOICE OF LAW RULES) AND THE LAWS OF THE UNITED STATES OF AMERICA. 3

10. Severability. If any provisions of this Note or any payments pursuant to the terms hereof shall be invalid or unenforceable to any extent, the remainder of this Note and any other payments hereunder shall not be affected thereby and shall be enforceable to the greatest extent permitted by law. Furthermore, in lieu of such invalid or unenforceable provisions, there shall be added automatically as part of this Note, a provision or provisions as similar in its or their terms to such invalid or unenforceable provisions as may be possible and be legal, valid and enforceable.

10. Severability. If any provisions of this Note or any payments pursuant to the terms hereof shall be invalid or unenforceable to any extent, the remainder of this Note and any other payments hereunder shall not be affected thereby and shall be enforceable to the greatest extent permitted by law. Furthermore, in lieu of such invalid or unenforceable provisions, there shall be added automatically as part of this Note, a provision or provisions as similar in its or their terms to such invalid or unenforceable provisions as may be possible and be legal, valid and enforceable. 11. No Oral Agreements. This Note and the Security Agreement as written represent the final agreement between Maker and Payee with respect to the matters contained therein and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements between Maker and Payee. There are no unwritten agreements between Maker and Payee. [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY] 4

IN WITNESS WHEREOF, Maker has executed and delivered this Note as of the date and year first above written. MAKER: PROBEX CORP., a Delaware corporation By: Name: Title: 5

EXHIBIT 10.21.2 SECURITY AGREEMENT THIS SECURITY AGREEMENT ("Agreement"), dated as of November 2, 2000, is by and among Probex Corp., a Delaware corporation ("Debtor"), Cambridge Strategies Group, LLC, a Texas limited liability company ("Collateral Agent"), Michael and Cindi Crockett, each individual residents of the State of Illinois, and Beachcraft Limited Partnership, a Texas limited partnership (together with Collateral Agent, collectively, "Secured Parties"). RECITALS: A. Concurrently with the execution of this Agreement, Debtor is executing those certain Secured Promissory Notes in the original aggregate principal amount of $1,250,000, in favor of Secured Parties (as amended, restated or modified, the "Notes"). B. The execution and delivery of this Agreement is required by the terms of the Notes and is a condition to their effectiveness. NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Security Interest and Pledge Section 1. Security Interest and Pledge. As collateral security for the prompt payment in full when due of all of the obligations, indebtedness and liabilities of Debtor to Secured Parties arising pursuant to or in connection with

IN WITNESS WHEREOF, Maker has executed and delivered this Note as of the date and year first above written. MAKER: PROBEX CORP., a Delaware corporation By: Name: Title: 5

EXHIBIT 10.21.2 SECURITY AGREEMENT THIS SECURITY AGREEMENT ("Agreement"), dated as of November 2, 2000, is by and among Probex Corp., a Delaware corporation ("Debtor"), Cambridge Strategies Group, LLC, a Texas limited liability company ("Collateral Agent"), Michael and Cindi Crockett, each individual residents of the State of Illinois, and Beachcraft Limited Partnership, a Texas limited partnership (together with Collateral Agent, collectively, "Secured Parties"). RECITALS: A. Concurrently with the execution of this Agreement, Debtor is executing those certain Secured Promissory Notes in the original aggregate principal amount of $1,250,000, in favor of Secured Parties (as amended, restated or modified, the "Notes"). B. The execution and delivery of this Agreement is required by the terms of the Notes and is a condition to their effectiveness. NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Security Interest and Pledge Section 1. Security Interest and Pledge. As collateral security for the prompt payment in full when due of all of the obligations, indebtedness and liabilities of Debtor to Secured Parties arising pursuant to or in connection with the Notes or this Agreement, whether now existing or hereafter arising, whether direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, Debtor hereby pledges and grants to Secured Parties, a security interest in and to all of Debtor's right, title and interest in and to the following (such property being hereinafter sometimes called the "Collateral"): (a) all accounts, accounts receivable, documents, instruments, chattel paper, and general intangibles of Debtor and all products and proceeds thereof; and (b) all equipment, inventory, machinery, and fixtures of Debtor and all accessions thereto and all products and proceeds thereof; provided, however, the Collateral shall exclude (i) all Intellectual Property of Debtor and its subsidiaries (for purposes of this Agreement, "Intellectual Property" means, with respect to any entity, proprietary information, trade secret or knowledge, including, without limitation, confidential information, patents, trademarks, service marks, inventions, products, designs, development techniques, methods, know-how, techniques, systems, processes, software programs, works of authorship, formulae and any other information of a technical nature), and (ii) all accounts, accounts receivable, documents, instruments, chattel paper, general intangibles, equipment,

EXHIBIT 10.21.2 SECURITY AGREEMENT THIS SECURITY AGREEMENT ("Agreement"), dated as of November 2, 2000, is by and among Probex Corp., a Delaware corporation ("Debtor"), Cambridge Strategies Group, LLC, a Texas limited liability company ("Collateral Agent"), Michael and Cindi Crockett, each individual residents of the State of Illinois, and Beachcraft Limited Partnership, a Texas limited partnership (together with Collateral Agent, collectively, "Secured Parties"). RECITALS: A. Concurrently with the execution of this Agreement, Debtor is executing those certain Secured Promissory Notes in the original aggregate principal amount of $1,250,000, in favor of Secured Parties (as amended, restated or modified, the "Notes"). B. The execution and delivery of this Agreement is required by the terms of the Notes and is a condition to their effectiveness. NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Security Interest and Pledge Section 1. Security Interest and Pledge. As collateral security for the prompt payment in full when due of all of the obligations, indebtedness and liabilities of Debtor to Secured Parties arising pursuant to or in connection with the Notes or this Agreement, whether now existing or hereafter arising, whether direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, Debtor hereby pledges and grants to Secured Parties, a security interest in and to all of Debtor's right, title and interest in and to the following (such property being hereinafter sometimes called the "Collateral"): (a) all accounts, accounts receivable, documents, instruments, chattel paper, and general intangibles of Debtor and all products and proceeds thereof; and (b) all equipment, inventory, machinery, and fixtures of Debtor and all accessions thereto and all products and proceeds thereof; provided, however, the Collateral shall exclude (i) all Intellectual Property of Debtor and its subsidiaries (for purposes of this Agreement, "Intellectual Property" means, with respect to any entity, proprietary information, trade secret or knowledge, including, without limitation, confidential information, patents, trademarks, service marks, inventions, products, designs, development techniques, methods, know-how, techniques, systems, processes, software programs, works of authorship, formulae and any other information of a technical nature), and (ii) all accounts, accounts receivable, documents, instruments, chattel paper, general intangibles, equipment, inventory, machinery, and fixtures and all accessions thereto and all products and proceeds thereof of Debtor's subsidiary, Probex Fluids Recovery, Inc. ("PFR")

and all capital stock of PFR (collectively, the "PFR Assets"), all of which are subject to a lien and security interest in favor of Pennzoil-Quaker State Company. Section 1. 2 Obligations. The Collateral shall secure the following obligations, indebtedness and liabilities of Debtor (all such obligations and indebtedness being hereinafter sometimes called the "Obligations"): (a) the obligations and indebtedness of Debtor to Secured Parties evidenced by the Notes; (b) all costs and expenses, including, without limitation, all attorneys' fees and legal expenses, incurred by Collateral Agent to preserve and maintain the Collateral, collect the obligations herein described, and enforce this Agreement;

and all capital stock of PFR (collectively, the "PFR Assets"), all of which are subject to a lien and security interest in favor of Pennzoil-Quaker State Company. Section 1. 2 Obligations. The Collateral shall secure the following obligations, indebtedness and liabilities of Debtor (all such obligations and indebtedness being hereinafter sometimes called the "Obligations"): (a) the obligations and indebtedness of Debtor to Secured Parties evidenced by the Notes; (b) all costs and expenses, including, without limitation, all attorneys' fees and legal expenses, incurred by Collateral Agent to preserve and maintain the Collateral, collect the obligations herein described, and enforce this Agreement; (c) all extensions, renewals and modifications of any of the foregoing. Representations and Warranties To induce Secured Parties to enter into this Agreement, Debtor represents and warrants to Secured Parties that: Section 2.1 Title. Except for the security interest granted herein, Debtor owns, and with respect to the Collateral acquired after the date hereof Debtor will own, the Collateral free and clear of any lien, security interest, or other encumbrance. Section 2.2 Accounts. Unless Debtor has given Collateral Agent written notice to the contrary, whenever the security interest granted hereunder attaches to an account, Debtor shall be deemed to have represented and warranted to Secured Parties as to each and all of its accounts that (i) each account is genuine and in all respects what it purports to be, (ii) each account represents the legal, valid, and binding obligation of the account debtor evidencing indebtedness unpaid and owed by such account debtor arising out of the performance of labor or services by Debtor or the sale or lease of goods by Debtor, (iii) the amount of each account represented as owing is the correct amount actually and unconditionally owing except for normal trade discounts granted in the ordinary course of business, and (iv) no account is subject to any offset, counterclaim, or other defense. Section 2.3 Financing Statements. No financing statement, security agreement, or other lien instrument covering all or any part of the Collateral is on file in any public office, except as may have been filed in favor of Collateral Agent pursuant to this Agreement. Section 2.4 Organization and Authority. Debtor is a corporation duly organized, validly existing, and in good standing under the laws of its state of incorporation. Debtor has the corporate power and authority to execute, deliver, and perform this Agreement, and the execution, delivery, and performance of this Agreement by Debtor has been authorized by all necessary corporate action on the part of Debtor and does not and will not violate any law, rule or regulation or the articles of incorporation or bylaws of Debtor and does not and will not conflict with, result in a breach of, or constitute a default under the provisions of any indenture, mortgage, deed of trust, security agreement, or other instrument or agreement pursuant to which Debtor or any of its property is bound. 2

Section 2.5 Principal Place of Business. The principal place of business and chief executive office of Debtor, and the office where Debtor keeps its books and records, is located at the address of Debtor shown beside its name on the signature page hereof. Section 2.6 Location of Collateral. All inventory, machinery, and equipment of Debtor are located in Dallas County or Denton County, Texas. Affirmative and Negative Covenants Debtor covenants and agrees with Secured Parties that: Section 3.1 Maintenance. Debtor shall maintain the Collateral in good operating condition and repair and shall not

Section 2.5 Principal Place of Business. The principal place of business and chief executive office of Debtor, and the office where Debtor keeps its books and records, is located at the address of Debtor shown beside its name on the signature page hereof. Section 2.6 Location of Collateral. All inventory, machinery, and equipment of Debtor are located in Dallas County or Denton County, Texas. Affirmative and Negative Covenants Debtor covenants and agrees with Secured Parties that: Section 3.1 Maintenance. Debtor shall maintain the Collateral in good operating condition and repair and shall not permit any waste or destruction of the Collateral or any part thereof. Debtor shall not use or permit the Collateral to be used in violation of any law or inconsistently with the terms of any policy of insurance. Debtor shall not use or permit the Collateral to be used in any manner or for any purpose that would impair the value of the Collateral or expose the Collateral to unusual risk. Section 3.2 Encumbrances. Debtor shall not create, permit, or suffer to exist, and shall defend the Collateral against, any lien, security interest, or other encumbrance on the Collateral except the pledge and security interest of Secured Parties hereunder, and shall defend Debtor's rights in the Collateral and Secured Parties' security interest in the Collateral against the claims of all others. Section 3.3 Modification of Collateral. Debtor shall do nothing to impair the rights of Secured Parties in the Collateral. Without the prior written consent of Collateral Agent, Debtor shall not grant any extension of time for any payment with respect to the Collateral, or compromise, compound, or settle any of the Collateral, or release in whole or in part any person or entity liable for payment with respect to the Collateral, or allow any credit or discount for payment with respect to the Collateral other than normal trade discounts granted in the ordinary course of business, or release any lien, security interest, or assignment securing the Collateral, or otherwise amend or modify any of the Collateral. Section 3.4 Sale of Collateral. Debtor shall not sell, assign, or otherwise dispose of the Collateral or any part thereof without the prior written consent of Collateral Agent. Section 3.5 Further Assurances. At any time and from time to time, upon the request of Collateral Agent, and at the sole expense of Debtor, Debtor shall promptly execute and deliver all such further instruments and documents and take such further action as Secured Parties may deem necessary or desirable to preserve and perfect their security interest in the Collateral and carry out the provisions and purposes of this Agreement, including, without limitation, the execution and filing of such financing statements as Collateral Agent may require. A carbon, photographic, or other reproduction of this Agreement or of any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement and may be filed as a financing statement. 3

Section 3.6 Risk of Loss; Insurance. Debtor shall be responsible for any loss of or damage to the Collateral. Debtor shall maintain, with financially sound and reputable companies, insurance policies (i) insuring the Collateral against loss by fire, explosion, theft, and such other risks and casualties as are customarily insured against by companies engaged in the same or a similar business, and (ii) insuring Debtor and Secured Parties against liability for personal injury and property damage relating to the Collateral, such policies to be in such amounts and covering such risks as are customarily insured against by companies engaged in the same or a similar business, with losses payable to Debtor and Secured Parties as their respective interests may appear. All insurance with respect to the Collateral shall provide that no cancellation, reduction in amount, or change in coverage thereof shall be effective unless Collateral Agent has received thirty (30) days prior written notice thereof. Debtor shall deliver to Collateral Agent copies of all insurance policies covering the Collateral or any part thereof. Section 3.7 Warehouse Receipts Non-Negotiable. Debtor agrees that if any warehouse receipt or receipt in the nature of a warehouse receipt is issued with respect to any of its inventory, such warehouse receipt or receipt in the nature thereof shall not be "negotiable" (as such term is used in Section 7-104 of the Uniform Commercial

Section 3.6 Risk of Loss; Insurance. Debtor shall be responsible for any loss of or damage to the Collateral. Debtor shall maintain, with financially sound and reputable companies, insurance policies (i) insuring the Collateral against loss by fire, explosion, theft, and such other risks and casualties as are customarily insured against by companies engaged in the same or a similar business, and (ii) insuring Debtor and Secured Parties against liability for personal injury and property damage relating to the Collateral, such policies to be in such amounts and covering such risks as are customarily insured against by companies engaged in the same or a similar business, with losses payable to Debtor and Secured Parties as their respective interests may appear. All insurance with respect to the Collateral shall provide that no cancellation, reduction in amount, or change in coverage thereof shall be effective unless Collateral Agent has received thirty (30) days prior written notice thereof. Debtor shall deliver to Collateral Agent copies of all insurance policies covering the Collateral or any part thereof. Section 3.7 Warehouse Receipts Non-Negotiable. Debtor agrees that if any warehouse receipt or receipt in the nature of a warehouse receipt is issued with respect to any of its inventory, such warehouse receipt or receipt in the nature thereof shall not be "negotiable" (as such term is used in Section 7-104 of the Uniform Commercial Code as adopted by the State of Texas). Section 3.8 Inspection Rights. Debtor shall permit Collateral Agent and its representatives to examine or inspect the Collateral wherever located and to examine, inspect, and copy Debtor's books and records at any reasonable time and as often as Collateral Agent may desire. Section 3.9 Taxes. Debtor agrees to pay or discharge prior to delinquency all taxes, assessments, levies, and other governmental charges imposed on it or its property, except Debtor shall not be required to pay or discharge any tax, assessment, levy, or other governmental charge if (i) the amount or validity thereof is being contested by Debtor in good faith by appropriate proceedings diligently pursued, (ii) such proceedings do not involve any risk of sale, forfeiture, or loss of the Collateral or any interest therein, and (iii) adequate reserves therefor have been established in conformity with generally accepted accounting principles. Section 3.10 Obligations. Debtor shall duly and punctually pay and perform the Obligations. Section 3.11 Notification. Debtor shall promptly notify Collateral Agent of (i) any lien, security interest, encumbrance, or claim made or threatened against the Collateral, (ii) any material change in the Collateral, including, without limitation, any material damage to or loss of the Collateral, and (iii) the occurrence or existence of any Event of Default (as defined in the Notes) or the occurrence or existence of any condition or event that, with the giving of notice or lapse of time or both, would be an Event of Default. Section 3.12 Corporate Changes. Debtor shall not change its name, identity, or corporate structure in any manner that might make any financing statement filed in connection with this Agreement seriously misleading unless Debtor shall have given Collateral Agent thirty (30) days prior written notice thereof and shall have taken all action deemed necessary or desirable by Collateral Agent to make each financing statement not seriously misleading. Debtor shall not change its principal place of business, chief executive office, or the place where it keeps its books and 4

records unless it shall have given Collateral Agent thirty (30) days prior written notice thereof and shall have taken all action deemed necessary or desirable by Collateral Agent to cause the security interest in the Collateral to be perfected with the priority required by this Agreement. Section 3.13 Books and Records; Information. Debtor shall keep accurate and complete books and records of the Collateral and Debtor's business and financial condition in accordance with generally accepted accounting principles consistently applied. Debtor shall from time to time at the request of Collateral Agent deliver to Collateral Agent such information regarding the Collateral and Debtor as Collateral Agent may request, including, without limitation, lists and descriptions of the Collateral and evidence of the identity and existence of the Collateral. Debtor shall mark its books and records to reflect the security interest of Secured Parties under this Agreement. Section 3.14 Compliance with Agreements. Debtor shall comply in all material respects with all mortgages, deeds

records unless it shall have given Collateral Agent thirty (30) days prior written notice thereof and shall have taken all action deemed necessary or desirable by Collateral Agent to cause the security interest in the Collateral to be perfected with the priority required by this Agreement. Section 3.13 Books and Records; Information. Debtor shall keep accurate and complete books and records of the Collateral and Debtor's business and financial condition in accordance with generally accepted accounting principles consistently applied. Debtor shall from time to time at the request of Collateral Agent deliver to Collateral Agent such information regarding the Collateral and Debtor as Collateral Agent may request, including, without limitation, lists and descriptions of the Collateral and evidence of the identity and existence of the Collateral. Debtor shall mark its books and records to reflect the security interest of Secured Parties under this Agreement. Section 3.14 Compliance with Agreements. Debtor shall comply in all material respects with all mortgages, deeds of trust, instruments, and other agreements binding on it or affecting its properties or business. Section 3.15 Compliance with Laws. Debtor shall comply with all applicable laws, rules, regulations, and orders of any court or governmental authority. Section 3.16 Location of Collateral. Debtor shall not move any of its equipment, machinery, or inventory from the locations specified herein without the prior written consent of Collateral Agent. Section 3.17 Intellectual Property. So long as any of the Obligations remain outstanding, Debtor shall not create, permit, or suffer to exist, any lien, security interest, or other encumbrance on, and shall not sell, assign, or otherwise dispose of, the Intellectual Property, in any case without the prior written consent of Collateral Agent. Rights of Secured Parties and Debtor Section 4.1 Power of Attorney. DEBTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS COLLATERAL AGENT AND ANY OFFICER OR AGENT THEREOF, WITH FULL POWER OF SUBSTITUTION, AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT WITH FULL IRREVOCABLE POWER AND AUTHORITY IN THE PLACE AND STEAD AND IN THE NAME OF DEBTOR OR IN ITS OWN NAME, FROM TIME TO TIME IN COLLATERAL AGENT'S DISCRETION, TO TAKE ANY AND ALL ACTION AND TO EXECUTE ANY AND ALL DOCUMENTS AND INSTRUMENTS WHICH MAY BE NECESSARY OR DESIRABLE TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT. THIS POWER OF ATTORNEY IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE. Collateral Agent shall not be under any duty to exercise or withhold the exercise of any of the rights, powers, privileges, and options expressly or implicitly granted to Secured Parties in this Agreement, and shall not be liable for any failure to do so or any delay in doing so. Collateral Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or in its capacity as attorney-in-fact except acts or omissions resulting from its willful misconduct. This power of attorney is conferred on Collateral Agent solely to protect, preserve, and realize upon Secured Parties' security interest in the Collateral. 5

Section 4.2 Secured Parties' Duty of Care. Other than the exercise of reasonable care in the physical custody of the Collateral while held by Secured Parties hereunder, Secured Parties shall not have any responsibility for or obligation or duty with respect to all or any part of the Collateral or any matter or proceeding arising out of or relating thereto, including, without limitation, any obligation or duty to collect any sums due in respect thereof or to protect or preserve any rights against prior parties or any other rights pertaining thereto, it being understood and agreed that Debtor shall be responsible for preservation of all rights in the Collateral. Without limiting the generality of the foregoing, Secured Parties shall be conclusively deemed to have exercised reasonable care in the custody of the Collateral if Secured Parties take such action, for purposes of preserving rights in the Collateral, as Debtor may reasonably request in writing, but no failure or omission or delay by Secured Parties in complying with any such request by Debtor, and no refusal by Secured Parties to comply with any such request by Debtor, shall be deemed to be a failure to exercise reasonable care.

Section 4.2 Secured Parties' Duty of Care. Other than the exercise of reasonable care in the physical custody of the Collateral while held by Secured Parties hereunder, Secured Parties shall not have any responsibility for or obligation or duty with respect to all or any part of the Collateral or any matter or proceeding arising out of or relating thereto, including, without limitation, any obligation or duty to collect any sums due in respect thereof or to protect or preserve any rights against prior parties or any other rights pertaining thereto, it being understood and agreed that Debtor shall be responsible for preservation of all rights in the Collateral. Without limiting the generality of the foregoing, Secured Parties shall be conclusively deemed to have exercised reasonable care in the custody of the Collateral if Secured Parties take such action, for purposes of preserving rights in the Collateral, as Debtor may reasonably request in writing, but no failure or omission or delay by Secured Parties in complying with any such request by Debtor, and no refusal by Secured Parties to comply with any such request by Debtor, shall be deemed to be a failure to exercise reasonable care. Default Section 5. Rights and Remedies. If any event of default shall occur under either the Notes or this Agreement, Secured Parties shall have all of the rights and remedies of secured parties under the Uniform Commercial Code as adopted by the State of Texas as well as any other rights and remedies permitted under or provided by applicable law. Agreement Among Secured Parties Section 6.1 Financing Statement. Secured Parties together will file one financing statement covering all of the Collateral in the name of the Collateral Agent in order to simultaneously perfect their security interest in the Collateral. Section 6.2 Appointment of Collateral Agent. Collateral Agent is hereby appointed, empowered and authorized to act as the agent-in-fact for each Secured Party for the sole purpose of filing the financing statements and enforcing Secured Parties' rights under their respective Notes and this Agreement. Each Secured Party hereby appoints and authorizes Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to Collateral Agent by the terms hereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement and the Notes, Collateral Agent may, but shall not be required to, exercise discretion or to take any action that it deems reasonable, but shall be required to act or to refrain from acting upon the written instructions of all of Secured Parties; provided, however, that Collateral Agent shall not be required to take any action that is contrary to this Agreement, the Notes or applicable law. Section 6.3 Duties. Collateral Agent shall have the exclusive authority to seek administration, enforcement and collection of the Debtor's obligations under each of the Notes and this Agreement. Absent the unwillingness of Collateral Agent to enforce Secured Parties' rights under this Agreement, Secured Parties shall refrain from independently seeking collection and enforcement of the obligations under this Agreement. If one of Secured Parties shall obtain any 6

payment or funds, except as otherwise expressly provided for herein (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise), in excess of its pro rata share of payments, such recipient Secured Party shall pay to the Collateral Agent its pro rata share of such excess payment or funds, and Collateral Agent shall reallocate such funds pro rata among all of Secured Parties. If all or a portion of any payment received by one of Secured Parties is held to constitute a preference or otherwise recovered under the bankruptcy laws, or if for any other reason such Secured Party is required to refund such payment or pay the amount thereof to Debtor or any third party, the Collateral Agent shall pay such Secured Party its pro rata share of such recovered payment. Section 6.4 Enforcement. Upon enforcement and collection of the obligations in whole or in part under this Agreement, Secured Parties will share pro rata in the proceeds resulting from such collections based upon the ratio of the amount due and owing to Secured Parties under their respective Notes to the aggregate amount due and owing under all of the Notes.

payment or funds, except as otherwise expressly provided for herein (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise), in excess of its pro rata share of payments, such recipient Secured Party shall pay to the Collateral Agent its pro rata share of such excess payment or funds, and Collateral Agent shall reallocate such funds pro rata among all of Secured Parties. If all or a portion of any payment received by one of Secured Parties is held to constitute a preference or otherwise recovered under the bankruptcy laws, or if for any other reason such Secured Party is required to refund such payment or pay the amount thereof to Debtor or any third party, the Collateral Agent shall pay such Secured Party its pro rata share of such recovered payment. Section 6.4 Enforcement. Upon enforcement and collection of the obligations in whole or in part under this Agreement, Secured Parties will share pro rata in the proceeds resulting from such collections based upon the ratio of the amount due and owing to Secured Parties under their respective Notes to the aggregate amount due and owing under all of the Notes. Miscellaneous Section 7.1 No Waiver; Cumulative Remedies. No failure on the part of Secured Parties to exercise and no delay in exercising, and no course of dealing with respect to, any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided for in this Agreement are cumulative and not exclusive of any rights and remedies provided by law. Section 7.2 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Debtor and Secured Parties and their respective heirs, personal representatives, successors and assigns, except that Debtor may not assign any of its rights or obligations under this Agreement without the prior written consent of Secured Parties. Section 7.3 Amendment; Entire Agreement. THIS AGREEMENT EMBODIES THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO. The provisions of this Agreement may be amended or waived only by an instrument in writing signed by the parties hereto. Section 7.4 Notices. All notices and other communications provided for in this Agreement shall be given or made in writing and telecopied, mailed by certified mail return receipt requested, or delivered to the intended recipient at the "Address for Notices" specified beside its name on the signature pages hereof; or, as to any party at such other address as shall be designated by such party in a notice to the other party given in accordance with this Section. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given when transmitted by telecopy, subject to telephone confirmation of receipt, or when personally delivered 7

or, in the case of a mailed notice, three (3) days business days after deposit in the mails, in each case given or addressed as aforesaid. Section 7.5 Applicable Law; Venue; Service of Process. This Agreement shall be governed by and construed in accordance with the laws of the State of TEXAS and the applicable laws of the United States of America. Section 7.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Section 7.7 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction

or, in the case of a mailed notice, three (3) days business days after deposit in the mails, in each case given or addressed as aforesaid. Section 7.5 Applicable Law; Venue; Service of Process. This Agreement shall be governed by and construed in accordance with the laws of the State of TEXAS and the applicable laws of the United States of America. Section 7.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Section 7.7 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Section 7.8 Headings. The headings, captions and arrangements used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. Section 7.9 Construction. Debtor and Secured Parties acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement with its legal counsel and that this Agreement shall be construed as if jointly drafted by Debtor and Secured Parties. [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first written above. DEBTOR: PROBEX CORP., a Delaware corporation Address:
13355 Noel Road, Suite 1200 Dallas, Texas 75240 Attn: Bruce A. Hall, CFO Facsimile: (972) 980-8545 /s/ M. R. MACDONALD ------------------------------Name: M. R. MacDonald -----------------------------Title: Senior Vice President ---------------------------By:

SECURED PARTIES: CAMBRIDGE STRATEGIES GROUP, LLC Address:
P.O. Box 117661 Carrollton, TX 75011-7661 Attn: Ronald Tiso Facsimile: (972) 492-4092 /s/ RONALD JAMES TISO ------------------------------Name: Ronald James Tiso -----------------------------Title: Managing Partner By:

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first written above. DEBTOR: PROBEX CORP., a Delaware corporation Address:
13355 Noel Road, Suite 1200 Dallas, Texas 75240 Attn: Bruce A. Hall, CFO Facsimile: (972) 980-8545 By: /s/ M. R. MACDONALD ------------------------------Name: M. R. MacDonald -----------------------------Title: Senior Vice President ----------------------------

SECURED PARTIES: CAMBRIDGE STRATEGIES GROUP, LLC Address:
P.O. Box 117661 Carrollton, TX 75011-7661 Attn: Ronald Tiso Facsimile: (972) 492-4092 /s/ RONALD JAMES TISO ------------------------------Name: Ronald James Tiso -----------------------------Title: Managing Partner ---------------------------By:

Address: 5517 N. Kildare Ave. Chicago, IL 60630 Attn: Michael Crockett Facsimile:______________

----------------------------------Michael Crockett

----------------------------------Cindi Crockett

BEACHCRAFT LIMITED PARTNERSHIP Address: P.O. Box 280 Cookville, TX 75558 Attn: ___________________ Facsimile: ______________ By: /s/ JIM McCOURT ------------------------------Name: By Jim McCourt as General Partner -----------------------------Title: for Beachcraft Partnership Trust for Beachcraft Limited Partnership ----------------------------

9

EXHIBIT 10.22.1

PROBEX FLUIDS RECOVERY, INC.

EXHIBIT 10.22.1

PROBEX FLUIDS RECOVERY, INC. $12,500,000 of 7% Senior Secured Convertible Notes, Due November 28, 2004

NOTE PURCHASE AGREEMENT

Dated as of November 29, 2000

TABLE OF CONTENTS
Page ---AUTHORIZATION OF NOTES.........................................................1 Authorization of Notes....................................................1 Authorization of Probex Common Stock......................................1 Guarantees................................................................1 SALE AND PURCHASE OF NOTES.....................................................1 CLOSING........................................................................2 CONDITIONS TO CLOSING; CLOSING Purchasers' Conditions to Closing Deliveries of the Closing Deliveries of the Closing Deliveries of the DELIVERIES......................................2 Closing.........................................2 Company and Probex..............................4 Collateral Agent................................5 Purchasers......................................6

1 1.1 1.2 1.3 2 3 4 4.1 4.2 4.3 4.4 5 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 5.9 5.10 5.11 5.12 5.13 5.14 5.15 5.16 5.17 5.18 5.19 5.20 5.21 5.22 5.23 5.24 5.25 5.26

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND PROBEX......................................................6 Organization; Power and Authority.........................................6 Authorization, etc........................................................6 Ownership of Company Stock................................................7 Capitalization............................................................7 Corporate Records.........................................................7 Disclosure................................................................7 Organization and Ownership of Shares of Subsidiaries; Affiliates..........8 Consents..................................................................8 Financial Statements......................................................8 Liabilities and Obligations...............................................8 Compliance with Laws and Instruments......................................8 [Intentionally omitted....................................................9 Litigation; Observance of Agreements, Statutes and Orders.................9 Taxes.....................................................................9 Title to Property; Leases.................................................9 Commitments..............................................................10 Licenses, Permits, etc...................................................12 Insurance................................................................12 Compliance with ERISA....................................................13 Private Offering by the Company..........................................13 Use of Proceeds; Margin Regulations......................................14 Existing Debt; Future Liens..............................................14 Environmental Matters....................................................14 Collateral Matters.......................................................15 Parity of Obligations....................................................15 Solvency.................................................................15

i

TABLE OF CONTENTS
Page ---AUTHORIZATION OF NOTES.........................................................1 Authorization of Notes....................................................1 Authorization of Probex Common Stock......................................1 Guarantees................................................................1 SALE AND PURCHASE OF NOTES.....................................................1 CLOSING........................................................................2 CONDITIONS TO CLOSING; CLOSING Purchasers' Conditions to Closing Deliveries of the Closing Deliveries of the Closing Deliveries of the DELIVERIES......................................2 Closing.........................................2 Company and Probex..............................4 Collateral Agent................................5 Purchasers......................................6

1 1.1 1.2 1.3 2 3 4 4.1 4.2 4.3 4.4 5 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 5.9 5.10 5.11 5.12 5.13 5.14 5.15 5.16 5.17 5.18 5.19 5.20 5.21 5.22 5.23 5.24 5.25 5.26

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND PROBEX......................................................6 Organization; Power and Authority.........................................6 Authorization, etc........................................................6 Ownership of Company Stock................................................7 Capitalization............................................................7 Corporate Records.........................................................7 Disclosure................................................................7 Organization and Ownership of Shares of Subsidiaries; Affiliates..........8 Consents..................................................................8 Financial Statements......................................................8 Liabilities and Obligations...............................................8 Compliance with Laws and Instruments......................................8 [Intentionally omitted....................................................9 Litigation; Observance of Agreements, Statutes and Orders.................9 Taxes.....................................................................9 Title to Property; Leases.................................................9 Commitments..............................................................10 Licenses, Permits, etc...................................................12 Insurance................................................................12 Compliance with ERISA....................................................13 Private Offering by the Company..........................................13 Use of Proceeds; Margin Regulations......................................14 Existing Debt; Future Liens..............................................14 Environmental Matters....................................................14 Collateral Matters.......................................................15 Parity of Obligations....................................................15 Solvency.................................................................15

i

TABLE OF CONTENTS
Page ---No Burdensome Restrictions...........................................16 REPRESENTATIONS OF THE PURCHASERS.........................................16 Purchase for Investment..............................................16 INFORMATION AS TO COMPANY.................................................16 Financial and Business Information...................................16 Officer's Certificate................................................18 Inspection...........................................................18 AFFIRMATIVE COVENANTS.....................................................19 Compliance with Law..................................................19 Insurance............................................................19 Maintenance of Properties............................................19 Payment of Taxes and Claims..........................................20

5.27 6 6.1 7 7.1 7.2 7.3 8 8.1 8.2 8.3 8.4

TABLE OF CONTENTS
Page ---No Burdensome Restrictions...........................................16 REPRESENTATIONS OF THE PURCHASERS.........................................16 Purchase for Investment..............................................16 INFORMATION AS TO COMPANY.................................................16 Financial and Business Information...................................16 Officer's Certificate................................................18 Inspection...........................................................18 AFFIRMATIVE COVENANTS.....................................................19 Compliance with Law..................................................19 Insurance............................................................19 Maintenance of Properties............................................19 Payment of Taxes and Claims..........................................20 Corporate Existence, etc.............................................20 Notes and Guaranty to Rank Pari Passu................................20 Further Assurances...................................................20 Holder Representative................................................21 Future Subsidiary Guarantors.........................................21 Stockholder Approval.................................................21 NEGATIVE COVENANTS........................................................21 Transactions with Affiliates.........................................21 Merger, Consolidation, etc...........................................21 Liens................................................................22 Limitations on Debt and Preferred Stock..............................23 Limitation on Restricted Payments....................................24 Limitation on Investment.............................................24 Sale of Assets.......................................................25 Limitation on Restrictive Agreements.................................25 Ownership of the Company.............................................25 Line of Business.....................................................25 Future Contract......................................................25 EVENTS OF DEFAULT.........................................................25

5.27 6 6.1 7 7.1 7.2 7.3 8 8.1 8.2 8.3 8.4 8.5 8.6 8.7 8.8 8.9 8.10 9 9.1 9.2 9.3 9.4 9.5 9.6 9.7 9.8 9.9 9.10 9.11 10

ii

TABLE OF CONTENTS
Page ---REMEDIES ON DEFAULT, ETC..................................................28 Acceleration; Conversion.............................................28 Other Remedies.......................................................29 Rescission...........................................................29 REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.............................29 Registration of Notes................................................29 Transfer and Exchange of Notes.......................................30 Replacement of Notes.................................................30 PAYMENT OF NOTES..........................................................30 Place of Payment.....................................................30 Home Office Payment..................................................31 EXPENSES, ETC.............................................................31 Transaction Expenses.................................................31 Survival.............................................................31 SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT..........................................................31 AMENDMENT AND WAIVER......................................................32

11 11.1 11.2 11.3 12 12.1 12.2 12.3 13 13.1 13.2 14 14.1 14.2 15

16

TABLE OF CONTENTS
Page ---REMEDIES ON DEFAULT, ETC..................................................28 Acceleration; Conversion.............................................28 Other Remedies.......................................................29 Rescission...........................................................29 REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.............................29 Registration of Notes................................................29 Transfer and Exchange of Notes.......................................30 Replacement of Notes.................................................30 PAYMENT OF NOTES..........................................................30 Place of Payment.....................................................30 Home Office Payment..................................................31 EXPENSES, ETC.............................................................31 Transaction Expenses.................................................31 Survival.............................................................31 SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT..........................................................31 AMENDMENT AND WAIVER......................................................32 Requirements.........................................................32 Solicitation of Holders of Notes.....................................32 Binding Effect, etc..................................................33 Notes Held by Company, etc...........................................33 NOTICES...................................................................33 REPRODUCTION OF DOCUMENTS.................................................34 SUBSTITUTION OF PURCHASER.................................................34 REGISTRATION RIGHTS.......................................................34 Filing and Effectiveness of Registration Statement...................34 Obligations Of Probex................................................35 Obligations Of The Holder............................................37 Expenses Of Registration.............................................38 Indemnification And Contribution.....................................38 Rule 144.............................................................41 HOLDER REPRESENTATIVE.....................................................41 Election of Holder Representative....................................41

11 11.1 11.2 11.3 12 12.1 12.2 12.3 13 13.1 13.2 14 14.1 14.2 15

16 16.1 16.2 16.3 16.4 17 18 19 20 20.1 20.2 20.3 20.4 20.5 20.6 21 21.1

22 22.1 22.2 22.3 22.4 22.5 22.6 22.7 22.8

Page ---MISCELLANEOUS.............................................................42 Successors and Assigns...............................................42 Payments Due on Non-Business Days....................................42 Severability.........................................................42 Construction.........................................................42 Counterparts.........................................................42 Governing Law; Jurisdiction and Service of Process...................42 Agent for Service of Process.........................................43 Waiver of Jury Trial.................................................43

SCHEDULES Schedule A Schedule B Schedule 4.2(q) Schedule 4.1(h) Schedule 4.4(a) Schedule 4.4(b) Schedule 4.4(c)

Information Relating to Purchasers Defined Terms Certificate of Title Changes in Corporate Structure Company Wiring Instructions Pennzoil Wiring Instructions Escrow Agent Wiring Instructions

22 22.1 22.2 22.3 22.4 22.5 22.6 22.7 22.8

Page ---MISCELLANEOUS.............................................................42 Successors and Assigns...............................................42 Payments Due on Non-Business Days....................................42 Severability.........................................................42 Construction.........................................................42 Counterparts.........................................................42 Governing Law; Jurisdiction and Service of Process...................42 Agent for Service of Process.........................................43 Waiver of Jury Trial.................................................43

SCHEDULES Schedule A Schedule B Schedule 4.2(q) Schedule 4.1(h) Schedule 4.4(a) Schedule 4.4(b) Schedule 4.4(c) Schedule 5.3 Schedule 5.4 Schedule 5.6 Schedule 5.8 Schedule 5.9 Schedule 5.10 Schedule 5.11 Schedule 5.1 Schedule 5.15

Schedule Schedule Schedule Schedule Schedule Schedule

5.16 5.17 5.18 5.21 5.22 5.23

Information Relating to Purchasers Defined Terms Certificate of Title Changes in Corporate Structure Company Wiring Instructions Pennzoil Wiring Instructions Escrow Agent Wiring Instructions Ownership of Company Stock Subsidiaries Disclosure Consents Financial Statements Liabilities Compliance with laws Litigation Title to Property; Leases (a) Real Property (b) Personal Property (c) Leases (d) Right to Use Assets Commitments Licenses, Permits, etc. Insurance Use of Proceeds Existing Debt Environmental Matters

iv

TABLE OF CONTENTS
Pag ---

EXHIBITS Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit 1 2 4.1(c) 4.2(k) 4.2(l) 4.2(m) 4.2(n 4.2(o) Form Form Form Form Form Form Form Form of of of of of of of of Note Collateral Agency Agreement Opinion of Counsel for the Company Security Agreement Pledge Agreement Guaranty Agreement Lock Up Escrow Agreement

v

PROBEX FLUIDS RECOVERY, INC. 13355 NOEL ROAD, SUITE 1200 DALLAS, TEXAS 75240

TABLE OF CONTENTS
Pag ---

EXHIBITS Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit 1 2 4.1(c) 4.2(k) 4.2(l) 4.2(m) 4.2(n 4.2(o) Form Form Form Form Form Form Form Form of of of of of of of of Note Collateral Agency Agreement Opinion of Counsel for the Company Security Agreement Pledge Agreement Guaranty Agreement Lock Up Escrow Agreement

v

PROBEX FLUIDS RECOVERY, INC. 13355 NOEL ROAD, SUITE 1200 DALLAS, TEXAS 75240 NOTE PURCHASE AGREEMENT $12,500,000 of 7% Senior Secured Convertible Notes, Due November 28, 2004 Dated as of November 29, 2000 TO EACH OF THE PURCHASERS LISTED IN THE ATTACHED SCHEDULE A: Ladies and Gentlemen: PROBEX FLUIDS RECOVERY, INC., a Delaware corporation (the "Company") and Probex Corp., a Delaware corporation ("Probex"), agree with each of the purchasers named in Schedule A to this Agreement (the "Purchasers") and the Collateral Agent as set forth below. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. 1. AUTHORIZATION OF NOTES 1.1. Authorization of Notes. The Company will authorize the issue and sale of $12,500,000 of 7% Senior Secured Convertible Notes, Due November 28, 2004 (the "Notes") such term to include any such notes issued in substitution therefore pursuant to Section 12 of this Agreement. The Notes shall be substantially in the form set out in Exhibit 1 with such changes therefrom, if any, as may be approved by you and the Company. 1.2. Authorization of Probex Common Stock. Probex will authorize and will reserve for issuance as necessary at all times that number of shares of Probex Common Stock necessary for the conversion of Notes as provided in Section 2 of the Notes. 1.3. Guarantees. The payment and performance obligations of the Company under and pursuant to this Agreement and the Notes are to be fully and unconditionally guaranteed by Probex pursuant to the Guaranty Agreement. 2. SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite each Purchaser's name in Schedule A

PROBEX FLUIDS RECOVERY, INC. 13355 NOEL ROAD, SUITE 1200 DALLAS, TEXAS 75240 NOTE PURCHASE AGREEMENT $12,500,000 of 7% Senior Secured Convertible Notes, Due November 28, 2004 Dated as of November 29, 2000 TO EACH OF THE PURCHASERS LISTED IN THE ATTACHED SCHEDULE A: Ladies and Gentlemen: PROBEX FLUIDS RECOVERY, INC., a Delaware corporation (the "Company") and Probex Corp., a Delaware corporation ("Probex"), agree with each of the purchasers named in Schedule A to this Agreement (the "Purchasers") and the Collateral Agent as set forth below. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. 1. AUTHORIZATION OF NOTES 1.1. Authorization of Notes. The Company will authorize the issue and sale of $12,500,000 of 7% Senior Secured Convertible Notes, Due November 28, 2004 (the "Notes") such term to include any such notes issued in substitution therefore pursuant to Section 12 of this Agreement. The Notes shall be substantially in the form set out in Exhibit 1 with such changes therefrom, if any, as may be approved by you and the Company. 1.2. Authorization of Probex Common Stock. Probex will authorize and will reserve for issuance as necessary at all times that number of shares of Probex Common Stock necessary for the conversion of Notes as provided in Section 2 of the Notes. 1.3. Guarantees. The payment and performance obligations of the Company under and pursuant to this Agreement and the Notes are to be fully and unconditionally guaranteed by Probex pursuant to the Guaranty Agreement. 2. SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite each Purchaser's name in Schedule A at the purchase price of 100% of the principal amount thereof (the "Purchase Price"). The obligation of each Purchaser shall be several and not joint and no Purchaser shall have any obligation or any liability to any Person for the performance or non-performance by any other Purchaser hereunder. 1

3. CLOSING. The sale and purchase of the Notes shall occur at the offices of Jackson Walker L.L.P., 901 Main Street, Suite 6000, Dallas, Texas 75202, at 10:00 a.m., Central time, at a closing (the "Closing") on November 29, 2000 or on such other Business Day thereafter as may be agreed upon by the Company and the Purchasers (the "Closing Date"). 4. CONDITIONS TO CLOSING; CLOSING DELIVERIES. The obligations of each of the parties hereto to make the closing deliveries set forth in Sections 4.2, 4.3 or 4.4, respectively, shall be conditioned upon the simultaneous delivery of the closing deliveries required to be made by the other parties hereto pursuant to Sections 4.2, 4.3 or 4.4, respectively. 4.1. Purchasers' Conditions to Closing. Each Purchaser's obligation to purchase and pay for the Notes to be sold

3. CLOSING. The sale and purchase of the Notes shall occur at the offices of Jackson Walker L.L.P., 901 Main Street, Suite 6000, Dallas, Texas 75202, at 10:00 a.m., Central time, at a closing (the "Closing") on November 29, 2000 or on such other Business Day thereafter as may be agreed upon by the Company and the Purchasers (the "Closing Date"). 4. CONDITIONS TO CLOSING; CLOSING DELIVERIES. The obligations of each of the parties hereto to make the closing deliveries set forth in Sections 4.2, 4.3 or 4.4, respectively, shall be conditioned upon the simultaneous delivery of the closing deliveries required to be made by the other parties hereto pursuant to Sections 4.2, 4.3 or 4.4, respectively. 4.1. Purchasers' Conditions to Closing. Each Purchaser's obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser's satisfaction, prior to or at the Closing, of the following conditions: (a) Representations and Warranties. The representations and warranties of the Company and Probex in this Agreement shall be true and correct when made and at the time of the Closing; and Purchasers shall have received a certificate of an officer of each of the Company and Probex, dated as of the Closing Date, to the foregoing effect. (b) Performance; No Default. The Company and Probex shall have performed and complied with all agreements and conditions contained in this Agreement and the Guaranty Agreement required to be performed or complied with by it prior to or at the Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Schedule 5.21) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor Probex shall have entered into any transaction since September 30, 2000 (the "Set Date") that would have been prohibited by Section 9 hereof had such Section applied since such date. Purchasers shall have received a certificate of the President of each of the Company and Probex, dated as of the Closing Date, to the foregoing effect. (c) Opinions of Counsel. You shall have received an opinion in form and substance satisfactory to you, dated the date of the Closing from Jenkens & Gilchrist, counsel for the Company and Probex, covering the matters set forth in Exhibit 4.1(c) and covering such other matters incident to the transactions contemplated hereby as you or your counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to you). (d) Collateral Agency Agreement. The Company and Probex shall have acknowledged the execution and delivery of the Collateral Agency Agreement. (e) Purchase Permitted By Applicable Law, etc. On the Closing Date each Purchaser's purchase of Notes shall (a) not violate any applicable law or regulation (including, without limitation, Regulation U, T or X of the Board of Governors of the 2

Federal Reserve System) and (b) not subject any Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by any Purchaser, such Purchaser shall have received an Officer's Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted. (f) Sale of Other Notes. Contemporaneously with the Closing the Company shall sell to the Purchasers and the Purchasers shall purchase the Notes to be purchased by them at the Closing as specified in Schedule A. (g) Payment of Special Counsel Fees. Without limiting the provisions of Section 14.1, the Company shall have paid on or before the Closing the reasonable fees, charges and disbursements of the Purchasers' special counsel. (h) Changes in Corporate Structure. Except as specified in Schedule 4.1(h), neither the Company nor Probex shall have changed its jurisdiction of incorporation or been a party to any merger or consolidation nor shall it have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the

Federal Reserve System) and (b) not subject any Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by any Purchaser, such Purchaser shall have received an Officer's Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted. (f) Sale of Other Notes. Contemporaneously with the Closing the Company shall sell to the Purchasers and the Purchasers shall purchase the Notes to be purchased by them at the Closing as specified in Schedule A. (g) Payment of Special Counsel Fees. Without limiting the provisions of Section 14.1, the Company shall have paid on or before the Closing the reasonable fees, charges and disbursements of the Purchasers' special counsel. (h) Changes in Corporate Structure. Except as specified in Schedule 4.1(h), neither the Company nor Probex shall have changed its jurisdiction of incorporation or been a party to any merger or consolidation nor shall it have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.9. (i) Collateral Due Diligence. You shall have received all due diligence you may reasonably request with respect to the Collateral, including, without limitation, all surveys, appraisals, environmental reports, mailed and issued title insurance commitments, UCC filing reports, etc., which is the subject of the Security Documents. Original copies of all such third party reports and other due diligence shall be delivered to the Collateral Agent for safekeeping on your behalf. (j) Consent of Other Lenders. Any consents or approvals required to be obtained from any lender or holder of any outstanding debt of the Company or Probex and any amendments of agreements pursuant to which any debt may have been incurred by the Company and any other consents set forth on Schedule 5.8, which shall be necessary to permit the consummation of the transactions contemplated hereby shall have been obtained and all such consents, approvals or amendments shall be reasonably satisfactory in form and substance to each Purchaser and special counsel to the Purchasers. (k) Closing Deliveries. Purchasers shall have received all documents, duly executed in form satisfactory to Purchasers and their counsel, referred to in Section 4.2. (l) Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to each Purchaser and the Purchasers' special counsel, and each Purchaser and the Purchasers' special counsel shall have received all such counterpart originals or certified or other 3

copies of such documents as each Purchaser or special counsel to the Purchasers' may reasonably request. 4.2. Closing Deliveries of the Company and Probex. At the Closing, the Company and Probex shall deliver to the Purchasers the following, all of which shall be in form and content satisfactory to Purchasers and their counsel: (a) Officer's Certificates. Each of the Company and Probex shall have delivered to you an Officer's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1(a) and (b) have been fulfilled. (b) Secretary's Certificates. Each of the Company and Probex shall have delivered to you a Secretary's Certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement, which resolutions shall be in full force and effect. (c) Existence and Good Standing. Certificates dated within ten days of the Closing, of the Secretary of State of Delaware establishing that the Company and Probex are in existence, have paid all franchise taxes and otherwise are in good standing to transact business in the State of Delaware. (d) Foreign Existence and Good Standing. Certificates dated within ten days of the Closing, of the Secretaries of

copies of such documents as each Purchaser or special counsel to the Purchasers' may reasonably request. 4.2. Closing Deliveries of the Company and Probex. At the Closing, the Company and Probex shall deliver to the Purchasers the following, all of which shall be in form and content satisfactory to Purchasers and their counsel: (a) Officer's Certificates. Each of the Company and Probex shall have delivered to you an Officer's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1(a) and (b) have been fulfilled. (b) Secretary's Certificates. Each of the Company and Probex shall have delivered to you a Secretary's Certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement, which resolutions shall be in full force and effect. (c) Existence and Good Standing. Certificates dated within ten days of the Closing, of the Secretary of State of Delaware establishing that the Company and Probex are in existence, have paid all franchise taxes and otherwise are in good standing to transact business in the State of Delaware. (d) Foreign Existence and Good Standing. Certificates dated within ten days of the Closing, of the Secretaries of State of the states in which the Company is qualified to do business, to the effect that the Company is qualified to do business and is in good standing as a foreign corporation in each of such states. (e) Opinion. An opinion of counsel of Jenkens & Gilchrist, counsel to the Company and Probex, dated as of the Closing, pursuant to Exhibit 4.1(c). (f) Consents. All authorizations, consents, approvals, permits and licenses referenced in Schedule 5.8. (g) Pennzoil Cross-Receipt. A cross-receipt executed by Pennzoil-Quaker State Company ("Pennzoil") acknowledging receipt as of November 29, 2000, of all amounts, including all outstanding principal and accrued but unpaid interest, due under the Note made by Probex and payable to Pennzoil dated September 29, 2000 (the "Pennzoil Debt"). (h) Pennzoil UCC-3's. UCC-3 Termination Statements executed by Pennzoil terminating all financing statements filed by Pennzoil with respect to the Pennzoil Debt. (i) Notes. Each Note made payable to the persons and in the amounts set forth in Schedule A. (j) [Intentionally omitted.] 4

(k) Security Agreement. The Security Agreement, duly executed and delivered by the Company, in substantially the form set forth in Exhibit 4.2(k), together with such other documents as to the Company reasonably requested by the Purchasers in connection with the execution and delivery of the Security Agreement. (l) Pledge Agreement. The Pledge Agreement, duly executed and delivered by Probex, in substantially the form set forth in Exhibit 4.2(l), together with such other documents as to Probex reasonably requested by the Purchasers in connection with the execution and delivery of the Pledge Agreement. (m) Guaranty Agreement. The Guaranty Agreement, duly executed and delivered by Probex, in substantially the form set forth in Exhibit 4.2(m) (as amended, restated, supplemented or otherwise modified from time to time, the "Guaranty Agreement"), together with such other documents as to Probex reasonably requested by the Purchasers in connection with the execution and delivery of the Guaranty Agreement (n) Lock Up Letters. Lock up letters in the form set forth in Exhibit 4.2(n) covering sales of Probex Common Stock for not less than one year from the officers and directors of Probex specified by the Holders. (o) Escrow Agreement. The Escrow Agreement in substantially the form set forth in Exhibit 4.2(o) (the "Escrow

(k) Security Agreement. The Security Agreement, duly executed and delivered by the Company, in substantially the form set forth in Exhibit 4.2(k), together with such other documents as to the Company reasonably requested by the Purchasers in connection with the execution and delivery of the Security Agreement. (l) Pledge Agreement. The Pledge Agreement, duly executed and delivered by Probex, in substantially the form set forth in Exhibit 4.2(l), together with such other documents as to Probex reasonably requested by the Purchasers in connection with the execution and delivery of the Pledge Agreement. (m) Guaranty Agreement. The Guaranty Agreement, duly executed and delivered by Probex, in substantially the form set forth in Exhibit 4.2(m) (as amended, restated, supplemented or otherwise modified from time to time, the "Guaranty Agreement"), together with such other documents as to Probex reasonably requested by the Purchasers in connection with the execution and delivery of the Guaranty Agreement (n) Lock Up Letters. Lock up letters in the form set forth in Exhibit 4.2(n) covering sales of Probex Common Stock for not less than one year from the officers and directors of Probex specified by the Holders. (o) Escrow Agreement. The Escrow Agreement in substantially the form set forth in Exhibit 4.2(o) (the "Escrow Agreement") and simultaneously with the Closing the Company shall have deposited $500,000 in accordance therewith. (p) Evidence of Insurance. A certificate dated within 10 days of the Closing executed by the independent insurance broker of the Company certifying to the existence of the insurance required by the Security Documents and the payment of all premiums thereon. The original of the policies or certificates thereof evidencing such insurance issued by the insurers shall be delivered to the Collateral Agent for safekeeping on your behalf immediately upon receipt thereof by the Company. (q) Original Certificates of Title. Original Certificates of Title to all titled personal property, each of which are listed on Schedule 4.2 (q). 4.3. Closing Deliveries of the Collateral Agent. At the Closing, the Collateral Agent shall deliver to the Purchasers the following, all of which shall be in form and content satisfactory to Purchasers and their counsel: (a) Officer's Certificate of the Collateral Agent. An Officer's Certificate, dated the date of the Closing, certifying that (i) the representations and warranties of the Collateral Agent set forth in Section 2.1(b) of the Intercreditor and Collateral Agency Agreement dated on or about the date hereof (the "Collateral Agency Agreement") in the form of Exhibit 2 hereto shall be correct when made and at the time of the Closing, and (ii) the Collateral Agent shall have performed and complied with all agreements and conditions contained in the Collateral Agency Agreement required to be performed or complied with by it prior to or at the Closing. 5

(b) Officer's Certificate of the Collateral Agent. A certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Collateral Agency Agreement, which resolutions shall be in full force and effect. (c) Collateral Agency Agreement. The Collateral Agency Agreement executed by the Collateral Agent. 4.4. Closing Deliveries of the Purchasers. At the Closing, the Purchasers shall deliver the following: (a) The Purchase Price minus the Pennzoil Debt to the Company in immediately available funds wired in accordance with the instructions set forth on Schedule 4.4(a). (b) An amount equal to the Pennzoil Debt to Pennzoil in immediately available funds wired in accordance with the instructions set forth on Schedule 4.4(b). 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND PROBEX.

(b) Officer's Certificate of the Collateral Agent. A certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Collateral Agency Agreement, which resolutions shall be in full force and effect. (c) Collateral Agency Agreement. The Collateral Agency Agreement executed by the Collateral Agent. 4.4. Closing Deliveries of the Purchasers. At the Closing, the Purchasers shall deliver the following: (a) The Purchase Price minus the Pennzoil Debt to the Company in immediately available funds wired in accordance with the instructions set forth on Schedule 4.4(a). (b) An amount equal to the Pennzoil Debt to Pennzoil in immediately available funds wired in accordance with the instructions set forth on Schedule 4.4(b). 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND PROBEX. The Company and Probex jointly and severally represent and warrant to the Purchasers that the following will be true and correct as of the date hereof and will be true and correct through the Closing as if made on that date: 5.1. Organization; Power and Authority. The Company and Probex are corporations duly organized, validly existing and in good standing under the laws of their jurisdiction of organization, and are duly qualified as a foreign corporation or other legal entity and are in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and Probex have the corporate or other legal entity power and authority to own or hold under lease the properties each purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement, the Security Documents and the Notes and to perform the provisions hereof and thereof. 5.2. Authorization, etc. This Agreement, the Security Documents and the Notes have been duly authorized by all necessary corporate or other legal entity action on the part of the Company and Probex, and this Agreement and the Security Documents constitute the legal, valid and binding obligations of the Company and Probex enforceable against the Company and Probex, as appropriate, in accordance with their respective terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Upon execution and delivery thereof, each Note will constitute a legal, valid and binding obligation of the Company and Probex enforceable against the Company and Probex in 6

accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or in law). 5.3. Ownership of Company Stock. Except as set forth on Schedule 5.3, Probex owns, beneficially and of record, good and marketable title to all of the issued and outstanding Capital Stock of the Company, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies, options or shareholders' agreements. 5.4. Capitalization. The authorized Capital Stock of the Company consists of 1,000 shares of common stock, par value $.01 per share, of which 100 shares are issued and outstanding, and no shares of such Capital Stock are held in the treasury of the Company. All issued and outstanding shares of Capital Stock of the Company are duly authorized, validly issued, fully paid and nonassessable. There exist no options, warrants, subscriptions or other rights to purchase, or securities convertible into or exchangeable for, the Capital Stock of the Company. Neither Probex nor the Company are parties to or bound by, nor do they have any knowledge of, any agreement,

accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or in law). 5.3. Ownership of Company Stock. Except as set forth on Schedule 5.3, Probex owns, beneficially and of record, good and marketable title to all of the issued and outstanding Capital Stock of the Company, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies, options or shareholders' agreements. 5.4. Capitalization. The authorized Capital Stock of the Company consists of 1,000 shares of common stock, par value $.01 per share, of which 100 shares are issued and outstanding, and no shares of such Capital Stock are held in the treasury of the Company. All issued and outstanding shares of Capital Stock of the Company are duly authorized, validly issued, fully paid and nonassessable. There exist no options, warrants, subscriptions or other rights to purchase, or securities convertible into or exchangeable for, the Capital Stock of the Company. Neither Probex nor the Company are parties to or bound by, nor do they have any knowledge of, any agreement, instrument, arrangement, contract, obligation, commitment or understanding of any character, whether written or oral, express or implied, relating to the sale, assignment, encumbrance, conveyance, transfer or delivery of any Capital Stock of the Company. No shares of Capital Stock of the Company have been issued or disposed of in violation of the preemptive rights of any of the Company's shareholders. All accrued dividends on the Capital Stock of the Company, whether or not declared, have been paid in full. 5.5. Corporate Records. The copies of the Articles of Incorporation and all amendments thereto and the Bylaws of the Company that have been delivered to the Purchasers are true, correct and complete copies thereof, as in effect on the date hereof. The minute books of the Company, copies of which have been delivered to the Purchasers, contain accurate minutes of all meetings of, and accurate consents to all actions taken without meetings by, the Board of Directors (and any committees thereof) and the stockholders of the Company since the formation of the Company. 5.6. Disclosure. This Agreement, the documents, certificates or other writings delivered to each Purchaser by or on behalf of the Company and Probex in connection with the transactions contemplated hereby and the financial statements listed in Schedule 5.9 do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Since the Set Date, there has been no change in the financial condition, operations, business or properties of the Company, Probex or any Subsidiary except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company or Probex that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the other documents, certificates and other writings delivered to you by or on behalf of the Company or Probex specifically for use in connection with the transactions contemplated hereby. 7

5.7. Organization and Ownership of Shares of Subsidiaries; Affiliates. The Company does not own, directly or indirectly, any of the Capital Stock of any other corporation or any equity, profit sharing, participation or other interest in any corporation, partnership, joint venture or other entity. 5.8. Consents. Except as set forth in Schedule 5.8, no consent, authorization, approval, permit or license of, or filing with, any governmental or public body or authority, any lender or lessor or any other person or entity ("Consent") is required to authorize, or is required in connection with, the execution, delivery and performance of this Agreement, the Security Documents, the Notes or the Guaranty Agreement on the part of the Company or Probex, and no such Consent would be required upon an Event of Default that results in the foreclosure of the common stock of the Company or a sale of all or substantially all of the assets of the Company. 5.9. Financial Statements. The Company or Probex has delivered to each Purchaser copies of the financial statements of the Company, Probex and their Subsidiaries listed on Schedule 5.9 (the "Financial Statements"). All of such financial statements (including in each case the related schedules and notes) fairly present in all Material respects the consolidated financial position of Probex and its Subsidiaries as of the respective dates specified in

5.7. Organization and Ownership of Shares of Subsidiaries; Affiliates. The Company does not own, directly or indirectly, any of the Capital Stock of any other corporation or any equity, profit sharing, participation or other interest in any corporation, partnership, joint venture or other entity. 5.8. Consents. Except as set forth in Schedule 5.8, no consent, authorization, approval, permit or license of, or filing with, any governmental or public body or authority, any lender or lessor or any other person or entity ("Consent") is required to authorize, or is required in connection with, the execution, delivery and performance of this Agreement, the Security Documents, the Notes or the Guaranty Agreement on the part of the Company or Probex, and no such Consent would be required upon an Event of Default that results in the foreclosure of the common stock of the Company or a sale of all or substantially all of the assets of the Company. 5.9. Financial Statements. The Company or Probex has delivered to each Purchaser copies of the financial statements of the Company, Probex and their Subsidiaries listed on Schedule 5.9 (the "Financial Statements"). All of such financial statements (including in each case the related schedules and notes) fairly present in all Material respects the consolidated financial position of Probex and its Subsidiaries as of the respective dates specified in such financial statements and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). 5.10. Liabilities and Obligations. Except as set forth in Schedule 5.10, the Financial Statements reflect all liabilities of the Company, accrued, contingent or otherwise (known or unknown and asserted or unasserted), arising out of transactions effected or events occurring on or prior to the date hereof. All reserves shown in the Financial Statements are appropriate, reasonable and sufficient to provide for losses thereby contemplated. Except as set forth in the Financial Statements, the Company is not liable upon or with respect to, or obligated in any other way to provide funds in respect of or to guarantee or assume in any manner, any debt, obligation or dividend of any person, corporation, association, partnership, joint venture, trust or other entity, and neither the Company nor Probex knows of any basis for the assertion of any other claims or liabilities of any nature or in any amount. 5.11. Compliance with Laws and Instruments. Except as set forth on Schedule 5.11, the execution, delivery and performance by the Company and Probex of this Agreement, the Security Documents, the Notes and the Guaranty Agreement, as appropriate, and any change in control of the Company resulting upon an Event of Default that results in the foreclosure of the common stock of the Company owned by Probex or the sale of all or substantially all of the assets of the Company will not, (a) contravene, result in any breach of, or constitute a default under, or, unless permitted hereunder, result in the creation of any Lien in respect of any property of the Company, Probex or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or 8

instrument to which the Company, Probex or any Subsidiary is bound or by which the Company, Probex or any Subsidiary or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company, Probex or any Subsidiary, or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company, Probex or any Subsidiary. 5.12. [Intentionally omitted.] 5.13. Litigation; Observance of Agreements, Statutes and Orders. (a) Except as disclosed in Schedule 5.13 there are no actions, suits or proceedings pending or, to the knowledge of the Company or Probex, threatened against or affecting the Company, Probex or any Subsidiary or any property of the Company, Probex or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

instrument to which the Company, Probex or any Subsidiary is bound or by which the Company, Probex or any Subsidiary or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company, Probex or any Subsidiary, or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company, Probex or any Subsidiary. 5.12. [Intentionally omitted.] 5.13. Litigation; Observance of Agreements, Statutes and Orders. (a) Except as disclosed in Schedule 5.13 there are no actions, suits or proceedings pending or, to the knowledge of the Company or Probex, threatened against or affecting the Company, Probex or any Subsidiary or any property of the Company, Probex or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (b) Neither the Company, Probex nor any Subsidiary is in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws) of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 5.14. Taxes. The Company, Probex and their Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (a) the amount of which is not individually or in the aggregate Material, or (b) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company, Probex or a Subsidiary has established adequate reserves in accordance with GAAP. Neither the Company nor Probex knows of no basis for any other tax or assessment that could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company, Probex and its Subsidiaries in respect of federal, state or other taxes for all fiscal periods are adequate. The Federal income tax liabilities of the Company, Probex and their Subsidiaries have been paid for all fiscal years up to and including the fiscal year ending on September 30, 1999. 5.15. Title to Property; Leases. (a) Real Property. A description of all interests in real property owned by the Company (collectively, the "Real Property") is set forth in Schedule 5.15(a). 9

Except as set forth in Schedule 5.15(a), the Company has good, valid and marketable title to all the Real Property. The Real Property and the leased real property referred to in Section 5.15(c) constitute the only real property used in the conduct of the business of the Company. (b) Personal Property. Except as set forth in Schedule 5.15(b), the Company has good, valid and marketable title to all tangible and intangible personal property owned by it (collectively, the "Personal Property"). The Personal Property and the leased personal property referred to in Section 5.15(c) constitute the only personal property used in the conduct of the business of the Company. Schedule 4.2(q) sets forth a description of all titled personal property owned by the Company. (c) Leases. A list and brief description of all leases of real and Material personal property to which the Company is a party, either as lessor or lessee, are set forth in Schedule 5.15(c). All such leases are valid and enforceable in accordance with their respective terms except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies.

Except as set forth in Schedule 5.15(a), the Company has good, valid and marketable title to all the Real Property. The Real Property and the leased real property referred to in Section 5.15(c) constitute the only real property used in the conduct of the business of the Company. (b) Personal Property. Except as set forth in Schedule 5.15(b), the Company has good, valid and marketable title to all tangible and intangible personal property owned by it (collectively, the "Personal Property"). The Personal Property and the leased personal property referred to in Section 5.15(c) constitute the only personal property used in the conduct of the business of the Company. Schedule 4.2(q) sets forth a description of all titled personal property owned by the Company. (c) Leases. A list and brief description of all leases of real and Material personal property to which the Company is a party, either as lessor or lessee, are set forth in Schedule 5.15(c). All such leases are valid and enforceable in accordance with their respective terms except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. (d) Right to Use Assets. Except for those assets acquired since September 30, 2000, which are listed in Schedule 5.15(d), all tangible and intangible assets used in the conduct of the business of the Company are reflected in the Financial Statements in a manner that is in conformity with GAAP applied on a consistent basis with prior periods. The Company owns, leases or otherwise possesses a right to use all assets used in the conduct of the business of the Company, which will not be impaired by the consummation of the transactions contemplated hereby or upon an Event of Default that results in the foreclosure of the common stock of the Company owned by Probex or the sale of all or substantially all of the assets of the Company. 5.16. Commitments. (a) Commitments; Defaults. Except as set forth in Schedule 5.16, the Company has not entered into, nor is the Capital Stock, the assets or the business of the Company bound by, whether or not in writing, any (i) partnership or joint venture agreement; (ii) deed of trust or other security agreement; (iii) guaranty or suretyship, indemnification or contribution agreement or performance bond; (iv) employment, consulting or compensation agreement or arrangement, including the election or retention in office of any director or officer; (v) labor or collective bargaining agreement; 10

(vi) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; (vii) deed or other document evidencing an interest in or contract to purchase or sell real property; (viii) lease of real or personal property, whether as lessor, lessee, sublessor or sublessee; (ix) agreement between the Company and any affiliate of the Company; (x) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an affiliate of the Company; (xi) any agreement for the acquisition of services, supplies, equipment or other personal property and involving more than $50,000 in the aggregate; (xii) any other contract or arrangement that involves either an unperformed commitment in excess of $50,000 or

(vi) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; (vii) deed or other document evidencing an interest in or contract to purchase or sell real property; (viii) lease of real or personal property, whether as lessor, lessee, sublessor or sublessee; (ix) agreement between the Company and any affiliate of the Company; (x) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an affiliate of the Company; (xi) any agreement for the acquisition of services, supplies, equipment or other personal property and involving more than $50,000 in the aggregate; (xii) any other contract or arrangement that involves either an unperformed commitment in excess of $50,000 or that terminates more than 30 days after the date hereof; (xiii) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company of a particular product or service; or (xiv) any other agreement or commitment not made in the ordinary course of business or that is Material to the business or financial condition of the Company. All of the foregoing are hereinafter collectively referred to as the "Commitments." True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of the oral Commitments, have heretofore been delivered or made available to the Purchasers. There are no existing defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the Company, and no penalties have been incurred nor are amendments pending, with respect to the Commitments, except as described in Schedule 5.16. The Commitments are in full force and effect and are valid and enforceable obligations of the parties thereto in accordance with their respective terms and will continue in full force and effect and be valid and enforceable obligations of the Company after an Event of Default that results in the foreclosure of the common stock of the Company owned by Probex or the sale of all or substantially all of the assets of the Company, and no defenses, off-sets or counterclaims have been asserted or, to the best knowledge of the Company and Probex, may be made by any party thereto, nor has the Company waived any rights thereunder, except as described in Schedule 5.16. The Company has not received notice of any default with respect to any Commitment. Except as set forth in Schedule 5.16, none of the Commitments contains any change of control, assignment or other provision that would be triggered upon an Event of Default 11

and subsequent foreclosure of the common stock of the Company owned by Probex or the sale of all or substantially all of the assets of the Company; (b) No Cancellation or Termination of Commitment. Neither the Company nor Probex has received notice of any plan or intention of any other party to any Commitment to exercise any right to cancel or terminate any Commitment or agreement, and neither the Company nor Probex knows of any fact that would justify the exercise of such a right. Neither the Company nor Probex currently contemplates, or has reason to believe any other person or entity currently contemplates, any amendment or change to any Commitment. Except as listed in Schedule 5.16, none of the customers or suppliers of the Company has refused, or communicated that it will or may refuse, to purchase or supply goods or services, as the case may be, or has communicated that it will or may substantially reduce the amounts of goods or services that it is willing to purchase from, or sell to, the Company. 5.17. Licenses, Permits, etc. Except as disclosed in Schedule 5.17, (a) the Company, Probex and their Subsidiaries own or possess or have filed applications for all licenses, permits, franchises, authorizations, patents, copyrights, service marks, trademarks, technology, know-how,

and subsequent foreclosure of the common stock of the Company owned by Probex or the sale of all or substantially all of the assets of the Company; (b) No Cancellation or Termination of Commitment. Neither the Company nor Probex has received notice of any plan or intention of any other party to any Commitment to exercise any right to cancel or terminate any Commitment or agreement, and neither the Company nor Probex knows of any fact that would justify the exercise of such a right. Neither the Company nor Probex currently contemplates, or has reason to believe any other person or entity currently contemplates, any amendment or change to any Commitment. Except as listed in Schedule 5.16, none of the customers or suppliers of the Company has refused, or communicated that it will or may refuse, to purchase or supply goods or services, as the case may be, or has communicated that it will or may substantially reduce the amounts of goods or services that it is willing to purchase from, or sell to, the Company. 5.17. Licenses, Permits, etc. Except as disclosed in Schedule 5.17, (a) the Company, Probex and their Subsidiaries own or possess or have filed applications for all licenses, permits, franchises, authorizations, patents, copyrights, service marks, trademarks, technology, know-how, processes and trade names, or rights thereto (collectively "Intellectual Property"), that individually or in the aggregate are Material, without known conflict with the rights of others; (b) to the best knowledge of the Company and Probex, no product of the Company, Probex or any Subsidiary infringes in any material respect any license, permit, franchise, authorization, patent, copyright, service mark, trademark, trade name or other right owned by any other Person; (c) to the best knowledge of the Company and Probex, there is no Material violation by any Person of any right of the Company, Probex or any of its Subsidiaries with respect to any Intellectual Property or other right owned or used by the Company, Probex or any of their Subsidiaries; and (d) the Company, Probex and each Subsidiary owns, or has the legal right to use (subject to the common law rights of another user), all Intellectual Property necessary for each of them to conduct its business as currently conducted except for those which the failure to own or have such legal right to use could not have a Material Adverse Effect. 5.18. Insurance. The Company carries property, liability, workers' compensation and such other types of insurance as is customary in the industry of the insured. A list and brief description of all insurance policies of the Company are set forth in Schedule 5.18. All of such policies are valid and enforceable policies, issued by insurers of recognized responsibility in amounts and against such risks and losses as is customary in the industry of the insured. Such insurance shall be outstanding and duly in force without interruption up to and including the Closing Date. True, complete and 12

correct copies of all such policies have been provided to Purchaser on or prior to the date hereof. 5.19. Compliance with ERISA. The Company, Probex and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Company, Probex nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Company, Probex or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company, Probex or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to Section 401(a)(29) or 412 of the Code, other than such liabilities or Liens as would not be, individually or in the aggregate, Material. (a) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan's most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan's most recent actuarial valuation report, did not exceed the aggregate

correct copies of all such policies have been provided to Purchaser on or prior to the date hereof. 5.19. Compliance with ERISA. The Company, Probex and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Company, Probex nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Company, Probex or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company, Probex or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to Section 401(a)(29) or 412 of the Code, other than such liabilities or Liens as would not be, individually or in the aggregate, Material. (a) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan's most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan's most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities by more than $50,000 in the case of any single Plan and by more than $50,000 in the aggregate for all Plans. The term "benefit liabilities" has the meaning specified in section 4001 of ERISA and the terms "current value" and "present value" have the meaning specified in section 3 of ERISA. (b) The Company, Probex and their ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that, individually or in the aggregate, are Material. (c) The expected postretirement benefit obligation (determined as of the last day of the Company's and Probex's most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company, Probex and its Subsidiaries is not Material. (d) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. 5.20. Private Offering by the Company. Neither the Company nor, to the best of its knowledge, anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act. 13

5.21. Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes as set forth in Schedule 5.21 (the "Use of Proceeds"). No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors (the "Board") of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms "margin stock" and "purpose of buying or carrying" shall have the meanings assigned to them in said Regulation U. 5.22. Existing Debt; Future Liens. (a) Except as described therein, Schedule 5.22 sets forth a complete and correct list of all outstanding Debt of the Company, Probex and their Subsidiaries as of the date of this Agreement, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company, Probex or its Subsidiaries. Neither the Company, Probex nor any Subsidiary is in default and no

5.21. Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes as set forth in Schedule 5.21 (the "Use of Proceeds"). No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors (the "Board") of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms "margin stock" and "purpose of buying or carrying" shall have the meanings assigned to them in said Regulation U. 5.22. Existing Debt; Future Liens. (a) Except as described therein, Schedule 5.22 sets forth a complete and correct list of all outstanding Debt of the Company, Probex and their Subsidiaries as of the date of this Agreement, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company, Probex or its Subsidiaries. Neither the Company, Probex nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company, Probex or any such Subsidiary and no event or condition exists with respect to any Debt of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as described in Schedule 5.22, neither the Company, Probex nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 9.3. (c) Probex will derive a commercial benefit by their execution and delivery of the Guaranty Agreement generally and, in certain other respects, as more specifically described in Schedule 5.22 hereto. 5.23. Environmental Matters. Except as set forth on Schedule 5.23, as of the Closing Date, neither the Company, Probex nor any Subsidiary has knowledge of any claim or has received any notice of any claim, and no proceeding has been instituted raising any claim against the Company, Probex or any of their Subsidiaries or any of their respective real properties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the environment or violation of any Environmental Laws. As of the Closing Date, except as otherwise disclosed to the Purchasers in writing, (a) neither the Company, Probex nor any Subsidiary has knowledge of any facts which would give rise to any claim, public or private, of violation of 14

Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use; (b) neither the Company, Probex nor any Subsidiary has stored or has knowledge of any storage of any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them and has not disposed, nor has any knowledge of any disposal, of any Hazardous Materials in a manner contrary to any Environmental Laws; and (c) neither the Company, Probex nor any of their Subsidiaries has knowledge that any buildings on any real properties now owned, leased or operated by the Company, Probex or any of their Subsidiaries are not in compliance with applicable Environmental Laws. 5.24. Collateral Matters. (a) The provisions of each of the Security Documents are effective to create in favor of the Collateral Agent for

Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use; (b) neither the Company, Probex nor any Subsidiary has stored or has knowledge of any storage of any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them and has not disposed, nor has any knowledge of any disposal, of any Hazardous Materials in a manner contrary to any Environmental Laws; and (c) neither the Company, Probex nor any of their Subsidiaries has knowledge that any buildings on any real properties now owned, leased or operated by the Company, Probex or any of their Subsidiaries are not in compliance with applicable Environmental Laws. 5.24. Collateral Matters. (a) The provisions of each of the Security Documents are effective to create in favor of the Collateral Agent for the benefit of the Purchasers, a legal, valid and (subject to the qualifications to enforceability in Section 5.2) enforceable security interest (with the priorities provided for therein and limited to the extent the Collateral described therein is within the scope of the UCC) in all right, title and interest of the Company, Probex and its Subsidiaries in the collateral described therein; and executed financing statements have been, or on or before the Closing will be, filed (or appropriate arrangements for the filing thereof have been made) in all public offices wherein such filing is necessary to perfect the security interests in the Collateral therein described as against creditors of and purchasers from the Company and Probex. (b) All representations and warranties of the Company, Probex and any of their Subsidiaries party thereto contained in the Security Documents are true and correct. (c) All fees, charges and taxes in connection with the recordation or filing and re-recordation or re-filing of the Security Documents and any other agreement or instrument, financing statement or any publication of notice required to be filed or recorded, to protect the validity of the liens securing the obligations of the Notes shall have been paid in full or an amount sufficient to pay such fees, charges and taxes have been deposited by the Company with the title insurer. 5.25. Parity of Obligations. All obligations hereunder and under the Notes are direct and secured obligations of the Company ranking senior as against the assets of the Company with respect to all other present and future secured Debt (actual or contingent) of the Company. 5.26. Solvency. Each of the Company and Probex is, and upon giving effect to the issuance of the Notes, the execution of this Agreement and the Guaranty Agreement and the Use of Proceeds will be, Solvent. Each of the Company and Probex has capital not unreasonably small in relation to its respective business or any contemplated or 15

undertaken transaction and has assets having a value both at fair valuation and at present fair salable value greater than the amount required to pay its debts as they become due and greater than the amount that will be required to pay its respective probable liability on its existing debts as they become absolute and matured. Neither the Company nor Probex intends to incur, or believes or should have believed that it will incur, debts beyond its ability to pay such debts as they become due. The Company will not be rendered insolvent by the execution and delivery of, and performance of its respective obligations under, this Agreement, the Security Documents, the Notes or the Guaranty Agreement. 5.27. No Burdensome Restrictions. Neither the Company nor Probex is a party to any agreement or instrument or subject to any other obligation or any charter or corporate restriction or any provision of any applicable law, rule or regulation which, individually or in the aggregate, could have a Material Adverse Effect. 6. REPRESENTATIONS OF THE PURCHASERS.

undertaken transaction and has assets having a value both at fair valuation and at present fair salable value greater than the amount required to pay its debts as they become due and greater than the amount that will be required to pay its respective probable liability on its existing debts as they become absolute and matured. Neither the Company nor Probex intends to incur, or believes or should have believed that it will incur, debts beyond its ability to pay such debts as they become due. The Company will not be rendered insolvent by the execution and delivery of, and performance of its respective obligations under, this Agreement, the Security Documents, the Notes or the Guaranty Agreement. 5.27. No Burdensome Restrictions. Neither the Company nor Probex is a party to any agreement or instrument or subject to any other obligation or any charter or corporate restriction or any provision of any applicable law, rule or regulation which, individually or in the aggregate, could have a Material Adverse Effect. 6. REPRESENTATIONS OF THE PURCHASERS. 6.1. Purchase for Investment. Each Purchaser represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by it for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser's property shall at all times be within its control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes. Each Purchaser represents that it is an "accredited investor" as that term is defined in Rule 501 promulgated under the Securities Act. 7. INFORMATION AS TO COMPANY. 7.1. Financial and Business Information. The Company shall deliver to each Holder: (a) Quarterly Statements -- within 45 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (i) an unaudited balance sheet of the Company as at the end of such quarter, and (ii) unaudited statements of income, changes in shareholders' equity and cash flows of the Company, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial 16

Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments; (b) Annual Statements -- within 90 days after the end of each fiscal year of the Company, duplicate copies of, (i) an unaudited balance sheet of the Company, as at the end of such year, and (ii) unaudited statements of income, changes in shareholders' equity and cash flows of the Company, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to annual financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows;

Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments; (b) Annual Statements -- within 90 days after the end of each fiscal year of the Company, duplicate copies of, (i) an unaudited balance sheet of the Company, as at the end of such year, and (ii) unaudited statements of income, changes in shareholders' equity and cash flows of the Company, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to annual financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows; (c) SEC and Other Reports -- promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by Probex to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such Holder), and each prospectus and all amendments thereto filed by Probex with the Securities and Exchange Commission (the "SEC") and of all press releases and other statements made available generally by Probex to the public concerning developments that are Material; (d) Notice of Default or Event of Default -- promptly, and in any event within five days after a Responsible Officer becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 10(h), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto; (e) Notice of ERISA Matters -- promptly, and in any event within five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, any reportable event, as defined in section 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer 17

Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect; (f) Notices from Governmental Authority -- promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Subsidiary from any federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect;

Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect; (f) Notices from Governmental Authority -- promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Subsidiary from any federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect; (g) Requested Information -- with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such Holder. 7.2. Officer's Certificate. Each set of financial statements delivered to a Holder pursuant to Section 7.1 shall be accompanied by a certificate of a Senior Financial Officer of the Company and a certificate of a Senior Financial Officer of Probex, as applicable, each setting forth a statement that such officer has reviewed the relevant terms of this Agreement and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company, or Probex, as the case may be, from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including, without limitation, any such event or condition resulting from the failure of the Company or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Company or Probex shall have taken or proposes to take with respect thereto. 7.3. Inspection. The Company shall permit a representative of the Holders: (a) No Default -- if no Default or Event of Default then exists, at the expense of such Holder and upon reasonable prior notice to the Company during normal business hours, to visit the principal executive office of the Company to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company's officers, and (with the consent of the Company, 18

which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default -- if a Default or Event of Default then exists, at the expense of the Company, to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested. 8. AFFIRMATIVE COVENANTS. The Company and Probex covenant that so long as any of the Notes are outstanding: 8.1. Compliance with Law. Probex will cause the Company to, and the Company will, and will cause each of its

which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default -- if a Default or Event of Default then exists, at the expense of the Company, to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested. 8. AFFIRMATIVE COVENANTS. The Company and Probex covenant that so long as any of the Notes are outstanding: 8.1. Compliance with Law. Probex will cause the Company to, and the Company will, and will cause each of its Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, Environmental Laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 8.2. Insurance. Probex will cause the Company to, and the Company will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated. 8.3. Maintenance of Properties. Probex will cause the Company to, and the Company will, and will cause each of its Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section shall not prevent the Company or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 19

8.4. Payment of Taxes and Claims. Probex will cause the Company to, and the Company will, and will cause each of its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax or assessment or claims the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company has established adequate reserves therefore in accordance with GAAP on the books of the Company. 8.5. Corporate Existence, etc. Probex will cause the Company to, and the Company will, and will cause each Subsidiary to, at all times preserve and keep in full force and effect its corporate existence. The Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries and all rights

8.4. Payment of Taxes and Claims. Probex will cause the Company to, and the Company will, and will cause each of its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax or assessment or claims the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company has established adequate reserves therefore in accordance with GAAP on the books of the Company. 8.5. Corporate Existence, etc. Probex will cause the Company to, and the Company will, and will cause each Subsidiary to, at all times preserve and keep in full force and effect its corporate existence. The Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect. 8.6. Notes and Guaranty to Rank Pari Passu. The Notes, the Guaranty Agreement and all obligations of the Company and Probex thereunder and hereunder are and at all times shall remain direct obligations of the Company and Probex, as the case may be, ranking pari passu as against the assets of the Company with all other Notes from time to time issued and outstanding hereunder without any preference among themselves and senior to all other present and future secured Debt (actual or contingent), of the Company. 8.7. Further Assurances. Promptly upon request by the Collateral Agent, the Company shall (and shall cause its Subsidiaries including all entities which become Subsidiaries after the date hereof to), and Probex shall, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, any and all such further conveyances, security agreements, charges, debentures, guaranties, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments the Collateral Agent may reasonably require from time to time in order (a) to carry out more effectively the purposes of this Agreement or any Security Document, (b) to subject to the Liens created by any of the Security Documents any of the properties, rights or interests covered by any of the Security Documents, (c) to perfect and maintain the validity, effectiveness and priority of any of the Security Documents and the Liens intended to be created thereby, and (d) to better assure, convey, grant, assign, transfer, 20

preserve, protect and confirm to the Collateral Agent the rights granted or now or hereafter intended to be granted to the Purchasers under any Security Document or under any other document executed in connection therewith (including the granting of a mortgage on any now or hereafter acquired owned real property). In connection with the execution of the foregoing, the Company and Probex shall cause to be delivered to the Collateral Agent such opinions of counsel and other supporting documents as the Collateral Agent shall reasonably require. 8.8. Holder Representative. The Holder Representative shall have the right, but not the obligation, to attend all Probex and Company board of directors' meetings, including committee meetings. 8.9. Future Subsidiary Guarantors. The Company shall cause each Subsidiary of the Company formed after the Closing to become an Additional Subsidiary Guarantor and to execute and deliver, the Guaranty Agreement pursuant to with each such Subsidiary shall Guaranty the payment of all amounts payable by the Company hereunder and the Notes and the performance of all obligations of the Company hereunder and under the Notes. The Company will at all times own, directly or indirectly, not less than 100% of the issued and outstanding Capital Stock (and any Securities convertible at any time and from time to time into Capital Stock) of the Additional Subsidiary Guarantors free and clear of all Liens other than Liens evidenced by the Security Documents.

preserve, protect and confirm to the Collateral Agent the rights granted or now or hereafter intended to be granted to the Purchasers under any Security Document or under any other document executed in connection therewith (including the granting of a mortgage on any now or hereafter acquired owned real property). In connection with the execution of the foregoing, the Company and Probex shall cause to be delivered to the Collateral Agent such opinions of counsel and other supporting documents as the Collateral Agent shall reasonably require. 8.8. Holder Representative. The Holder Representative shall have the right, but not the obligation, to attend all Probex and Company board of directors' meetings, including committee meetings. 8.9. Future Subsidiary Guarantors. The Company shall cause each Subsidiary of the Company formed after the Closing to become an Additional Subsidiary Guarantor and to execute and deliver, the Guaranty Agreement pursuant to with each such Subsidiary shall Guaranty the payment of all amounts payable by the Company hereunder and the Notes and the performance of all obligations of the Company hereunder and under the Notes. The Company will at all times own, directly or indirectly, not less than 100% of the issued and outstanding Capital Stock (and any Securities convertible at any time and from time to time into Capital Stock) of the Additional Subsidiary Guarantors free and clear of all Liens other than Liens evidenced by the Security Documents. 8.10. Stockholder Approval. Probex hereby agrees that it shall prepare and file with the SEC within three weeks from the date of this Agreement, a preliminary proxy statement in connection with requesting that the stockholders of Probex approve for issuance at least 20,000,000 shares of Probex Common Stock to be used for future financing purposes and shall use all commercially reasonable efforts to file its definitive proxy statement as soon thereafter as possible. 9. NEGATIVE COVENANTS. The Company and Probex covenant that so long as any of the Notes are outstanding: 9.1. Transactions with Affiliates. Probex will not permit the Company to, and the Company will not and will not permit any Subsidiary to enter into directly or indirectly any transaction or Material group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm's-length transaction with a Person not an Affiliate. 9.2. Merger, Consolidation, etc. The Company and each Subsidiary shall not consolidate with or merge with any other corporation or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person. 21

9.3. Liens. Probex will not permit the Company to, and the Company and its Subsidiaries will not, directly or indirectly, create or incur, or suffer to be incurred or to exist (upon the happening of a contingency or otherwise), any Lien on or with respect to any of the Company's or its Subsidiaries' property or assets (including, without limitation, any document or instrument in respect of goods or accounts receivable), whether now owned or hereafter acquired or upon any income or profits therefrom, or transfer any property for the purpose of subjecting the same to the payment of obligations in priority to the payment of its or their general creditors, or acquire or agree to acquire, any property or assets upon conditional sales agreements or other title retention devices, except: (a) Liens for property taxes, assessments or governmental charges or levies which are not yet due and payable or the payment of which is not at the time required by Section 9.4; (b) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other similar Liens, in each case, incurred in the ordinary course of business for sums not yet due and payable or the payment of which is not at the time required by Section 9.4;

9.3. Liens. Probex will not permit the Company to, and the Company and its Subsidiaries will not, directly or indirectly, create or incur, or suffer to be incurred or to exist (upon the happening of a contingency or otherwise), any Lien on or with respect to any of the Company's or its Subsidiaries' property or assets (including, without limitation, any document or instrument in respect of goods or accounts receivable), whether now owned or hereafter acquired or upon any income or profits therefrom, or transfer any property for the purpose of subjecting the same to the payment of obligations in priority to the payment of its or their general creditors, or acquire or agree to acquire, any property or assets upon conditional sales agreements or other title retention devices, except: (a) Liens for property taxes, assessments or governmental charges or levies which are not yet due and payable or the payment of which is not at the time required by Section 9.4; (b) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other similar Liens, in each case, incurred in the ordinary course of business for sums not yet due and payable or the payment of which is not at the time required by Section 9.4; (c) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business (i) in connection with workers' compensation, unemployment insurance and other types of social security or retirement benefits, or (ii) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than Capital Leases), performance bonds, purchase, construction or sales contracts and other similar obligations, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property; (d) any attachment or judgment Lien, unless the judgment it secures shall not, within 30 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within 30 days after the expiration of any such stay; (e) any Lien created after the date hereof to secure all or any part of the purchase price, or to secure Debt incurred or assumed to pay all or any part of the purchase price or cost of construction, in the aggregate not to exceed $50,000, of tangible property (or any improvement thereon) acquired or constructed by the Company or any Subsidiary after the Closing Date, provided that (i) any such Lien shall extend solely to the item or items of such property (or improvement thereon) so acquired or constructed and, if required by the terms of the instrument originally creating such Lien, other property (or improvement thereon) which is an improvement to or is acquired for specific use in connection with such acquired or constructed property (or improvement 22

thereon) or which is real property being improved by such acquired or constructed property (or improvement thereon), (ii) the principal amount of the Debt secured by any such Lien shall at no time exceed an amount equal to the lesser of (A) the cost to the Company or such Subsidiary of the property (or improvement thereon) so acquired or constructed and (B) the fair market value (as determined in good faith by the board of directors of the Company) of such property (or improvement thereon) at the time of such acquisition or construction, (iii) any such Lien shall be created contemporaneously with, or within 180 days after, the acquisition or construction of such property, and (iv) after giving effect to the incurrence of such Lien, no Default or Event of Default shall have occurred and be continuing; (f) any extension, renewal or refunding of any Lien permitted by the preceding clause (e) of this Section 9.3 in respect of the same property theretofore subject to such Lien in connection with the extension, renewal or refunding of the Debt secured thereby; provided that (1) such extension, renewal or refunding of Debt shall be without increase in the principal amount remaining unpaid as of the date of such extension, renewal or refunding,

thereon) or which is real property being improved by such acquired or constructed property (or improvement thereon), (ii) the principal amount of the Debt secured by any such Lien shall at no time exceed an amount equal to the lesser of (A) the cost to the Company or such Subsidiary of the property (or improvement thereon) so acquired or constructed and (B) the fair market value (as determined in good faith by the board of directors of the Company) of such property (or improvement thereon) at the time of such acquisition or construction, (iii) any such Lien shall be created contemporaneously with, or within 180 days after, the acquisition or construction of such property, and (iv) after giving effect to the incurrence of such Lien, no Default or Event of Default shall have occurred and be continuing; (f) any extension, renewal or refunding of any Lien permitted by the preceding clause (e) of this Section 9.3 in respect of the same property theretofore subject to such Lien in connection with the extension, renewal or refunding of the Debt secured thereby; provided that (1) such extension, renewal or refunding of Debt shall be without increase in the principal amount remaining unpaid as of the date of such extension, renewal or refunding, (2) the time remaining until the maturity of such Debt shall not be reduced, (3) such Lien shall attach solely to the same such property, and (4) immediately after the consummation of the extension, renewal or refunding and after giving effect thereto, no Default or Event of Default would exist. If, notwithstanding the prohibition contained herein, the Company shall, or shall permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien, other than those Liens permitted by the provisions of paragraphs (a) through (e) of this Section 9.3, it will make or cause to be made effective provision whereby the Notes will be secured equally and ratably with any and all other obligations thereby secured, such security to be pursuant to agreements reasonably satisfactory to the Required Holders and, in any such case, the Notes shall have the benefit, to the fullest extent that, and with such priority as, the Holders of the Notes may be entitled under applicable law, of an equitable Lien on such property. Such violation of this Section 9.3 will constitute an Event of Default, whether or not provision is made for an equal and ratable Lien pursuant to this Section 9.3. 9.4. Limitations on Debt and Preferred Stock. (a) Probex will not permit the Company to, and the Company will not, and will not permit any Subsidiary of the Company to, create, issue, assume, Guaranty or to otherwise incur or in any manner be or become liable in respect of any Debt or Preferred Stock except Debt owed by a Subsidiary to the Company or a Wholly-owned Subsidiary of the Company or Preferred Stock owned by the Company or a Wholly-owned Subsidiary of the Company. 23

(b) Any Person which becomes a Subsidiary after the date hereof shall for all purposes of this Section 9.4 be deemed to have created, assumed or incurred at the time it becomes a Subsidiary all Debt and Preferred Stock of such Person existing immediately after it becomes a Subsidiary. 9.5. Limitation on Restricted Payments. Probex will not permit the Company to, and the Company will not, and will not permit any Subsidiary to, except as hereinafter provided: (a) declare or pay any dividends, either in cash or property, on any share of its Capital Stock or other equity interests (except dividends or other distributions (i) payable solely in shares of Capital Stock or other equity interests of the Company and (ii) payable by a Wholly-owned Subsidiary to the Company or to another Whollyowned Subsidiary); (b) directly or indirectly, or through any Subsidiary or through any Affiliate of the Company, purchase, redeem or retire any shares of its Capital Stock of any class or other equity interests or any warrants, rights or options to purchase or acquire any shares of its Capital Stock or other equity interests (other than in exchange for or out of

(b) Any Person which becomes a Subsidiary after the date hereof shall for all purposes of this Section 9.4 be deemed to have created, assumed or incurred at the time it becomes a Subsidiary all Debt and Preferred Stock of such Person existing immediately after it becomes a Subsidiary. 9.5. Limitation on Restricted Payments. Probex will not permit the Company to, and the Company will not, and will not permit any Subsidiary to, except as hereinafter provided: (a) declare or pay any dividends, either in cash or property, on any share of its Capital Stock or other equity interests (except dividends or other distributions (i) payable solely in shares of Capital Stock or other equity interests of the Company and (ii) payable by a Wholly-owned Subsidiary to the Company or to another Whollyowned Subsidiary); (b) directly or indirectly, or through any Subsidiary or through any Affiliate of the Company, purchase, redeem or retire any shares of its Capital Stock of any class or other equity interests or any warrants, rights or options to purchase or acquire any shares of its Capital Stock or other equity interests (other than in exchange for or out of the net cash proceeds to the company from the substantially concurrent issue or sale of shares of Capital Stock or other equity interest of the Company or warrants, rights or options to purchase or acquire any shares of its Capital Stock or other equity interests); or (c) make any other payment or distribution, either directly or indirectly or through any Subsidiary, in respect of its Capital Stock or other equity interest, warrant, right or option; (such declarations or payments of dividends, purchases, redemptions or retirements of Capital Stock or other equity interests and warrants, rights or options and all such other payments or distributions being herein collectively called "Restricted Payments"). Notwithstanding anything to the contrary in this Section 9.5, as long as the Company pays its liabilities as they come due, meets its budgeted capital expenditures, maintains a minimum of $500,000 of working capital, of which $200,000 must be in cash, and no Event of Default has occurred and is continuing, the Company may make payments or distributions in respect of its Capital Stock to Probex. 9.6. Limitation on Investment. Probex will not permit the Company to, and the Company will not, and will not permit any Subsidiary to, make any Investments, other than: (a) Investments in and to Wholly-owned Subsidiaries; (b) Investments representing loans or advances to officers, directors and employees for expenses (including moving expenses related to a transfer) incidental to carrying on the business of the Company or any Whollyowned Subsidiary in an aggregate outstanding amount not to exceed $50,000; 24

For purposes of this Section 9.6, at any time when a corporation becomes a Subsidiary, all Investments of such corporation at such time shall be deemed to have been made by such corporation, as a Subsidiary, at such time. 9.7. Sale of Assets. Probex shall not permit the Company to, and the Company shall not, and shall not permit any Subsidiary to, sell, lease, transfer or otherwise dispose of assets (except assets sold in the ordinary course of business for fair market value). 9.8. Limitation on Restrictive Agreements. Probex will not permit the Company to, and the Company will not, and will not permit any Subsidiary to, enter into any agreement with any Person which, directly or indirectly, prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to the Company or prepay any Debt owed to the Company, (b) make loans or advances to the Company, or (c) transfer any of its properties or assets to the Company (other than with respect to assets subject to Liens permitted by Section 9.3). 9.9. Ownership of the Company. Probex will at all times own, directly, or indirectly, not less than 100% of all the

For purposes of this Section 9.6, at any time when a corporation becomes a Subsidiary, all Investments of such corporation at such time shall be deemed to have been made by such corporation, as a Subsidiary, at such time. 9.7. Sale of Assets. Probex shall not permit the Company to, and the Company shall not, and shall not permit any Subsidiary to, sell, lease, transfer or otherwise dispose of assets (except assets sold in the ordinary course of business for fair market value). 9.8. Limitation on Restrictive Agreements. Probex will not permit the Company to, and the Company will not, and will not permit any Subsidiary to, enter into any agreement with any Person which, directly or indirectly, prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to the Company or prepay any Debt owed to the Company, (b) make loans or advances to the Company, or (c) transfer any of its properties or assets to the Company (other than with respect to assets subject to Liens permitted by Section 9.3). 9.9. Ownership of the Company. Probex will at all times own, directly, or indirectly, not less than 100% of all the issued and outstanding Capital Stock (and any Securities convertible at any time and form time to time into Capital Stock) of the Company free and clear of all liens other than liens evidenced by the Security Documents. 9.10. Line of Business. Probex will not permit the Company to, and the Company will not, and will not permit any of the Subsidiaries to, engage in any business if, as a result, the general nature of the business in which the Company and the Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business in which the Company and the Subsidiaries, taken as a whole, are engaged on the Set Date. 9.11. Future Contract. Probex will not allow the Company to, and the Company agrees that it will not, enter into any contractual relationship unless such contract will continue to be in full force and effect after an Event of Default that results in the foreclosure of the common stock of the Company owned by Probex or the sale of all or substantially all of the assets of the Company. 10. EVENTS OF DEFAULT. An "Event of Default" shall exist and the Company shall provide the Holders with immediate written notice if any of the following conditions or events shall occur: (a) the Company defaults in the payment of any principal on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or (b) the Company defaults in the payment of any interest on any Note for more than five days after the same becomes due and payable; or (c) the Company defaults in the performance of or compliance with any term contained in Section 9.2; or 25

(d) Probex or the Company defaults in the performance of or compliance with any term contained herein (other than those referred to in paragraphs (a), (b) and (c) of this Section 10) and such default is not remedied within 30 days after the occurrence thereof; or (e) Probex has not, on or before September 30, 2001, secured commitments for financing for its working capital and debt and equity financing or other arrangement for the construction of an initial facility using Probex proprietary technology; or (f) the Probex Common Stock is at any time not listed on a United States national securities exchange or reported by the Nasdaq National Market System or Small Cap Market System; or (g) any representation or warranty made in writing by or on behalf of the Company, any Additional Subsidiary Guarantor or by any officer of Probex, the Company or any Additional Subsidiary Guarantor in this Agreement or in any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made; or

(d) Probex or the Company defaults in the performance of or compliance with any term contained herein (other than those referred to in paragraphs (a), (b) and (c) of this Section 10) and such default is not remedied within 30 days after the occurrence thereof; or (e) Probex has not, on or before September 30, 2001, secured commitments for financing for its working capital and debt and equity financing or other arrangement for the construction of an initial facility using Probex proprietary technology; or (f) the Probex Common Stock is at any time not listed on a United States national securities exchange or reported by the Nasdaq National Market System or Small Cap Market System; or (g) any representation or warranty made in writing by or on behalf of the Company, any Additional Subsidiary Guarantor or by any officer of Probex, the Company or any Additional Subsidiary Guarantor in this Agreement or in any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made; or (h) (i) the Company or any Additional Subsidiary Guarantor is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any Debt that is outstanding in an aggregate principal amount exceeding $250,000 beyond any period of grace provided with respect thereto, or (ii) the Company or any Additional Subsidiary Guarantor is in default in the performance of or compliance with any term of any evidence of any Debt in an aggregate outstanding principal amount exceeding $250,000 or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Debt has become, or has been declared (or one or more Persons are entitled to declare such Debt to be), due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Debt to convert such Debt into equity interests), (x) the Company or any Additional Subsidiary Guarantor has become obligated to purchase or repay Debt before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount exceeding $250,000 or (y) one or more Persons have the right to require the Company or any Additional Subsidiary Guarantor so to purchase or repay such Debt; or (i) Probex, the Company or any Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) 26

is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or (j) a court or governmental authority of competent jurisdiction enters an order appointing, without consent by Probex, the Company or any of its Subsidiaries, a custodian, receiver, trustee or other officer with similar powers with respect to any of them or with respect to any substantial part of any of their property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Company or any of its Subsidiaries, or any such petition shall be filed against the Company or any of its Subsidiaries and such petition shall not be dismissed within 60 days; or (k) Probex receives a "going concern" opinion from its auditors; or (l) a final judgment or judgments for the payment of money aggregating in excess of $50,000 is or are outstanding against one or more of the Company and its Subsidiaries and which judgments are not, within 30 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 30 days after the expiration

is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or (j) a court or governmental authority of competent jurisdiction enters an order appointing, without consent by Probex, the Company or any of its Subsidiaries, a custodian, receiver, trustee or other officer with similar powers with respect to any of them or with respect to any substantial part of any of their property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Company or any of its Subsidiaries, or any such petition shall be filed against the Company or any of its Subsidiaries and such petition shall not be dismissed within 60 days; or (k) Probex receives a "going concern" opinion from its auditors; or (l) a final judgment or judgments for the payment of money aggregating in excess of $50,000 is or are outstanding against one or more of the Company and its Subsidiaries and which judgments are not, within 30 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 30 days after the expiration of such stay; or (m) (i) default shall occur in the observance or performance of any covenant or agreement contained in the Guaranty Agreement which is not remedied within 30 days after the occurrence thereof, (ii) the Guaranty Agreement shall cease to be in full force and effect for any reason whatsoever, including, without limitation, a determination by any governmental body or court that such agreement is invalid, void or unenforceable or (iii) Probex, the Company or an Additional Subsidiary Guarantor, as the case may be, shall contest or deny in writing the validity or enforceability of any of its obligations under the Guaranty Agreement; or (n) (i) any Security Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid security interest in the Collateral purported to be covered thereby or such security interest shall for any reason cease to be a perfected security interest (having the priority provided for therein) subject only to Liens permitted pursuant to Section 9.3, or (ii) any material provision of any Security Document shall for any reason cease to be valid and binding on or enforceable against Probex, the Company or any Subsidiary party thereto or Probex, the Company or any Subsidiary shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or (o) (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under Section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA Section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of any 27

such proceedings, (iii) the aggregate "amount of unfunded benefit liabilities" (within the meaning of Section 4001 (a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed $50,000, (iv) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefits plans, (v) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (i) through (iv) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect. As used in Section 10(o), the terms "employee benefit plan" and "employee welfare benefit plan" shall have the respective meanings assigned to such terms in Section 3 of ERISA. 11. REMEDIES ON DEFAULT, ETC.

such proceedings, (iii) the aggregate "amount of unfunded benefit liabilities" (within the meaning of Section 4001 (a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed $50,000, (iv) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefits plans, (v) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (i) through (iv) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect. As used in Section 10(o), the terms "employee benefit plan" and "employee welfare benefit plan" shall have the respective meanings assigned to such terms in Section 3 of ERISA. 11. REMEDIES ON DEFAULT, ETC. 11.1. Acceleration; Conversion. (a) If an Event of Default described in paragraph (i) and (j) of Section 10 has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any Event of Default described in paragraph (a) or (b) of Section 10 has occurred and is continuing, any Holder or Holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (c) If any Event of Default described in paragraph (e), (f), or (k) of Section 10 has occurred and is continuing: during the first thirty days after such an Event of Default, the Holders and the Company shall attempt to reach agreement on a plan of action for Probex and the Company. During that period, the Required Holders shall have the right, but not the obligation, to appoint the Holder Representative to represent the Holders in trying to reach such an agreement. If an agreement is not reached during that thirty day period, then during the ten day period thereafter, the Required Holders shall have the right, but not the obligation, to vote to cause all of the then outstanding Notes to become immediately due and payable. (d) If any other Event of Default has occurred and is continuing, the Required Holders may at any time at their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 11.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus all accrued and unpaid interest thereon shall all be 28

immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for). 11.2. Other Remedies. If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 11.1, the Holder of any Note at the time outstanding may proceed to protect and enforce the rights of such Holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise. 11.3. Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 11.1, the Required Holders by written notice to the Company, may rescind and annul any such

immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for). 11.2. Other Remedies. If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 11.1, the Holder of any Note at the time outstanding may proceed to protect and enforce the rights of such Holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise. 11.3. Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 11.1, the Required Holders by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of the Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 16, and (c) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 11.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. (a) No Waivers or Election of Remedies, Expenses, etc. No course of dealing and no delay on the part of any Holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such Holder's rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any Holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 14, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such Holder incurred in any enforcement or collection under this Section 11.4, including, without limitation, reasonable attorneys' fees, expenses and disbursements. 12. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES. 12.1. Registration of Notes. The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each Holder and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the 29

owner and Holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any Holder promptly upon request therefore, a complete and correct copy of the names and addresses of all registered Holders. 12.2. Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered Holder or his attorney duly authorized in writing, accompanied by the address for notices of each transferee of such Note or part thereof and upon delivery by the Holder of an opinion of counsel satisfactory to the Company confirming an exemption from registration under the Securities Act and any available state securities law; provided that if the beneficial ownership of the Note remains the same no such opinion of counsel shall be required), the Company shall execute and deliver, at the Company's expense (except as provided below), one or more new Notes (as requested by the Holder thereof) in such series in exchange therefore, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such Holder may request and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated

owner and Holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any Holder promptly upon request therefore, a complete and correct copy of the names and addresses of all registered Holders. 12.2. Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered Holder or his attorney duly authorized in writing, accompanied by the address for notices of each transferee of such Note or part thereof and upon delivery by the Holder of an opinion of counsel satisfactory to the Company confirming an exemption from registration under the Securities Act and any available state securities law; provided that if the beneficial ownership of the Note remains the same no such opinion of counsel shall be required), the Company shall execute and deliver, at the Company's expense (except as provided below), one or more new Notes (as requested by the Holder thereof) in such series in exchange therefore, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such Holder may request and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. 12.3. Replacement of Notes. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be notice from the Holder of such ownership and such loss, theft, destruction or mutilation), and (a) in the case of loss, theft or destruction, receipt of an unsecured indemnity reasonably satisfactory to it, or (b) in the case of mutilation, upon surrender and cancellation thereof, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note of such series, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon. 13. PAYMENT OF NOTES. 13.1. Place of Payment. Subject to Section 13.2, payments of principal and interest becoming due and payable on the Notes shall be made in Dallas, Texas. The Company may at any time, by notice to each Holder, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction. 30

13.2. Home Office Payment. So long as any Purchaser or its nominee shall be a Holder, and notwithstanding anything contained in Section 13.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal and interest by the method and at the address specified for such purpose below such Purchaser's name in Schedule A, or by such other method or at such other address as such Purchaser or nominee shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser or nominee shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 13.1. Prior to any sale or other disposition of any Note, any Purchaser or its nominee will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 12.2. 14. EXPENSES, ETC.

13.2. Home Office Payment. So long as any Purchaser or its nominee shall be a Holder, and notwithstanding anything contained in Section 13.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal and interest by the method and at the address specified for such purpose below such Purchaser's name in Schedule A, or by such other method or at such other address as such Purchaser or nominee shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser or nominee shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 13.1. Prior to any sale or other disposition of any Note, any Purchaser or its nominee will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 12.2. 14. EXPENSES, ETC. 14.1. Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys' fees of a special counsel and, if reasonably required, local or other counsel, provided that any such expenses incurred in excess of $50,000 on or before the Closing shall be borne by the Purchasers) incurred by each Purchaser or Holder in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder, and (b) the costs and expenses, including financial advisors' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes. The Company will pay, and will save each Purchaser or other Holder harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those retained by such Purchaser or other Holder). 14.2. Survival. The obligations of the Company under this Section 14 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement or the Notes, and the termination of this Agreement. 15. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser 31

of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder, regardless of any investigation made at any time by or on behalf of any Purchaser or any other Holder. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers, Probex and the Company and supersede all prior agreements and understandings relating to the subject matter hereof. 16. AMENDMENT AND WAIVER. 16.1. Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, and the Notes may be amended and the observance of any term of the Notes may be waived (either retroactively or prospectively), with and only with the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section

of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder, regardless of any investigation made at any time by or on behalf of any Purchaser or any other Holder. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers, Probex and the Company and supersede all prior agreements and understandings relating to the subject matter hereof. 16. AMENDMENT AND WAIVER. 16.1. Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, and the Notes may be amended and the observance of any term of the Notes may be waived (either retroactively or prospectively), with and only with the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 6 or 20 hereof, or any defined term (as it is used therein), will be effective as to each Purchaser unless consented to by each Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 11 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest on, the Notes, (ii) change the percentage of the principal amount of the Notes, the Holders of which are required to consent to any such amendment or waiver or (iii) amend any of Sections 10, 11, 16 or 19. 16.2. Solicitation of Holders of Notes. (a) Solicitation -- the Company will provide each Holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 16 to each Holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders of Notes. (b) Payment -- the Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security, to any Holder of Notes as consideration for or as an inducement to the entering into by any Holder of Notes of any waiver or amendment of any of the terms and provisions hereof or of the Notes unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, 32

ratably to each Holder of Notes then outstanding whether or not such Holder consented to such waiver or amendment. 16.3. Binding Effect, etc. Any amendment or waiver consented to as provided in this Section 16 applies equally to all Holders of Notes and is binding upon them and upon each future Holder of Notes and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and any Holder nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any Holder. As used herein, the term "this Agreement" and references thereto shall mean this Agreement as it may from time to time be amended or supplemented. 16.4. Notes Held by Company, etc. Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon the direction of the Holders of a specified percentage of

ratably to each Holder of Notes then outstanding whether or not such Holder consented to such waiver or amendment. 16.3. Binding Effect, etc. Any amendment or waiver consented to as provided in this Section 16 applies equally to all Holders of Notes and is binding upon them and upon each future Holder of Notes and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and any Holder nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any Holder. As used herein, the term "this Agreement" and references thereto shall mean this Agreement as it may from time to time be amended or supplemented. 16.4. Notes Held by Company, etc. Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon the direction of the Holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding. 17. NOTICES. All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent: (i) if to a Purchaser or its nominee, to such Purchaser or its nominee at the address specified for such communications in Schedule A, or at such other address as such Purchaser or its nominee shall have specified to the Company in writing, (ii) if to any other Holder, to such Holder at such address as such other Holder shall have specified to the Company in writing, or (iii) if to the Company, to the Company at its address set forth at the beginning hereof to the attention of Bruce Hall, or at such other address as the Company shall have specified to the Holder of each Note in writing. (iv) If to Probex, to Probex at 13355 Noel Road, Suite 1200, Dallas, Texas 75240 to the attention of Bruce Hall, or at such other address as Probex shall have specified to the Holder of each Note in writing. Notices under this Section 17 will be deemed given only when actually received. 33

18. REPRODUCTION OF DOCUMENTS. This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by each Holder at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Holder, may be reproduced by such Holder by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and such Holder may destroy any original document so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Holder in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 18 shall not prohibit the Company or any Holder from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

18. REPRODUCTION OF DOCUMENTS. This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by each Holder at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Holder, may be reproduced by such Holder by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and such Holder may destroy any original document so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Holder in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 18 shall not prohibit the Company or any Holder from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction. 19. SUBSTITUTION OF PURCHASER. Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that such Purchaser has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate's agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, wherever the word "Purchaser" is used in this Agreement (other than in this Section 19), such word shall be deemed to refer to such Affiliate in lieu of the previous Purchaser. In the event that such Affiliate is so substituted as a purchaser hereunder and such Affiliate thereafter transfers to any Purchaser all of the Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, wherever the word "Purchaser" is used in this Agreement (other than in this Section 19), such word shall no longer be deemed to refer to such Affiliate, but shall refer to the Purchaser, and the Purchaser shall have all the rights of an original Holder under this Agreement. 20. REGISTRATION RIGHTS 20.1. Filing and Effectiveness of Registration Statement. Probex shall prepare and file with the SEC as soon as practicable after the Closing of this Agreement, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use all commercially reasonable efforts to cause the SEC to declare such Registration Statement effective under the Securities Act as promptly as practicable but not later than 120 days after the Closing. Probex shall notify the Holder by written notice that such Registration Statement has been declared effective by the SEC within three (3) business days of such declaration by the SEC. 34

20.2. Obligations Of Probex. In connection with the registration of the Registrable Securities, Probex shall use all commercially reasonably efforts to: (a) Promptly (i) prepare and file with the Commission such amendments (including post-effective amendments) to the Registration Statement and supplements to the Prospectus as may be necessary to keep the Registration Statement continuously effective and in compliance with the provisions of the Securities Act applicable thereto so as to permit the Prospectus forming part thereof to be current and useable by Holder for resales of the Registrable Securities for a period of two years from the date on which the Registration Statement is first declared effective by the Commission or such shorter period that will terminate when all the Registrable Securities covered by the Registration Statement have been sold pursuant thereto in accordance with the plan of distribution provided in the Prospectus, transferred pursuant to Rule 144 under the Securities Act or otherwise transferred in a manner that results in the delivery of new securities not subject to transfer restrictions under the Securities Act (the "Registration Period") and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and (B) the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does

20.2. Obligations Of Probex. In connection with the registration of the Registrable Securities, Probex shall use all commercially reasonably efforts to: (a) Promptly (i) prepare and file with the Commission such amendments (including post-effective amendments) to the Registration Statement and supplements to the Prospectus as may be necessary to keep the Registration Statement continuously effective and in compliance with the provisions of the Securities Act applicable thereto so as to permit the Prospectus forming part thereof to be current and useable by Holder for resales of the Registrable Securities for a period of two years from the date on which the Registration Statement is first declared effective by the Commission or such shorter period that will terminate when all the Registrable Securities covered by the Registration Statement have been sold pursuant thereto in accordance with the plan of distribution provided in the Prospectus, transferred pursuant to Rule 144 under the Securities Act or otherwise transferred in a manner that results in the delivery of new securities not subject to transfer restrictions under the Securities Act (the "Registration Period") and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and (B) the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (b) During the Registration Period, comply with the provisions of the Securities Act with respect to the Registrable Securities of Probex covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Holder as set forth in the Prospectus forming part of the Registration Statement; (c) (i) Prior to the filing with the SEC of any Registration Statement (including any amendments thereto) and the distribution or delivery of any Prospectus (including any supplements thereto), provide draft copies thereof (including a copy of the accountant's consent letter to be included in the filing) to Stonegate Securities, Inc. ("Stonegate") and reflect in such documents all such comments as Stonegate reasonably may propose; and (ii) furnish to Stonegate for delivery to each Holder whose Registrable Securities are included in the Registration Statement, (A) promptly after the same is prepared and publicly distributed, filed with the Commission, or received by Probex, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (B) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as such Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder; (d) (i) Register or qualify the Registrable Securities covered by the Registration Statement under such securities or "blue sky" laws of all jurisdictions requiring blue sky registration or qualification, (ii) prepare and file in such jurisdictions 35

such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that Probex shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 20.2(d), (B) subject itself to general taxation in any such jurisdiction or (C) file a

such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that Probex shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 20.2(d), (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify each Holder in writing of the occurrence of any event, as a result of which the Prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each Holder as such Holder may reasonably request provided, however, that any such delay in the Holders' ability to sell under an effective Prospectus caused by this subsection (e) or subsection (f) below shall be limited during any consecutive 365 day period to two (2) thirty-day periods which thirty-day periods cannot be consecutive; (f) As promptly as practicable after becoming aware of such event, notify each Holder in writing who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, recession or removal of such stop order or other suspension provided, however, that any such delay in the Holders' ability to sell under an effective Prospectus caused by this subsection (f) or subsection (e) above shall be limited during any consecutive 365 day period to two (2) thirty-day periods which thirty-day periods cannot be consecutive; (g) Cause all the Registrable Securities covered by the Registration Statement to be listed on the principal national securities exchange, or included in an inter-dealer quotation system of a registered national securities association, on or in which securities of the same class or series issued by Probex are then listed or included; (h) Maintain a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the effective date of the Registration Statement; (i) Cooperate with the Holder who hold Registrable Securities being offered to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the registration statement and enable such certificates 36

for the Registrable Securities to be in such denominations or amounts, as the case may be, as the Holder reasonably may request and registered in such names as the Holder may request; and, within three business days after a registration statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by Probex to deliver to the transfer agent for the Registrable Securities (with copies to the Holder whose Registrable Securities are included in such registration statement) an appropriate instruction and, to the extent necessary, an opinion of such counsel; (j) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holder of their Registrable Securities in accordance with the intended methods therefore provided in the Prospectus which are customary under the circumstances; (k) Make generally available to its security holders as soon as practicable, but in any event not later than three (3) months after (i) the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, and (ii) the effective date of each post-effective amendment to the Registration Statement, as the case may be, an earnings statement of Probex and its subsidiaries complying with Section 11(a) of the Securities Act

for the Registrable Securities to be in such denominations or amounts, as the case may be, as the Holder reasonably may request and registered in such names as the Holder may request; and, within three business days after a registration statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by Probex to deliver to the transfer agent for the Registrable Securities (with copies to the Holder whose Registrable Securities are included in such registration statement) an appropriate instruction and, to the extent necessary, an opinion of such counsel; (j) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holder of their Registrable Securities in accordance with the intended methods therefore provided in the Prospectus which are customary under the circumstances; (k) Make generally available to its security holders as soon as practicable, but in any event not later than three (3) months after (i) the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, and (ii) the effective date of each post-effective amendment to the Registration Statement, as the case may be, an earnings statement of Probex and its subsidiaries complying with Section 11(a) of the Securities Act and the rules and regulations of the SEC thereunder (including, at the option of Probex, Rule 158); 20.3. Obligations Of The Holder. In connection with the registration of the Registrable Securities, the Holder shall have the following obligations: (a) It shall be a condition precedent to the obligations of Probex to complete the registration pursuant to this Section 20 with respect to the Registrable Securities of a particular Holder that such Holder shall furnish to Probex such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as Probex may reasonably request. As least ten business days prior to the first anticipated filing date of the Registration Statement, Probex shall notify each Holder and its counsel, whether in-house or otherwise of the information Probex requires from each such Holder (the "Requested Information") if such Holder elects to have any of its Registrable Securities included in the Registration Statement. If at least four business days prior to the anticipated filing date Probex has not received the Requested Information from an Holder (a "Non-Responsive Holder") or its counsel, then Probex shall send such Non-Responsive Holder and its counsel a reminder of such information request. If at least two business days prior to the anticipated filing date Probex still has not received the Requested Information from such Non-Responsive Holder or its counsel, then Probex may file the Registration Statement without including Registrable Securities of such Non-Responsive Holder and have no further registration obligations to the Non-Responsive Holder; (b) Each Holder by its acceptance of the Registrable Securities agrees to cooperate with Probex in connection with the preparation and filing of the Registration 37

Statement hereunder, unless such Holder has notified Probex in writing of its election to exclude all of its Registrable Securities from the Registration Statement; Probex shall, on its part, ensure that Item 507 of Regulation S-K of the Securities Act (regarding information on the selling security holders) be complied with in connection with its preparation and filing of the Registration Statement hereunder; (c) As promptly as practicable after becoming aware of such event, notify Probex of the occurrence of any event, as a result of which the Prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (d) Each Holder agrees that, upon receipt of any written notice from Probex of the occurrence of any event of the kind described in Section 20.2(e) or 20.2(f), it shall immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 20.2(e) and, if so directed by Probex, such Holder shall deliver to Probex (at the expense of Probex) or destroy (and deliver to Probex a certificate of

Statement hereunder, unless such Holder has notified Probex in writing of its election to exclude all of its Registrable Securities from the Registration Statement; Probex shall, on its part, ensure that Item 507 of Regulation S-K of the Securities Act (regarding information on the selling security holders) be complied with in connection with its preparation and filing of the Registration Statement hereunder; (c) As promptly as practicable after becoming aware of such event, notify Probex of the occurrence of any event, as a result of which the Prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (d) Each Holder agrees that, upon receipt of any written notice from Probex of the occurrence of any event of the kind described in Section 20.2(e) or 20.2(f), it shall immediately discontinue its disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 20.2(e) and, if so directed by Probex, such Holder shall deliver to Probex (at the expense of Probex) or destroy (and deliver to Probex a certificate of destruction) all copies in such Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. 20.4. Expenses Of Registration. All expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Section 20.2, but including, without limitation, all registration, listing, and qualifications fees, printing and engraving fees, accounting fees, and the fees and disbursements of counsel for Probex, and the reasonable fees, not to exceed $5,000.00, of one firm of counsel to the Holders of a majority in interest of the Registrable Securities shall be borne by Probex. 20.5. Indemnification And Contribution. (a) Probex shall indemnify and hold harmless each Holder and each underwriter, if any, which facilitates the disposition of Registrable Securities, and each of their respective officers and directors and each person who controls such Holder or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Person") from and against any losses, claims, damages or liabilities, joint or several, to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Prospectus or an omission or alleged omission to state therein a material fact required to be stated therein 38

or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and Probex hereby agrees to reimburse such Indemnified Person for all reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim as and when such expenses are incurred; provided, however, that Probex shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission from, such Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to Probex by such Indemnified Person expressly for use therein or (ii) in the case of the occurrence of an event of the type specified in Section 22.2(e), the use by the Indemnified Person of an outdated or defective Prospectus after Probex has provided to such Indemnified Person written notice that such Prospectus is outdated or defective. (b) Indemnification by the Holder and Underwriters. Each Holder agrees, as a consequence of the inclusion of any of its Registrable Securities in a Registration Statement, and each underwriter, if any, which facilitates the disposition of Registrable Securities shall agree, as a consequence of facilitating such disposition of Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless Probex, its directors (including any person who, with his or her consent, is named in the Registration Statement as a director nominee of Probex), its officers

or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and Probex hereby agrees to reimburse such Indemnified Person for all reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim as and when such expenses are incurred; provided, however, that Probex shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission from, such Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to Probex by such Indemnified Person expressly for use therein or (ii) in the case of the occurrence of an event of the type specified in Section 22.2(e), the use by the Indemnified Person of an outdated or defective Prospectus after Probex has provided to such Indemnified Person written notice that such Prospectus is outdated or defective. (b) Indemnification by the Holder and Underwriters. Each Holder agrees, as a consequence of the inclusion of any of its Registrable Securities in a Registration Statement, and each underwriter, if any, which facilitates the disposition of Registrable Securities shall agree, as a consequence of facilitating such disposition of Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless Probex, its directors (including any person who, with his or her consent, is named in the Registration Statement as a director nominee of Probex), its officers and each person, if any, who controls Probex within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which Probex or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such Registration Statement or Prospectus or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made,