(as Defined In The Note Purchase Agreement - PROBEX CORP - 12-22-2000

Document Sample
(as Defined In The Note Purchase Agreement - PROBEX CORP - 12-22-2000 Powered By Docstoc
					EXHIBIT 10.22.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. NOTE PROBEX FLUIDS RECOVERY, INC. 7% SENIOR SECURED CONVERTIBLE NOTE, DUE NOVEMBER 29, 2004 No.______ $_______ November 29, 2000 FOR VALUE RECEIVED, the undersigned, PROBEX FLUIDS RECOVERY, INC. (herein called the "Company"), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to _______, or registered assigns, the principal sum of _______ DOLLARS on November 28, 2004, with interest (computed on the basis of a 360-day year of twelve 30-day months) payable semiannually, on the 1st day of January and July in each year, commencing on January 1, 2001 (or, upon the occurrence of an Event of Default (as defined in the Note Purchase Agreement referred to below) and until such Event of Default has been cured or waived in writing (such period constituting a "Default Interest Period"), at the option of the Holder hereof, on demand), until the principal hereof shall have been paid in full, (a) on the unpaid balance hereof at the rate of 7% per annum and (b) during a Default Interest Period on the unpaid balance hereof and on all other obligations of the Company under the Note Purchase Agreement referred to below, including, to the extent permitted by law, on any overdue payment (including any overdue prepayment) of principal, and any overdue payment of interest, at the Default Rate (as defined in the Note Purchase Agreement referred to below). Terms with initial capital letters which are used but not otherwise defined herein shall have the meanings given to such terms in the Note Purchase Agreement referenced below. 1. GENERAL. 1.1. Payments of principal of this Note are to be made in lawful money of the United States of America and, at the option of the Holder of this Note, interest on this Note may be made in either (a) lawful money of the United States of America or (b) if the Holder so notifies the Company in writing prior to the purchase of this Note, in Probex Common Stock in an amount equal to the amount of such interest payment divided by the 1

Current Market Price of the Probex Common Stock. Notwithstanding 1.1(b) above, if the stockholders of Probex have not approved for issuance a sufficient number of shares of Probex Common Stock to make the interest payments in Probex Common Stock or the Probex Common Stock to be issued for payment of interest is issued at a price less than $1.40 per share, the interest payment shall be made in accordance with 1.1(a) above. Payments of principal and interest on this Note shall be made at Dallas, Texas, or at such other place as the Holder of this Note shall have designated by written notice to the Company as provided in the Note Purchase Agreement referred to below. This Note is not prepayable except upon acceleration by the Holders after an Event of Default as provided in Section 10 of the Note Purchase Agreement. 1.2. This Note is one of a series of Senior Secured Convertible Notes (herein called the "Notes") issued pursuant to the Note Purchase Agreement, of even date herewith (as from time to time amended, the "Note Purchase

Current Market Price of the Probex Common Stock. Notwithstanding 1.1(b) above, if the stockholders of Probex have not approved for issuance a sufficient number of shares of Probex Common Stock to make the interest payments in Probex Common Stock or the Probex Common Stock to be issued for payment of interest is issued at a price less than $1.40 per share, the interest payment shall be made in accordance with 1.1(a) above. Payments of principal and interest on this Note shall be made at Dallas, Texas, or at such other place as the Holder of this Note shall have designated by written notice to the Company as provided in the Note Purchase Agreement referred to below. This Note is not prepayable except upon acceleration by the Holders after an Event of Default as provided in Section 10 of the Note Purchase Agreement. 1.2. This Note is one of a series of Senior Secured Convertible Notes (herein called the "Notes") issued pursuant to the Note Purchase Agreement, of even date herewith (as from time to time amended, the "Note Purchase Agreement"), between the Company and the Purchasers named therein and is entitled to the benefits thereof. Each Holder of this Note will be deemed by its acceptance hereof to have made the representation set forth in Section 6 of the Note Purchase Agreement. 1.3. This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered Holder hereof or such Holder's attorney duly authorized in writing, and upon the delivery by Holder to the Company 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), a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. 1.4. If an Event of Default occurs, the Holder shall be entitled to pursue the remedies set forth in Section 11 of the Note Purchase Agreement. 1.5. The payment of all principal or premium, if any, and interest on this Note and the other Notes outstanding under the Note Purchase Agreement has been unconditionally Guaranteed by Probex Corp., parent of the Company, pursuant to the Guaranty Agreement. Reference is hereby made thereto for a statement of the rights and benefits accorded thereby. 1.6. This Note is equally and ratably secured by the Security Documents. Reference is hereby made to the Security Documents for a description of the collateral thereby mortgaged, warranted, bargained, sold, released, conveyed, assigned, transferred, pledged and hypothecated, the nature and extent of the security for the Notes, the rights of the Holders of the Notes, the Collateral Agent in respect of such security and otherwise. 2

1.7. This Note is convertible as provided in Section 2 below. Securities issued upon conversion of this Note as therein provided shall be subject to the registration rights set forth in Section 21 of the Note Purchase Agreement. 1.8. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of Texas, excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. 2. CONVERSION. At any time, at the option of the Holder, all or any portion of the outstanding principal amount of this Note together with accrued and unpaid interest thereon to the date of conversion (the "Conversion Amount"), shall be convertible into the number of fully-paid and nonassessable shares of Probex Common Stock obtained by dividing the Conversion Amount by the Conversion Price then in effect as adjusted pursuant to Section 3. The initial Conversion Price shall be $1.40. 2.1. The applicable Conversion Price from time to time in effect is subject to adjustment as provided in Section 3 hereof.

1.7. This Note is convertible as provided in Section 2 below. Securities issued upon conversion of this Note as therein provided shall be subject to the registration rights set forth in Section 21 of the Note Purchase Agreement. 1.8. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of Texas, excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. 2. CONVERSION. At any time, at the option of the Holder, all or any portion of the outstanding principal amount of this Note together with accrued and unpaid interest thereon to the date of conversion (the "Conversion Amount"), shall be convertible into the number of fully-paid and nonassessable shares of Probex Common Stock obtained by dividing the Conversion Amount by the Conversion Price then in effect as adjusted pursuant to Section 3. The initial Conversion Price shall be $1.40. 2.1. The applicable Conversion Price from time to time in effect is subject to adjustment as provided in Section 3 hereof. 2.2. Probex shall not issue fractions of shares of Probex Common Stock upon conversion of this Note or scrip in lieu thereof. If any fraction of a share of Probex Common Stock would, except for the provisions of this Section 2.2, be issuable upon conversion of all or any part of this Note, Probex shall in lieu thereof pay to the person entitled thereto an amount in cash equal to the Current Market Value of such fraction, calculated to the nearest one-hundredth (1/100) of a share. 2.3. Whenever the Conversion Price shall be adjusted as provided in Section 3 hereof, Probex shall mail to each Holder, a statement, signed by the chairman of the board, the president, any vice president or treasurer of Probex, showing in reasonable detail the facts requiring such adjustment and the Conversion Price that will be effective after such adjustment. Probex shall also cause a notice setting forth any such adjustments to be sent by mail, first class, postage prepaid, to the Holder of this Note at its address appearing on the stock register. If such notice relates to an adjustment resulting from an event referred to in Section 3.7, such notice shall be included as part of the notice required to be mailed and published under the provisions of Section 3.7 hereof. 2.4. In order to exercise the conversion privilege, the Holder of this Note shall surrender this Note to the principal office of the Company, and shall give written notice to the Company and Probex that the Holder of this Note elects to convert all or any portion of the Conversion Amount. Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Probex Common Stock which shall be issuable on such conversion shall be issued, subject to any restrictions on transfer relating to shares of Probex Common Stock upon conversion thereof. If so required by the Company or Probex, the Note surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Company, duly authorized in writing. The date of receipt by the Company of the Note and Probex of such notice shall be the conversion date. As soon as 3

practicable after receipt of such notice and the surrender of the Note as aforesaid, Probex shall cause to be issued and delivered at such office to the Holder of this Note, or on his or its written order, a certificate or certificates for the number of full shares of Probex Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Section 2.2 in respect of any fraction of a share of Probex Common Stock otherwise issuable upon such conversion. Upon conversion of less than the full Conversion Amount, the amount so converted shall be deemed to reduce first, the amount of any accrued and unpaid interest on the Note, and second, the principal amount of the Note, and Probex shall issue to the order of the Holder of this Note, a new Note in principal amount equal to the remaining principal balance of this Note. 2.5. Probex shall at all times when the Conversion Amount shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purposes of effecting the conversion of this Note, such number of duly authorized shares of Probex Common Stock as shall from time to time be sufficient to effect the conversion of this Note. Before taking any action which would cause an adjustment reducing the Conversion Price below the

practicable after receipt of such notice and the surrender of the Note as aforesaid, Probex shall cause to be issued and delivered at such office to the Holder of this Note, or on his or its written order, a certificate or certificates for the number of full shares of Probex Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Section 2.2 in respect of any fraction of a share of Probex Common Stock otherwise issuable upon such conversion. Upon conversion of less than the full Conversion Amount, the amount so converted shall be deemed to reduce first, the amount of any accrued and unpaid interest on the Note, and second, the principal amount of the Note, and Probex shall issue to the order of the Holder of this Note, a new Note in principal amount equal to the remaining principal balance of this Note. 2.5. Probex shall at all times when the Conversion Amount shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purposes of effecting the conversion of this Note, such number of duly authorized shares of Probex Common Stock as shall from time to time be sufficient to effect the conversion of this Note. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the shares of Probex Common Stock issuable upon conversion of the Note, Probex will take any corporate action which may, in the opinion of its counsel, be necessary in order that Probex may validly and legally issue fully-paid and nonassessable shares of such Probex Common Stock at such adjusted Conversion Price. 2.6. The Conversion Amount which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights under the Note surrendered with respect thereto shall forthwith cease and terminate, except only the right of the Holder of this Note to receive shares of Probex Common Stock in exchange therefor and cash in lieu of fractional shares and, in the case of conversion of less than the full Conversion Amount, a new Note pursuant to Section 2.4 above. 2.7. The conversion right evidenced by this Article 2 shall terminate at any time after the expiration of twelve months from the date of this Note upon (a) written notice from Probex to the Holder (via certified mail, return receipt requested) stating (i) that the sale or bid price for Probex Common Stock has closed at or above $5.60 per share for a consecutive 30 day trading period (and enclosing evidence of such fact) and (ii) that the Holder has a period of 30 days to exercise the conversion or it will terminate (which statement shall be conspicuous, and in bold faced type) pursuant to this Article 2.7 upon the expiration of 30 days following delivery of such notice. 3. ANTI-DILUTION PROVISIONS 3.1. In order to prevent dilution of the right granted hereunder, the Conversion Price shall be subject to adjustment from time to time in accordance with this Section 3. At any given time the Conversion Price, whether as the initial Conversion Price ($1.40 per share) or as last adjusted, shall be that dollar (or part of a dollar) amount the payment of which shall be sufficient at the given time to acquire one share of Probex Common Stock upon conversion of the Conversion Amount. For purposes of this Section 3, the 4

term "Number of Common Shares Deemed Outstanding" at any given time shall mean the sum of (x) the number of shares of Probex Common Stock outstanding at such time, and (y) the number of shares of Probex Common Stock deemed to be outstanding under Sections 3.2(1) to (9), inclusive, at such time. 3.2. Except as provided in Section 3.3 or Section 3.6 below, if and whenever on or after the date of initial issuance of the Note (the "Initial Issuance Date"), Probex shall issue or sell, or shall in accordance with Sections 3.2(1) to (9), inclusive, be deemed to have issued or sold any shares of Probex Common Stock for a consideration per share less than the Conversion Price in effect immediately prior to the time of such issue or sale, then forthwith upon such issue or sale (the "Triggering Transaction"), the Conversion Price shall, subject to subparagraphs (1) to (9) of Section 3.2, be reduced to the Conversion Price (calculated to the nearest tenth of a cent) determined by dividing: o an amount equal to the sum of (x) the product derived by multiplying the Number of Common Shares Deemed Outstanding immediately prior to such Triggering Transaction by the Conversion Price then in effect, plus (y) the consideration, if any, received by Probex upon consummation of such Triggering Transaction, by

term "Number of Common Shares Deemed Outstanding" at any given time shall mean the sum of (x) the number of shares of Probex Common Stock outstanding at such time, and (y) the number of shares of Probex Common Stock deemed to be outstanding under Sections 3.2(1) to (9), inclusive, at such time. 3.2. Except as provided in Section 3.3 or Section 3.6 below, if and whenever on or after the date of initial issuance of the Note (the "Initial Issuance Date"), Probex shall issue or sell, or shall in accordance with Sections 3.2(1) to (9), inclusive, be deemed to have issued or sold any shares of Probex Common Stock for a consideration per share less than the Conversion Price in effect immediately prior to the time of such issue or sale, then forthwith upon such issue or sale (the "Triggering Transaction"), the Conversion Price shall, subject to subparagraphs (1) to (9) of Section 3.2, be reduced to the Conversion Price (calculated to the nearest tenth of a cent) determined by dividing: o an amount equal to the sum of (x) the product derived by multiplying the Number of Common Shares Deemed Outstanding immediately prior to such Triggering Transaction by the Conversion Price then in effect, plus (y) the consideration, if any, received by Probex upon consummation of such Triggering Transaction, by o an amount equal to the sum of (x) the Number of Common Shares Deemed Outstanding immediately prior to such Triggering Transaction plus (y) the number of shares of Probex Common Stock issued (or deemed to be issued in accordance with Sections 3.2(1) to (9)) in connection with the Triggering Transaction. For purposes of determining the adjusted Conversion Price under this Section 3.2, the following subsections (1) to (9), inclusive, shall be applicable: (1) In case Probex at any time shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Probex Common Stock or any stock or other securities convertible into or exchangeable for Probex Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable and the price per share for which the Probex Common Stock is issuable upon exercise, conversion or exchange (determined by dividing (x) the total amount, if any, received or receivable by Probex as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to Probex upon the exercise of all such options, plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (y) the total maximum number of shares of Probex Common Stock issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities) shall be less than the Conversion Price in effect immediately prior to the time of the granting of such Option, then the total maximum amount of Probex Common Stock issuable upon the exercise of such Options or in the case of Options for Convertible Securities, upon the conversion or exchange of such Convertible Securities shall (as of the date of granting of such options) be deemed to be outstanding and to have 5

been issued and sold by Probex for such price per share. No adjustment of the Conversion Price shall be made upon the actual issue of such shares of Probex Common Stock or such Convertible Securities upon the exercise of such Options, except as otherwise provided in subparagraph (3) below. (2) In case Probex at any time shall in any manner issue (whether directly or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Probex Common Stock is issuable upon such conversion or exchange (determined by dividing (x) the total amount received or receivable by Probex as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to Probex upon the conversion or exchange thereof, by (y) the total maximum number of shares of Probex Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Conversion Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Probex Common Stock issuable upon conversion or exchange of all such Convertible Securities shall (as of the date of the issue or sale of such Convertible Securities)

been issued and sold by Probex for such price per share. No adjustment of the Conversion Price shall be made upon the actual issue of such shares of Probex Common Stock or such Convertible Securities upon the exercise of such Options, except as otherwise provided in subparagraph (3) below. (2) In case Probex at any time shall in any manner issue (whether directly or by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Probex Common Stock is issuable upon such conversion or exchange (determined by dividing (x) the total amount received or receivable by Probex as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to Probex upon the conversion or exchange thereof, by (y) the total maximum number of shares of Probex Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Conversion Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Probex Common Stock issuable upon conversion or exchange of all such Convertible Securities shall (as of the date of the issue or sale of such Convertible Securities) be deemed to be outstanding and to have been issued and sold by Probex for such price per share. No adjustment of the Conversion Price shall be made upon the actual issue of such Probex Common Stock upon exercise of the rights to exchange or convert under such Convertible Securities, except as otherwise provided in subparagraph (3) below. (3) If the purchase price provided for in any Options referred to in subparagraph (1), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in subparagraphs (1) or (2), or the rate at which any Convertible Securities referred to in subparagraph (1) or (2) are convertible into or exchangeable for Probex Common Stock shall change at any time (other than under or by reason of provisions designed to protect against dilution of the type set forth in Section 3.2 or Section 3.4), the Conversion Price in effect at the time of such change shall forthwith be readjusted to the Conversion Price which would have been in effect at such time had such options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. If the purchase price provided for in any Option referred to in subparagraph (1) or the rate at which any Convertible Securities referred to in subparagraphs (1) or (2) are convertible into or exchangeable for Probex Common Stock, shall be reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Probex Common Stock upon the exercise of any such Option or upon conversion or exchange of any such Convertible Security, the Conversion Price then in effect hereunder shall forthwith be adjusted to such respective amount as would have been obtained had such Option or Convertible Security never been issued as to such Probex Common Stock and had adjustments been made upon the issuance of the shares of Probex Common Stock delivered as aforesaid, but only if as a result of such adjustment the Conversion Price then in effect hereunder is hereby reduced. 6

(4) On the expiration of any Option or the termination of any right to convert or exchange any Convertible Securities, the Conversion Price then in effect hereunder shall forthwith be increased to the Conversion Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination, never been issued. (5) In case any Options shall be issued in connection with the issue or sale of other securities of Probex, together comprising one integral transaction in which no specific consideration is allocated to such options by the parties thereto, such Options shall be deemed to have been issued without consideration. (6) In case any shares of Probex Common Stock, Options or Convertible Securities shall be issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by Probex therefor. In case any shares of Probex Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by Probex shall be the fair value of such consideration as determined in good faith by the board of directors of Probex. In case any shares of Probex Common Stock, Options or Convertible Securities shall be issued in connection with any merger in which Probex is the surviving company, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving

(4) On the expiration of any Option or the termination of any right to convert or exchange any Convertible Securities, the Conversion Price then in effect hereunder shall forthwith be increased to the Conversion Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination, never been issued. (5) In case any Options shall be issued in connection with the issue or sale of other securities of Probex, together comprising one integral transaction in which no specific consideration is allocated to such options by the parties thereto, such Options shall be deemed to have been issued without consideration. (6) In case any shares of Probex Common Stock, Options or Convertible Securities shall be issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by Probex therefor. In case any shares of Probex Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by Probex shall be the fair value of such consideration as determined in good faith by the board of directors of Probex. In case any shares of Probex Common Stock, Options or Convertible Securities shall be issued in connection with any merger in which Probex is the surviving company, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving company as shall be attributable to such Probex Common Stock, Options or Convertible Securities, as the case may be. (7) The number of shares of Probex Common Stock outstanding at any given time shall not include shares owned or held by or for the account of Probex, and the disposition of any shares so owned or held shall be considered an issue or sale of Probex Common Stock for the purpose of this paragraph 3.2. (8) In case Probex shall declare a dividend or make any other distribution upon the stock of Probex payable in Options or Convertible Securities, then in such case any Options or Convertible Securities, as the case may be, issuable in payment of such dividend or distribution shall be deemed to have been issued or sold without consideration. (9) For purposes of this paragraph 3.2, in case Probex shall take a record of the holders of its Probex Common Stock for the purpose of entitling them (x) to receive a dividend or other distribution payable in Probex Common Stock, Options or in Convertible Securities, or (y) to subscribe for or purchase Probex Common Stock, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Probex Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right or subscription or purchase, as the case may be. 3.3. In the event Probex shall declare a dividend upon the Probex Common Stock (other than a dividend payable in Probex Common Stock) payable otherwise than 7

out of capital surplus, determined in accordance with generally accepted accounting principles, including the making of appropriate deductions for minority interests, if any, in subsidiaries (herein referred to as "Liquidating Dividends"), then, as soon as possible after the conversion of all or any portion of this Note, Probex shall pay to the person converting this Note an amount equal to the aggregate value at the time of such exercise of all Liquidating Dividends (including but not limited to the Probex Common Stock which would have been issued at the time of such earlier exercise and all other securities which would have been issued with respect to such Probex Common Stock by reason of stock splits, stock dividends, mergers or reorganizations, or for any other reason). For the purposes of this Section 3.3, a dividend other than in cash shall be considered payable out of capital surplus only to the extent that such capital surplus is charged an amount equal to the fair value of such dividend as determined in good faith by the Board of Directors of Probex. 3.4. In case Probex shall at any time (i) subdivide the outstanding Probex Common Stock or (ii) issue a stock dividend on its outstanding Probex Common Stock, the number of shares of Probex Common Stock issuable upon conversion of this Note shall be proportionately increased by the same ratio as the subdivision or dividend (with appropriate adjustments to the Conversion Price in effect immediately prior to such subdivision or

out of capital surplus, determined in accordance with generally accepted accounting principles, including the making of appropriate deductions for minority interests, if any, in subsidiaries (herein referred to as "Liquidating Dividends"), then, as soon as possible after the conversion of all or any portion of this Note, Probex shall pay to the person converting this Note an amount equal to the aggregate value at the time of such exercise of all Liquidating Dividends (including but not limited to the Probex Common Stock which would have been issued at the time of such earlier exercise and all other securities which would have been issued with respect to such Probex Common Stock by reason of stock splits, stock dividends, mergers or reorganizations, or for any other reason). For the purposes of this Section 3.3, a dividend other than in cash shall be considered payable out of capital surplus only to the extent that such capital surplus is charged an amount equal to the fair value of such dividend as determined in good faith by the Board of Directors of Probex. 3.4. In case Probex shall at any time (i) subdivide the outstanding Probex Common Stock or (ii) issue a stock dividend on its outstanding Probex Common Stock, the number of shares of Probex Common Stock issuable upon conversion of this Note shall be proportionately increased by the same ratio as the subdivision or dividend (with appropriate adjustments to the Conversion Price in effect immediately prior to such subdivision or dividend). In case Probex shall at any time combine its outstanding Probex Common Stock, the number of shares issuable upon conversion of this Note immediately prior to such combination shall be proportionately decreased by the same ratio as the combination (with appropriate adjustments to the Conversion Price in effect immediately prior to such combination). 3.5. If any capital reorganization or reclassification of the capital stock of Probex, or consolidation or merger of Probex with another company, or the sale of all or substantially all of its assets to another company shall be effected in such a way that holders of Probex Common Stock shall be entitled to receive stock, securities, cash or other property with respect to or in exchange for Probex Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provision shall be made whereby the Holder of this Note shall have the right to acquire and receive upon conversion of the Note, such shares of stock, securities, cash or other property issuable or payable (as part of the reorganization, reclassification, consolidation, merger or sale) with respect to or in exchange for such number of outstanding shares of Probex Common Stock as would have been received upon conversion of the Conversion Amount at the Conversion Price then in effect. Probex will not effect any such consolidation, merger or sale, unless prior to the consummation thereof the successor company (if other than Probex) resulting from such consolidation or merger or the company purchasing such assets shall assume by written instrument mailed or delivered to the Holder of this Note at the last address of the Holder of this Note appearing on the books of Probex, the obligation to deliver to the Holder of this Note such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase. If a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the outstanding shares of Probex Common Stock, Probex shall not effect any consolidation, merger or sale with the person having made such offer or with any Affiliate of such person, unless prior to the 8

consummation of such consolidation, merger or sale the Holder of this Note shall have been given a reasonable opportunity to then elect to receive upon the conversion of the Conversion Amount either the stock, securities or assets then issuable with respect to the Probex Common Stock of Probex or the stock, securities or assets, or the equivalent, issued to previous holders of the Probex Common Stock in accordance with such offer. For purposes hereof, the term "Affiliate", with respect to any given person shall mean any person controlling, controlled by or under common control with the given person. 3.6. The provisions of this Section 3 shall not apply to any Probex Common Stock issued or deemed outstanding under Sections 3.2(a) to (i) inclusive: (i) to any person pursuant to any stock option, stock purchase or similar plan or arrangement for the benefit of employees of Probex or its subsidiaries in effect on the Initial Issuance Date or thereafter adopted by the board of directors of Probex, (ii) pursuant to options, warrants and conversion rights in existence on the Initial Issuance Date, or (iii) on conversion of this Note. 3.7. In the event that: (1) Probex shall declare any cash dividend upon Probex Common Stock, or

consummation of such consolidation, merger or sale the Holder of this Note shall have been given a reasonable opportunity to then elect to receive upon the conversion of the Conversion Amount either the stock, securities or assets then issuable with respect to the Probex Common Stock of Probex or the stock, securities or assets, or the equivalent, issued to previous holders of the Probex Common Stock in accordance with such offer. For purposes hereof, the term "Affiliate", with respect to any given person shall mean any person controlling, controlled by or under common control with the given person. 3.6. The provisions of this Section 3 shall not apply to any Probex Common Stock issued or deemed outstanding under Sections 3.2(a) to (i) inclusive: (i) to any person pursuant to any stock option, stock purchase or similar plan or arrangement for the benefit of employees of Probex or its subsidiaries in effect on the Initial Issuance Date or thereafter adopted by the board of directors of Probex, (ii) pursuant to options, warrants and conversion rights in existence on the Initial Issuance Date, or (iii) on conversion of this Note. 3.7. In the event that: (1) Probex shall declare any cash dividend upon Probex Common Stock, or (2) Probex shall declare any dividend upon Probex Common Stock payable in stock or make any special dividend or other distribution to the holders of its Probex Common Stock, or (3) Probex shall offer for subscription pro rata to the holders of Probex Common Stock any additional shares of stock of any class or other rights, or (4) there shall be any capital reorganization or reclassification of the capital stock of Probex, including any subdivision or combination of its outstanding shares of Probex Common Stock, or consolidation or merger of Probex with, or sale of all or substantially all of its assets to, another company, or (5) there shall be a voluntary or involuntary dissolution, liquidation or winding up of Probex; then, in connection with such event, Probex shall give to the Holder of this Note: (1) at least twenty (20) days prior written notice of the date on which the books of Probex shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up; and (2) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (i) shall also specify, in the case of any such 9

dividend, distribution or subscription rights, the date on which the holders of Probex Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Probex Common Stock shall be entitled to exchange their Probex Common Stock for securities or other property deliverable upon such reorganization, reclassification consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be. Each such written notice shall be given by first class mail, postage prepaid, addressed to the holders of the Note at the address of each such holder as shown on the books of Probex. 3.8. If at any time or from time to time on or after the Initial Issuance Date, Probex shall grant, issue or sell any Options, Convertible Securities or rights to purchase property (the "Purchase Rights") pro rata to the record holders of any class of Probex Common Stock and such grants, issuances or sales do not result in an adjustment of the Conversion Price under Section 3.2 hereof, then the Holder of this Note shall be entitled to acquire (within thirty (30) days after the later to occur of the initial exercise date of such Purchase Rights or receipt by such holder of the notice concerning Purchase Rights to which such holder shall be entitled under Section 3.7) and upon the terms applicable to such Purchase Rights either:

dividend, distribution or subscription rights, the date on which the holders of Probex Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Probex Common Stock shall be entitled to exchange their Probex Common Stock for securities or other property deliverable upon such reorganization, reclassification consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be. Each such written notice shall be given by first class mail, postage prepaid, addressed to the holders of the Note at the address of each such holder as shown on the books of Probex. 3.8. If at any time or from time to time on or after the Initial Issuance Date, Probex shall grant, issue or sell any Options, Convertible Securities or rights to purchase property (the "Purchase Rights") pro rata to the record holders of any class of Probex Common Stock and such grants, issuances or sales do not result in an adjustment of the Conversion Price under Section 3.2 hereof, then the Holder of this Note shall be entitled to acquire (within thirty (30) days after the later to occur of the initial exercise date of such Purchase Rights or receipt by such holder of the notice concerning Purchase Rights to which such holder shall be entitled under Section 3.7) and upon the terms applicable to such Purchase Rights either: (1) the aggregate Purchase Rights which the Holder of this Note could have acquired if it had held the number of shares of Probex Common Stock acquirable upon conversion of the Conversion Amount immediately before the grant, issuance or sale of such Purchase Rights; provided that if any Purchase Rights were distributed to holders of Probex Common Stock without the payment of additional consideration by such holders, corresponding Purchase Rights shall be distributed to the exercising Holder of this Note as soon as possible after such exercise and it shall not be necessary for the exercising Holder specifically to request delivery of such rights; or (2) in the event that any such Purchase Rights shall have expired or shall expire prior to the end of said thirty (30) day period, the number of shares of Probex Common Stock or the amount of property which the Holder of this Note could have acquired upon such exercise at the time or times at which Probex granted, issued or sold such expired Purchase Rights. 3.9. If any event occurs as to which, in the opinion of the board of directors of Probex, the provisions of this Section 3 are not strictly applicable or if strictly applicable would not fairly protect the rights of the Holder of this Note in accordance with the essential intent and principles of such provisions, then the board of directors shall make an adjustment in the application of such provisions, in accordance with such essential intent and principles, so as to protect such rights as aforesaid, but in no event shall any adjustment have the effect of increasing the Conversion Price as otherwise determined pursuant to any of the provisions of this Section 3 except in the case of a combination of shares of a type contemplated in Section 3.4 and then in no event to an amount larger than the Conversion Price as adjusted pursuant to Section 3.4. 10

4. MAXIMUM LAWFUL RATE 4.1. It is the intent of the Company and the Holders and all other parties to the Note Purchase Agreement, Note and Security Documents to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between Holders or any other holder hereof and the Company (or any other party liable with respect to any indebtedness under the Note Purchase Agreement, Note and Security Documents) are hereby limited by the provisions of this paragraph which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment, default, demand for payment, or acceleration of the maturity of any obligation), shall the interest taken, reserved, contracted for, charged or received under this Note or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the provisions of this paragraph and such document shall be automatically reformed and the interest payable shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If the Holder hereof shall ever receive anything of value which is characterized as interest under applicable law and which would apart from this provision be in excess of the maximum lawful amount, an amount equal to the amount

4. MAXIMUM LAWFUL RATE 4.1. It is the intent of the Company and the Holders and all other parties to the Note Purchase Agreement, Note and Security Documents to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between Holders or any other holder hereof and the Company (or any other party liable with respect to any indebtedness under the Note Purchase Agreement, Note and Security Documents) are hereby limited by the provisions of this paragraph which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment, default, demand for payment, or acceleration of the maturity of any obligation), shall the interest taken, reserved, contracted for, charged or received under this Note or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the provisions of this paragraph and such document shall be automatically reformed and the interest payable shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If the Holder hereof shall ever receive anything of value which is characterized as interest under applicable law and which would apart from this provision be in excess of the maximum lawful amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the indebtedness evidenced hereby in the inverse order of its maturity and not to the payment of interest, or refunded to the Company or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal. The right to accelerate maturity of this Note or any other indebtedness does not include the right to accelerate any interest which has not otherwise accrued on the date of such acceleration, and the Holder hereof does not intend to charge or receive any unearned interest in the event of acceleration. All interest paid or agreed to be paid to the holder hereof shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term (including any renewal or extension) of such indebtedness so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law. As used in this paragraph, the term "applicable law" shall mean the laws of the State of Texas or the federal laws of the United States, whichever laws allow the greater interest, as such laws now exist or may be changed or amended or come into effect in the future. 11

IN WITNESS WHEREOF, Probex Fluids Recovery, Inc. and Probex Corp. have caused this Note to be duly executed and delivered by its duly authorized officer as of the date first above written. PROBEX FLUIDS RECOVERY, INC. By: Its: PROBEX CORP. By: Its:

EXHIBIT 10.22.3 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (as may be amended or otherwise modified from time to time, this "Guaranty") dated as of November 29, 2000, is from Probex Corp., a Delaware corporation ("Guarantor"), and is to and for the benefit of the Noteholders referred to hereinafter and Wilmington Trust Company, as Collateral Agent for the Noteholders (in such capacity the "Collateral Agent").

IN WITNESS WHEREOF, Probex Fluids Recovery, Inc. and Probex Corp. have caused this Note to be duly executed and delivered by its duly authorized officer as of the date first above written. PROBEX FLUIDS RECOVERY, INC. By: Its: PROBEX CORP. By: Its:

EXHIBIT 10.22.3 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (as may be amended or otherwise modified from time to time, this "Guaranty") dated as of November 29, 2000, is from Probex Corp., a Delaware corporation ("Guarantor"), and is to and for the benefit of the Noteholders referred to hereinafter and Wilmington Trust Company, as Collateral Agent for the Noteholders (in such capacity the "Collateral Agent"). WITNESSETH: A. Probex Fluids Recovery, Inc., a Delaware corporation (the "Company"), the various investors (collectively, the "Noteholders") as are or may from time to time become parties thereto and Guarantor have entered into a Note Purchase Agreement of even date herewith (herein, as the same may be amended, modified, supplemented, extended, rearranged, restated, or waived from time to time, called the "Note Purchase Agreement"), pursuant to which, upon the terms and conditions therein set forth, the Noteholders have agreed to advance funds to the Company, which funds are evidenced by the 7% Senior Secured Convertible Notes of the Company of even date herewith, in the aggregate original principal amount of $12,500,000, payable to the Noteholders, respectively (herein, as such convertible promissory notes are amended, extended, modified, rearranged and/or supplemented, from time to time together with any promissory notes given in extension, replacement, rearrangement, modification and/or substitution thereof or therefor, collectively called the "Notes"). Capitalized terms used herein without definition shall have the meanings assigned in the Note Purchase Agreement. B. As a condition precedent to the execution and delivery of the Note Purchase Agreement, the Guarantor is required to execute and deliver this Guaranty. C. The Guarantor has duly authorized the execution, delivery and performance of this Guaranty. D. It is in the best interests of the Guarantor to execute this Guaranty inasmuch as the Guarantor will derive substantial direct and indirect benefits from the funds to be advanced to Company pursuant to the Note Purchase Agreement. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor agrees, for the benefit of the Collateral Agent and each other Noteholder, as follows: 1

ARTICLE I. Guaranty

EXHIBIT 10.22.3 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (as may be amended or otherwise modified from time to time, this "Guaranty") dated as of November 29, 2000, is from Probex Corp., a Delaware corporation ("Guarantor"), and is to and for the benefit of the Noteholders referred to hereinafter and Wilmington Trust Company, as Collateral Agent for the Noteholders (in such capacity the "Collateral Agent"). WITNESSETH: A. Probex Fluids Recovery, Inc., a Delaware corporation (the "Company"), the various investors (collectively, the "Noteholders") as are or may from time to time become parties thereto and Guarantor have entered into a Note Purchase Agreement of even date herewith (herein, as the same may be amended, modified, supplemented, extended, rearranged, restated, or waived from time to time, called the "Note Purchase Agreement"), pursuant to which, upon the terms and conditions therein set forth, the Noteholders have agreed to advance funds to the Company, which funds are evidenced by the 7% Senior Secured Convertible Notes of the Company of even date herewith, in the aggregate original principal amount of $12,500,000, payable to the Noteholders, respectively (herein, as such convertible promissory notes are amended, extended, modified, rearranged and/or supplemented, from time to time together with any promissory notes given in extension, replacement, rearrangement, modification and/or substitution thereof or therefor, collectively called the "Notes"). Capitalized terms used herein without definition shall have the meanings assigned in the Note Purchase Agreement. B. As a condition precedent to the execution and delivery of the Note Purchase Agreement, the Guarantor is required to execute and deliver this Guaranty. C. The Guarantor has duly authorized the execution, delivery and performance of this Guaranty. D. It is in the best interests of the Guarantor to execute this Guaranty inasmuch as the Guarantor will derive substantial direct and indirect benefits from the funds to be advanced to Company pursuant to the Note Purchase Agreement. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor agrees, for the benefit of the Collateral Agent and each other Noteholder, as follows: 1

ARTICLE I. Guaranty 1.1. Guaranty. For value received, and in consideration of any loan or other financial accommodation, heretofore or hereafter at any time made or granted to the Company by the Noteholders, the Guarantor hereby unconditionally guarantees the full and prompt payment when due, whether by acceleration or otherwise, and at all times thereafter, of all obligations of the Company to the Collateral Agent and each Noteholder and their successors and assigns, howsoever created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, or now or hereafter existing or due or to become due, including, without limitation, all such amounts which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. Section 362(a), and the operation of Sections 502(b) and 506(b) of such Bankruptcy Code, 11 U.S.C. Section 502(b) and Section 506(b), under and in connection with the Note Purchase Agreement, including, without limitation under (a) the Notes, (b) the Note Purchase Agreement and (c) the Security Agreement (all such obligations being hereinafter collectively called the "Liabilities"), and the Guarantor further agrees to pay all expenses (including reasonable attorneys' fees and legal expenses) paid or incurred by the Collateral Agent and any other Noteholder in endeavoring to collect the Liabilities, or any part thereof, and in enforcing this Guaranty. Anything herein contained to the contrary notwithstanding, the amount of this Guaranty, however, shall not exceed the maximum

ARTICLE I. Guaranty 1.1. Guaranty. For value received, and in consideration of any loan or other financial accommodation, heretofore or hereafter at any time made or granted to the Company by the Noteholders, the Guarantor hereby unconditionally guarantees the full and prompt payment when due, whether by acceleration or otherwise, and at all times thereafter, of all obligations of the Company to the Collateral Agent and each Noteholder and their successors and assigns, howsoever created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, or now or hereafter existing or due or to become due, including, without limitation, all such amounts which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. Section 362(a), and the operation of Sections 502(b) and 506(b) of such Bankruptcy Code, 11 U.S.C. Section 502(b) and Section 506(b), under and in connection with the Note Purchase Agreement, including, without limitation under (a) the Notes, (b) the Note Purchase Agreement and (c) the Security Agreement (all such obligations being hereinafter collectively called the "Liabilities"), and the Guarantor further agrees to pay all expenses (including reasonable attorneys' fees and legal expenses) paid or incurred by the Collateral Agent and any other Noteholder in endeavoring to collect the Liabilities, or any part thereof, and in enforcing this Guaranty. Anything herein contained to the contrary notwithstanding, the amount of this Guaranty, however, shall not exceed the maximum amount which the Guarantor can pay under this Guaranty without having such payment set aside as a fraudulent transfer or conveyance or similar action under such Bankruptcy Code or any applicable state law. The term Liabilities shall include any future advances by the Noteholders (whether in the form of debt or equity) to or for the benefit of the Borrower, regardless of whether before or after the Noteholders become the owner of any or all of the stock in the Borrower. This Guaranty is a direct obligation of Guarantor to make the Investors whole on the investment evidenced by the Notes and the Note Purchase Agreement (including interest and other amounts payable under the Note Purchase Agreement). 1.2. Bankruptcy. The Guarantor hereby agrees that, in the event of the dissolution or insolvency of the Company or the Guarantor, or the inability or failure of the Company or the Guarantor to pay their respective debts as they become due, or an assignment by the Company or the Guarantor for the benefit of creditors, or the commencement of any case or proceeding in respect of the Company or the Guarantor under any bankruptcy, insolvency or similar laws, and if such event shall occur at a time when any of the Liabilities may not then be due and payable, the Guarantor will pay to the Noteholders forthwith the full amount which would be payable hereunder by the Guarantor as if all Liabilities were then due and payable. 1.3. Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of, and throughout the continuance of, any Event of Default under the Note Purchase Agreement (an "Event of Default"), the Collateral Agent and each Noteholder and each subsequent holder of any of the Notes is hereby authorized by the Guarantor without notice to the Company, 2

the Guarantor or any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all indebtedness at any time held or owing by the Collateral Agent or any Noteholder, that Noteholder or that subsequent holder to or for the credit or the account of the Guarantor, whether or not matured, against and on account of the obligations and liabilities of the Company or the Guarantor to the Collateral Agent, such Noteholder or such subsequent holder under the Note Purchase Agreement, including, but not limited to, all claims of any nature or description arising out of or connected with the Financing Documents (as such term is defined in the Intercreditor Agreement) irrespective of whether or not (a) the Collateral Agent, such Noteholder or such subsequent holder shall have made any demand hereunder, or (b) the liabilities or any other amounts due hereunder shall have become due and payable and although said obligations and liabilities, or any of them, may be contingent or unmatured. 1.4. Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute and unconditional Guaranty, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of the Company or the Guarantor or that at any time or from time to time all Liabilities may have been paid in full), until all Liabilities (including any renewals, extensions and/or rearrangements of any thereof), all interest thereon and all

the Guarantor or any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all indebtedness at any time held or owing by the Collateral Agent or any Noteholder, that Noteholder or that subsequent holder to or for the credit or the account of the Guarantor, whether or not matured, against and on account of the obligations and liabilities of the Company or the Guarantor to the Collateral Agent, such Noteholder or such subsequent holder under the Note Purchase Agreement, including, but not limited to, all claims of any nature or description arising out of or connected with the Financing Documents (as such term is defined in the Intercreditor Agreement) irrespective of whether or not (a) the Collateral Agent, such Noteholder or such subsequent holder shall have made any demand hereunder, or (b) the liabilities or any other amounts due hereunder shall have become due and payable and although said obligations and liabilities, or any of them, may be contingent or unmatured. 1.4. Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute and unconditional Guaranty, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of the Company or the Guarantor or that at any time or from time to time all Liabilities may have been paid in full), until all Liabilities (including any renewals, extensions and/or rearrangements of any thereof), all interest thereon and all reasonable expenses (including reasonable attorneys' fees and legal expenses) paid or incurred by the Collateral Agent and the other Noteholders in endeavoring to collect the Liabilities and in enforcing this Guaranty shall have been finally paid in full and the Commitments have been permanently terminated. 1.5. Reinstatement. The Guarantor further agrees that, if at any time all or any part of any payment theretofore applied by the Collateral Agent or any Noteholder to any of the Liabilities is or must be rescinded or returned by the Collateral Agent or any Noteholder for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of the Company), such Liabilities shall, for the purposes of this Guaranty, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application by the Collateral Agent or any Noteholder, and this Guaranty shall continue to be effective or be reinstated, as the case may be, as to such Liabilities, all as though such application by the Collateral Agent or any Noteholder had not been made. 1.6. Rights of the Collateral Agent and Noteholders. The Collateral Agent or any Noteholder may, from time to time, at its sole discretion and without notice to the Guarantor, take any or all of the following actions: (a) retain or obtain a lien upon or a security interest in any property of the Company to secure any of the Liabilities or any obligation hereunder; (b) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to the Guarantor, with respect to any of the Liabilities; (c) extend or renew for one or more periods (whether or not longer than the original period), alter or exchange any of the Liabilities, or release or compromise any 4

obligation of any Guarantor hereunder or any obligation of any nature of any other obligor with respect to any of the Liabilities; (d) extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property securing any of the Liabilities; or (e) resort to Guarantor for payment of any of the Liabilities, whether or not the Collateral Agent or the Noteholders shall have proceeded against any other obligor primarily or secondarily obligated with respect to any of the Liabilities (all of the actions referred to in this clause being hereby expressly waived by the Guarantor). 1.7. Application of Payments. Any amounts received by the Collateral Agent or any Noteholder from whatsoever source on account of the Liabilities may be applied by it toward the payment of such of the Liabilities, and in such order of application, as the Collateral Agent or any Noteholder may from time to time elect, in each case consistent with the terms and provisions of the Note Purchase Agreement and the Intercreditor Agreement.

obligation of any Guarantor hereunder or any obligation of any nature of any other obligor with respect to any of the Liabilities; (d) extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property securing any of the Liabilities; or (e) resort to Guarantor for payment of any of the Liabilities, whether or not the Collateral Agent or the Noteholders shall have proceeded against any other obligor primarily or secondarily obligated with respect to any of the Liabilities (all of the actions referred to in this clause being hereby expressly waived by the Guarantor). 1.7. Application of Payments. Any amounts received by the Collateral Agent or any Noteholder from whatsoever source on account of the Liabilities may be applied by it toward the payment of such of the Liabilities, and in such order of application, as the Collateral Agent or any Noteholder may from time to time elect, in each case consistent with the terms and provisions of the Note Purchase Agreement and the Intercreditor Agreement. 1.8. Waiver. (a) The Guarantor hereby expressly waives: (i) notice of the acceptance by the Collateral Agent or any Noteholder of this Guaranty; (ii) notice of the existence or creation or non-payment of all or any of the Liabilities; (iii) presentment for payment, demand, protest, notice of intent to accelerate, notice of acceleration, notice of dishonor and all other notices whatsoever; (iv) all diligence in collection or protection of or realization upon the Liabilities or any portion thereof, any obligation hereunder, or any security for or guaranty of any of the foregoing; and (v) any rights under, or any requirements imposed by, Chapter 34 of the Texas Business and Commerce Code (or other applicable laws giving rights or defenses to sureties), as amended, and any rights or requirements that the Collateral Agent or any Noteholder first enforce any rights or remedies against the Borrower or any other guarantor or against any collateral for any of Liabilities. (b) No delay on the part of the Collateral Agent or any Noteholder in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by the Collateral Agent or any Noteholder of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy; nor shall any modification or waiver of any of the provisions of this Guaranty be binding upon the Collateral Agent or any Noteholder except as expressly set forth in a writing duly signed and delivered on behalf of the Collateral Agent or such Noteholder. No action of the Collateral Agent or any Noteholder permitted hereunder shall in any way affect or impair 4

the rights of the Collateral Agent or any Noteholder and the obligations of the Guarantor under this Guaranty. The obligations of the Guarantor under this Guaranty shall be joint, several, absolute and unconditional irrespective of any circumstance whatsoever which might constitute a legal or equitable discharge or defense of Guarantor. The Guarantor hereby acknowledges that there are no conditions to the effectiveness of this Guaranty. 1.9. Subrogation. No payment made by or for the account of the Guarantor pursuant to this Guaranty shall entitle Guarantor by subrogation or otherwise to demand or receive any payments by the Company or from or out of any properties of the Company until the Liabilities shall have been paid in full. The Guarantor shall not exercise any right or remedy against the Company or any properties of the Company by reason of any performance by the Guarantor of this Guaranty until the Liabilities shall have been paid in full. 1.10. Subordination. The Guarantor hereby subordinates its rights to payment from the Borrower of any obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due (collectively, the "Guarantor Liabilities"), to the Liabilities of the

the rights of the Collateral Agent or any Noteholder and the obligations of the Guarantor under this Guaranty. The obligations of the Guarantor under this Guaranty shall be joint, several, absolute and unconditional irrespective of any circumstance whatsoever which might constitute a legal or equitable discharge or defense of Guarantor. The Guarantor hereby acknowledges that there are no conditions to the effectiveness of this Guaranty. 1.9. Subrogation. No payment made by or for the account of the Guarantor pursuant to this Guaranty shall entitle Guarantor by subrogation or otherwise to demand or receive any payments by the Company or from or out of any properties of the Company until the Liabilities shall have been paid in full. The Guarantor shall not exercise any right or remedy against the Company or any properties of the Company by reason of any performance by the Guarantor of this Guaranty until the Liabilities shall have been paid in full. 1.10. Subordination. The Guarantor hereby subordinates its rights to payment from the Borrower of any obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due (collectively, the "Guarantor Liabilities"), to the Liabilities of the Borrower to the Collateral Agent and the Noteholders, and no payments or other distributions whatsoever in respect of any such Guarantor Liabilities shall be made, nor shall any property or assets of the Company be applied to the purchase, acquisition or retirement of any such Guarantor Liabilities; provided that payments on such Guarantor Liabilities may be made at any time no Event of Default or event, which with the passage of time or notice, or both, may become an Event of Default shall have occurred and be continuing. Any payments received by the Guarantor in respect of any such Guarantor Liabilities owing to it other than as expressly provided herein shall be held in trust for the Collateral Agent and the Noteholders. 1.11. Excess Liabilities. The creation or existence from time to time of Liabilities in excess of the amount to which the right of recovery under this Guaranty is limited, if any, is hereby authorized, without notice to the Guarantor, and shall in no way affect or impair the rights of the Noteholders and the obligations of the Guarantor under this Guaranty. 1.12. Successors. Transferees and Assigns. The Collateral Agent and each Noteholder may, from time to time, without notice to the Guarantor, assign or transfer any or all of the Liabilities or any interest therein in accordance with the terms of the Note Purchase Agreement; and, notwithstanding any such assignment or transfer or any subsequent assignment or transfer thereof, such Liabilities shall be and remain Liabilities for the purposes of this Guaranty, and each and every immediate and successive assignee or transferee of any of the Liabilities or of any interest therein shall, to the extent of the interest of such assignee or transferee in the Liabilities, be entitled to the benefits of this Guaranty to the same extent as if such assignee or transferee were the transferring Noteholder; provided, however, that, unless the transferring Noteholder shall otherwise consent in writing, the transferring Noteholder shall have an unimpaired right, prior and superior to that of any such assignee or transferee, to enforce this Guaranty, for the benefit of the transferring Noteholder as to those of the Liabilities which the transferring Noteholder has not assigned or transferred. 5

ARTICLE II. Representations And Warranties 2.1. Independent Means of Obtaining Information. The Guarantor hereby represents and warrants to the Collateral Agent and each Noteholder that it now has and will continue to have independent means of obtaining information concerning the affairs, operations, financial condition, business and prospects of the Company. 2.2. Authorization; No Conflict. The Guarantor hereby further represents and warrants to the Collateral Agent and each Noteholder that (a) the execution and delivery of this Guaranty, and the performance by the Guarantor of its obligations hereunder, are within Guarantor's corporate powers and have been duly authorized by all necessary corporate action on the part of Guarantor; and (b) this Guaranty has been duly executed and delivered on behalf of Guarantor and is the legal, valid and binding

ARTICLE II. Representations And Warranties 2.1. Independent Means of Obtaining Information. The Guarantor hereby represents and warrants to the Collateral Agent and each Noteholder that it now has and will continue to have independent means of obtaining information concerning the affairs, operations, financial condition, business and prospects of the Company. 2.2. Authorization; No Conflict. The Guarantor hereby further represents and warrants to the Collateral Agent and each Noteholder that (a) the execution and delivery of this Guaranty, and the performance by the Guarantor of its obligations hereunder, are within Guarantor's corporate powers and have been duly authorized by all necessary corporate action on the part of Guarantor; and (b) this Guaranty has been duly executed and delivered on behalf of Guarantor and is the legal, valid and binding obligation of Guarantor, enforceable in accordance with its terms subject as to enforcement only to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and equitable principles relating to or limiting creditors' rights generally, the making and performance of which do not and will not contravene or conflict with the articles or certificate of incorporation and by-laws or other corporate governance documents of Guarantor or violate or constitute a default under any law, any presently existing requirement or restriction imposed by any judicial, arbitral or governmental instrumentality or any agreement, instrument or indenture by which the Guarantor is bound. 2.3. Validity and Binding Nature. This Guaranty shall be binding upon the Guarantor, and upon the successors and assigns of the Guarantor, and shall include any successor or successors, whether immediate or remote, to such entity; provided, however, that the Guarantor may not assign any of its obligations hereunder without the prior written consent of the Collateral Agent and the Noteholders. ARTICLE III. Miscellaneous Provisions 3.1. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Guaranty, and the rights and duties of the parties hereto, shall be construed in accordance with and governed by the internal laws of the State of Texas. The Guarantor hereby submits to the nonexclusive jurisdiction of the United States District Court for the Northern District of Texas and of any Texas state court sitting in Dallas, Texas for purposes of all legal proceedings arising out of or relating to this Guaranty or the transactions contemplated hereby. Each party hereto irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court 6

and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. EACH PARTY TO THIS GUARANTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, THE RIGHTS, DUTIES, IMMUNITIES, INDEMNITIES AND STANDARD OF CARE OF WILMINGTON TRUST COMPANY, INDIVIDUALLY, AND AS COLLATERAL AGENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. 3.2. Severability. Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable laws, but if any provision of this Guaranty shall be prohibited by or invalid under such laws, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty.

and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. EACH PARTY TO THIS GUARANTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, THE RIGHTS, DUTIES, IMMUNITIES, INDEMNITIES AND STANDARD OF CARE OF WILMINGTON TRUST COMPANY, INDIVIDUALLY, AND AS COLLATERAL AGENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. 3.2. Severability. Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable laws, but if any provision of this Guaranty shall be prohibited by or invalid under such laws, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty. 3.3. Notices. Except as otherwise specified herein, all notices under this Guaranty shall be in writing (including cable, telecopy or telex) and shall be given to the Guarantor at the address, telecopier number or telex number set forth on the signature page hereof or such other address, telecopier number or telex number as Guarantor may hereafter specify by notice to the Collateral Agent, given by courier, by United States certified or registered mail, by telegram or by other telecommunication device capable of creating a written record of such notice and its receipt. Each such notice, request or other communication shall be effective (i) if given by telecopier, when such telecopy is transmitted to the telecopier number specified in this Section on the signature pages hereof and a confirmation of receipt of such telecopy has been received by the sender, (ii) if given by telex, when such telex is transmitted to the telex number specified on the signature pages hereof and the answerback is received by sender, (iii) if given by courier, when delivered, (iv) if given by mail, five (5) days after such communication is deposited in the mail, certified or registered with return receipt requested, or (v) if given by any other means, when delivered at the addresses specified on the signature page hereof. Notwithstanding anything to the contrary in this Section 3.3, any notice given to the Collateral Agent shall be effective only upon receipt by the Collateral Agent. [Signatures on the next page] 7

IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly executed and delivered by its duly authorized officer as of the date first above written. GUARANTOR: Probex Corp., a Delaware corporation
By: /s/ BRUCE A. HALL --------------------------------------------Name: Bruce A. Hall ------------------------------------------Title: Senior Vice President & Chief Financial Officer ----------------------------------------Address: 13355 Noel Road, Suite 1200 Dallas, Texas 75240 Attention: Bruce Hall Telecopy No. 972/980-8545

8

COLLATERAL AGENT:

IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly executed and delivered by its duly authorized officer as of the date first above written. GUARANTOR: Probex Corp., a Delaware corporation
By: /s/ BRUCE A. HALL --------------------------------------------Name: Bruce A. Hall ------------------------------------------Title: Senior Vice President & Chief Financial Officer ----------------------------------------Address: 13355 Noel Road, Suite 1200 Dallas, Texas 75240 Attention: Bruce Hall Telecopy No. 972/980-8545

8

COLLATERAL AGENT: WILMINGTON TRUST COMPANY
By: /s/ JOSEPH B. FEIL --------------------------------------------Name: Joseph B. Feil ------------------------------------------Title: Senior Financial Services Officer ------------------------------------------

Address:

Wilmington Trust Company 1100 North Market Street Rodney Square North Wilmington, DE 19890-0001 Attention: Corporate Trust Administration - Probex

9

EXHIBIT 10.22.4 SECURITY AGREEMENT This Security Agreement dated as of November 29, 2000 ("Security Agreement") is between Probex Fluids Recovery, Inc., a Delaware corporation ("Debtor"), and Wilmington Trust Company ("Collateral Agent") for the benefit of the Noteholders (the Collateral Agent and the Noteholders are hereinafter sometimes referred to collectively as "Secured Party"). INTRODUCTION A. The Debtor has entered into a Note Purchase Agreement of even date herewith (as the same may be amended, modified, supplemented or restated from time to time the "Note Purchase Agreement") with the noteholders party thereto (together with their successors and assigns and any holder of the 7% Senior Secured Convertible Notes, due November 28, 2004, issued thereunder (the "Notes"), collectively referred to herein as the "Noteholders").

COLLATERAL AGENT: WILMINGTON TRUST COMPANY
By: /s/ JOSEPH B. FEIL --------------------------------------------Name: Joseph B. Feil ------------------------------------------Title: Senior Financial Services Officer ------------------------------------------

Address:

Wilmington Trust Company 1100 North Market Street Rodney Square North Wilmington, DE 19890-0001 Attention: Corporate Trust Administration - Probex

9

EXHIBIT 10.22.4 SECURITY AGREEMENT This Security Agreement dated as of November 29, 2000 ("Security Agreement") is between Probex Fluids Recovery, Inc., a Delaware corporation ("Debtor"), and Wilmington Trust Company ("Collateral Agent") for the benefit of the Noteholders (the Collateral Agent and the Noteholders are hereinafter sometimes referred to collectively as "Secured Party"). INTRODUCTION A. The Debtor has entered into a Note Purchase Agreement of even date herewith (as the same may be amended, modified, supplemented or restated from time to time the "Note Purchase Agreement") with the noteholders party thereto (together with their successors and assigns and any holder of the 7% Senior Secured Convertible Notes, due November 28, 2004, issued thereunder (the "Notes"), collectively referred to herein as the "Noteholders"). B. Probex Corp., a Delaware corporation (the "Guarantor"), has entered into a Guaranty Agreement of even date herewith (such document, as amended, modified, supplemented or restated from time to time, collectively referred to as the "Guaranty Agreement"), pursuant to which the Guarantor guaranteed the debt of the Debtor owing to the Noteholders under the Note Purchase Agreement. C. The Debtor, the Noteholders, the Guarantor, and the Collateral Agent, as collateral agent, have entered into an Intercreditor and Collateral Agency Agreement of even date herewith (the "Intercreditor Agreement") (1) to establish the relative rights of the Noteholders with respect to payment of their respective obligations owed by the Debtor and the Guarantor, (2) to agree as to the exercise of certain remedies with respect to the Collateral (as defined in the Intercreditor Agreement), (3) to appoint Wilmington Trust Company as collateral agent for the benefit of the Noteholders for the purposes of administering the Collateral Documents (as defined in the Intercreditor Agreement) and apportioning payments among the Noteholders, and (4) for other purposes as set forth therein. D. It is a condition precedent to the effectiveness of the Note Purchase Agreement that the Debtor shall secure its obligations under the Note Purchase Agreement, the Collateral Documents and any other Financing Document (in each case, as such terms are defined in the Intercreditor Agreement) by entering into this Security Agreement. Therefore, the Debtor hereby agrees with the Collateral Agent on behalf of and for the benefit of the Noteholders as follows:

EXHIBIT 10.22.4 SECURITY AGREEMENT This Security Agreement dated as of November 29, 2000 ("Security Agreement") is between Probex Fluids Recovery, Inc., a Delaware corporation ("Debtor"), and Wilmington Trust Company ("Collateral Agent") for the benefit of the Noteholders (the Collateral Agent and the Noteholders are hereinafter sometimes referred to collectively as "Secured Party"). INTRODUCTION A. The Debtor has entered into a Note Purchase Agreement of even date herewith (as the same may be amended, modified, supplemented or restated from time to time the "Note Purchase Agreement") with the noteholders party thereto (together with their successors and assigns and any holder of the 7% Senior Secured Convertible Notes, due November 28, 2004, issued thereunder (the "Notes"), collectively referred to herein as the "Noteholders"). B. Probex Corp., a Delaware corporation (the "Guarantor"), has entered into a Guaranty Agreement of even date herewith (such document, as amended, modified, supplemented or restated from time to time, collectively referred to as the "Guaranty Agreement"), pursuant to which the Guarantor guaranteed the debt of the Debtor owing to the Noteholders under the Note Purchase Agreement. C. The Debtor, the Noteholders, the Guarantor, and the Collateral Agent, as collateral agent, have entered into an Intercreditor and Collateral Agency Agreement of even date herewith (the "Intercreditor Agreement") (1) to establish the relative rights of the Noteholders with respect to payment of their respective obligations owed by the Debtor and the Guarantor, (2) to agree as to the exercise of certain remedies with respect to the Collateral (as defined in the Intercreditor Agreement), (3) to appoint Wilmington Trust Company as collateral agent for the benefit of the Noteholders for the purposes of administering the Collateral Documents (as defined in the Intercreditor Agreement) and apportioning payments among the Noteholders, and (4) for other purposes as set forth therein. D. It is a condition precedent to the effectiveness of the Note Purchase Agreement that the Debtor shall secure its obligations under the Note Purchase Agreement, the Collateral Documents and any other Financing Document (in each case, as such terms are defined in the Intercreditor Agreement) by entering into this Security Agreement. Therefore, the Debtor hereby agrees with the Collateral Agent on behalf of and for the benefit of the Noteholders as follows: 1

SECTION 1. Definitions. Any terms used in this Security Agreement that are defined in the Uniform Commercial Code as in effect in the State of Texas ("UCC") shall have the meanings assigned to those terms by the UCC, whether specified elsewhere in this Security Agreement or not. SECTION 2. Security Interest. 2.1. Grant of Security Interest. The Debtor hereby grants to the Secured Party on behalf of and for the ratable benefit of the Noteholders a first priority security interest in the Collateral (as defined in Section 2.2 below) to secure the performance and payment of (a) all obligations and amounts due and payable by the Debtor now and hereafter existing under the Note Purchase Agreement, the Notes, this Security Agreement, the other Collateral Documents and any other Financing Documents (as defined in the Intercreditor Agreement), whether for principal, interest, premiums, fees, expenses, indemnifications or otherwise (all such obligations being collectively referred to herein as the "Secured Obligations"). 2.2. Collateral. "Collateral" shall mean all of the Debtor' right, title, and interest in the following, whether now owned or hereafter created or acquired or arising:

SECTION 1. Definitions. Any terms used in this Security Agreement that are defined in the Uniform Commercial Code as in effect in the State of Texas ("UCC") shall have the meanings assigned to those terms by the UCC, whether specified elsewhere in this Security Agreement or not. SECTION 2. Security Interest. 2.1. Grant of Security Interest. The Debtor hereby grants to the Secured Party on behalf of and for the ratable benefit of the Noteholders a first priority security interest in the Collateral (as defined in Section 2.2 below) to secure the performance and payment of (a) all obligations and amounts due and payable by the Debtor now and hereafter existing under the Note Purchase Agreement, the Notes, this Security Agreement, the other Collateral Documents and any other Financing Documents (as defined in the Intercreditor Agreement), whether for principal, interest, premiums, fees, expenses, indemnifications or otherwise (all such obligations being collectively referred to herein as the "Secured Obligations"). 2.2. Collateral. "Collateral" shall mean all of the Debtor' right, title, and interest in the following, whether now owned or hereafter created or acquired or arising: (a) Accounts. All accounts whether now existing or hereafter arising, and however evidenced or acquired, in which the Debtor now has or hereafter acquire any rights (the term "Accounts" means and includes accounts, accounts receivable, contract rights, including without limitation rights under contracts for the purchase of supplies (in any such case to the extent a security interest can be granted in particular contracts), instruments, notes, drafts, acceptances, documents, chattel paper, any right of the Debtor to payment for goods sold or leased for services rendered, whether arising out of the sale of Inventory (as hereinafter defined) or otherwise and whether or not earned by performance, and all other forms of obligations owing to the Debtor, and all of the Debtor' rights to any merchandise (including without limitation any returned or repossessed goods and the right of stoppage in transit) which is represented by, arises from or is related to any of the foregoing); (b) General Intangibles. All general intangibles, whether now owned or hereafter acquired or arising, or in which the Debtor now has or hereafter acquires any rights, including without limitation all causes of action, goodwill and similar intangibles and all income tax refunds, all privileges, franchises, immunities, licenses (to the extent a security interest can be granted in particular licenses), permits and similar intangibles, any rights to receive any payments in connection with the termination of any pension plan or employee stock ownership plan or trust established for the benefit of employees of the Debtor and all other intangible personal property (including things in action) not otherwise covered by this Security Agreement; (c) Inventory. All inventory, whether now owned or hereafter acquired, and all documents of title at any time evidencing or representing any part thereof (the term "Inventory" means and includes all goods (i) which are held for sale or lease or are to be furnished under contracts of service or consumed in the Debtor' 2

business, or (ii) which are raw materials, work-in-progress, finished goods (including, without limitation, supplies and related products), packaging materials and all other materials and supplies of every nature in each case used or usable in connection with the acquisition, manufacture, processing, supply, servicing, storing, packing, shipping, advertising, selling, leasing or furnishing of such goods and any constituents or parts thereof, or (iii) which are returned or repossessed goods); (d) Equipment. All equipment (as defined in Article 9 of the UCC) wherever located, machinery, furniture, fixtures and motor vehicles, and all parts thereof and all accessions and additions thereto (all such equipment being the "Equipment"); (e) Intellectual Property. All patent applications, patents, patentable inventions, whether or not reduced to practice, trademark applications, trademarks, trade names, company names, business names, fictitious names, service marks, tradestyles, logos, internet domain names or other source or business identifiers, copyright applications, copyrights, all works of authorship, designs, trade secrets, confidential or proprietary information, know-how, processes, technique, research or development information, technical, financial or customer information and any information which gives the Debtor a commercial advantage, all licenses or agreements,

business, or (ii) which are raw materials, work-in-progress, finished goods (including, without limitation, supplies and related products), packaging materials and all other materials and supplies of every nature in each case used or usable in connection with the acquisition, manufacture, processing, supply, servicing, storing, packing, shipping, advertising, selling, leasing or furnishing of such goods and any constituents or parts thereof, or (iii) which are returned or repossessed goods); (d) Equipment. All equipment (as defined in Article 9 of the UCC) wherever located, machinery, furniture, fixtures and motor vehicles, and all parts thereof and all accessions and additions thereto (all such equipment being the "Equipment"); (e) Intellectual Property. All patent applications, patents, patentable inventions, whether or not reduced to practice, trademark applications, trademarks, trade names, company names, business names, fictitious names, service marks, tradestyles, logos, internet domain names or other source or business identifiers, copyright applications, copyrights, all works of authorship, designs, trade secrets, confidential or proprietary information, know-how, processes, technique, research or development information, technical, financial or customer information and any information which gives the Debtor a commercial advantage, all licenses or agreements, whether written or oral, granting to or by the Debtor any right of a type described herein, all registrations and recordings thereof, including without limitation, goodwill of the business connected with the use of or symbolized by any of the above, registrations, recordings and applications in the United States Patent and Trademark Office, United States Register of Copyrights or in any similar office of agency of the United States, any State thereof or any county or any political subdivision thereof, including, without limitation, those listed in Schedule 2.2(e) hereto (as the same may be amended from time to time), including without limitation all renewals, reissues, divisions, continuations, continuations-in-part, extensions, improvements, all copyrights of works based on, incorporation in, derived from works covered by such copyrights or works of authorship, all derivative works based on such copyrights or works of authorship, the right to print, publish, distribute, derive and modify any of the same thereof, all proceeds thereof including without limitation all payments, license royalties and proceeds of infringement suits, and rights to sue for past, present and future infringements and misappropriations and all other rights of any kind whatsoever of the Debtor pertaining thereto or accruing thereon, and all rights corresponding thereto throughout the world (all of the foregoing being referred to collectively as the "Intellectual Property"); (f) Documents and Instruments. All documents and instruments (each as defined in the UCC); (g) Litigation Proceeds. All proceeds received by the Debtor or to which the Debtor has any right which proceeds represent an award of damages or a settlement from or in connection with any lawsuit brought by the Debtor (or in which the Debtor participated) against any Person; (h) Other. All other property or interests in property of any type whatsoever in the possession of the Debtor to the extent such property is not covered by 3

the foregoing and to the extent a security interest may legally be granted in such property or interests in property under the Uniform Commercial Code, it being the intent of the Debtor to grant to the Secured Party a security interest in all of the Debtor' property or interest in property, whether now owned or hereafter acquired; (i) Records. All supporting evidence and documents relating to any of the above described property, including, without limitation, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes and other evidences of indebtedness, insurance certificates and the like, customer lists, together with all books of account, ledgers and cabinets in which the same are reflected or maintained, all whether now existing or hereafter arising (collectively, the "Records"); (j) Additions. All additions to and substitution and replacement of any and of the foregoing, whether now existing or hereafter arising; and (k) Proceeds and Products. All proceeds and products of the foregoing and all insurance of the foregoing and the proceeds thereof including, without limitation, the proceeds of any business interruption insurance or any key man

the foregoing and to the extent a security interest may legally be granted in such property or interests in property under the Uniform Commercial Code, it being the intent of the Debtor to grant to the Secured Party a security interest in all of the Debtor' property or interest in property, whether now owned or hereafter acquired; (i) Records. All supporting evidence and documents relating to any of the above described property, including, without limitation, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes and other evidences of indebtedness, insurance certificates and the like, customer lists, together with all books of account, ledgers and cabinets in which the same are reflected or maintained, all whether now existing or hereafter arising (collectively, the "Records"); (j) Additions. All additions to and substitution and replacement of any and of the foregoing, whether now existing or hereafter arising; and (k) Proceeds and Products. All proceeds and products of the foregoing and all insurance of the foregoing and the proceeds thereof including, without limitation, the proceeds of any business interruption insurance or any key man life insurance policy covering the life of any officer or director of the Debtor, whether now existing or hereafter arising. SECTION 3. Representations and Warranties. The Debtor hereby represents and warrants the following to the Secured Party and the Noteholders: 3.1. The Debtor' Name Existence, Power, Authorization. (a) The true and correct name of Debtor as listed on its articles or certificate of incorporation, as applicable, is the name of Debtor as listed on the signature pages to this Security Agreement. Debtor does not do business and has not done business during the past five years under any trade name or fictitious business name except as disclosed on Schedule 3.1; (b) Debtor is a duly incorporated and existing corporation in good standing under the laws of its jurisdiction of incorporation; and (c) Debtor has all necessary corporate power and authority to execute, deliver, enter into and carry out the terms of this Security Agreement. 3.2. Inventory. All of the Inventory owned by Debtor is located at the facilities specified on the attached Schedule 3.2. No Persons other than the Debtor has possession of any of the Collateral. No negotiable document has been issued to represent any Inventory. 3.3. Accounts. The chief place of business and chief executive office of Debtor and the office where Debtor keeps the Records are located at the address set forth in the attached Schedule 3.3. None of the Accounts are evidenced by a promissory note or other instrument that has not been pledged to the Secured Party. To the best of 4

Debtor's knowledge each Account constitutes the legally valid and binding obligation of the customer obligated to pay the same arising from the sale, lease or rendition by Debtor of goods or services. The amount represented by Debtor to the Secured Party as owing by each customer is the correct amount actually and unconditionally owing as of the date hereof. 3.4. Equipment. All of the Equipment owned by Debtor is located at the facilities specified on the attached Schedule 3.4. The Equipment is in good working order to the extent necessary for the operation of Debtor's business. 3.5. Intellectual Property. The Intellectual Property is subsisting and has not been adjudged invalid or unenforceable. To the best of Debtor's knowledge, all of the Intellectual Property is valid and enforceable. As of

Debtor's knowledge each Account constitutes the legally valid and binding obligation of the customer obligated to pay the same arising from the sale, lease or rendition by Debtor of goods or services. The amount represented by Debtor to the Secured Party as owing by each customer is the correct amount actually and unconditionally owing as of the date hereof. 3.4. Equipment. All of the Equipment owned by Debtor is located at the facilities specified on the attached Schedule 3.4. The Equipment is in good working order to the extent necessary for the operation of Debtor's business. 3.5. Intellectual Property. The Intellectual Property is subsisting and has not been adjudged invalid or unenforceable. To the best of Debtor's knowledge, all of the Intellectual Property is valid and enforceable. As of the date hereof, no claim has been made that the use of any of the Intellectual Property does or may violate the rights of any third person. Debtor has generally used proper statutory notice in connection with its use of the Intellectual Property and consistent standards of quality in its manufacture of products sold under the Intellectual Property. Except as set forth on Schedule 2.2(e) hereto, no Debtor has granted any licenses, orally or in writing, which are not terminable at will by such Debtor or which are not listed on Schedule 2.2(e). Debtor authorizes and requests that all applicable governmental offices, including, without limitation, the Register of Copyrights, Commission of Patents of Canada and Register of Trademarks of Canada record this document. Each of the Debtor's material copyright rights has been identified to Secured Party and has been registered at the United States Copyright Office. 3.6. Other Liens. Debtor is the record and beneficial owner of all of the Collateral free and clear of any Lien, except for the security interests created by this Security Agreement and other Liens permitted by the Note Purchase Agreement. No effective financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in connection with (a) Liens created by this Security Agreement or (b) other Liens permitted by the Note Purchase Agreement. 3.7. Lien Priority and Perfection. The security interest in the Collateral created pursuant to this Security Agreement creates a valid, binding, and first priority security interest in the Collateral, securing the payment, performance and observance of the Secured Obligations, and such security interests will be perfected first priority security interests upon the filing of appropriate financing statements naming Debtor as debtor and Secured Party as secured party in the jurisdictions set forth on the attached Schedule 3.7, in each case only to the extent such interest may be perfected by the filing of a financing statement under the UCC. 3.8. Authorizations and Approvals. No other authorization, approval, or other action by, and no notice to or filing with, any Governmental Authority is necessary to grant the security interests contemplated hereby, or to allow Debtor to perform (other than authorizations, approvals or actions required in the performance of its business generally and which it expects to obtain in the ordinary course of its business) its 5

obligations hereunder, or to permit the Secured Party or any Noteholder to exercise its rights and remedies hereunder. 3.9. Accurate Information. All information supplied to the Secured Party or any Noteholder by or on behalf of the Debtor with respect to the Collateral is accurate and complete in all material respects as of the date hereof. SECTION 4. Debtor' Covenants. 4.1. Further Assurances. Debtor agrees that at any time, at such Debtor's expense, such Debtor shall promptly execute and deliver all further instruments and documents and take all further action that may be necessary and that the Secured Party or any Noteholder may reasonably request in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party or any Noteholder to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, Debtor will, at the Secured Party's request, (a) deliver and pledge to the Secured Party, duly indorsed or accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Secured Party, any instrument, document or chattel paper representing any Account or arising as a result of

obligations hereunder, or to permit the Secured Party or any Noteholder to exercise its rights and remedies hereunder. 3.9. Accurate Information. All information supplied to the Secured Party or any Noteholder by or on behalf of the Debtor with respect to the Collateral is accurate and complete in all material respects as of the date hereof. SECTION 4. Debtor' Covenants. 4.1. Further Assurances. Debtor agrees that at any time, at such Debtor's expense, such Debtor shall promptly execute and deliver all further instruments and documents and take all further action that may be necessary and that the Secured Party or any Noteholder may reasonably request in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party or any Noteholder to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, Debtor will, at the Secured Party's request, (a) deliver and pledge to the Secured Party, duly indorsed or accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Secured Party, any instrument, document or chattel paper representing any Account or arising as a result of the disposition of any Collateral, and (b) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be reasonably necessary, and as the Secured Party may reasonably request, in order to perfect and preserve the security interests granted or purported to be granted hereby. Debtor shall furnish to the Secured Party from time to time any statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Secured Party may reasonably request. 4.2. Accounts and Inventory. Debtor shall use its commercially reasonable efforts to collect payments on the Accounts when due. Debtor shall perform its obligations under each contract related to or giving rise to any Account. Except for Inventory in transit in the ordinary course of business, Debtor shall keep all of the Inventory at the locations listed on Schedule 3.2. Debtor shall not permit any negotiable document to represent any Inventory. Debtor shall maintain and protect the Inventory and promptly furnish to the Secured Party a statement regarding any material loss or damage to the Inventory. 4.3. Equipment. Debtor shall cause the Equipment to be maintained and preserved in good working order, ordinary wear and tear excepted, and shall make or cause to be made all repairs, replacements, and other improvements which in each case are necessary or desirable to maintain the Equipment in good working order for the needs of Debtor's business. 4.4. Intellectual Property. (a) Debtor shall annually provide an accurate update of Schedule 2.2(e) to the Secured Party, and, if any additional Intellectual Property is listed, sign any 6

documents reasonably requested by the Secured Party to fully perfect the Secured Party's security interest in such additionally listed Intellectual Property and, if any previously listed Intellectual Property is not listed on the annual update to Schedule 2.2(e) or is listed with information that materially and adversely affects its value, such Debtor shall provide the reasons why such Intellectual Property is no longer listed or the reasons for such diminishment of value (as applicable). (b) Debtor shall use proper statutory notice in connection with its use of the Intellectual Property and consistent standards of quality in its manufacture of products sold under the Intellectual Property. (c) No Debtor shall take any action, or permit any action to be taken by others, including licensees, or fail to take any action or permit any other to fail to take any action which would materially and adversely affect the Intellectual Property. (d) Whenever any of the Intellectual Property is used by or on behalf of Debtor in a country where affixing a trademark notice is mandatory, such Debtor shall affix or cause to be affixed a notice that the mark is a

documents reasonably requested by the Secured Party to fully perfect the Secured Party's security interest in such additionally listed Intellectual Property and, if any previously listed Intellectual Property is not listed on the annual update to Schedule 2.2(e) or is listed with information that materially and adversely affects its value, such Debtor shall provide the reasons why such Intellectual Property is no longer listed or the reasons for such diminishment of value (as applicable). (b) Debtor shall use proper statutory notice in connection with its use of the Intellectual Property and consistent standards of quality in its manufacture of products sold under the Intellectual Property. (c) No Debtor shall take any action, or permit any action to be taken by others, including licensees, or fail to take any action or permit any other to fail to take any action which would materially and adversely affect the Intellectual Property. (d) Whenever any of the Intellectual Property is used by or on behalf of Debtor in a country where affixing a trademark notice is mandatory, such Debtor shall affix or cause to be affixed a notice that the mark is a trademark, a service mark or is registered, which notice shall be in a form accepted or required by the trademark marking laws of such country in which the mark is so used. (e) Debtor shall promptly notify the Secured Party, in writing, of any suit, action or proceeding brought against such Debtor relating to, concerned with or affecting the Intellectual Property and shall, on request, deliver to the Secured Party a copy of all pleadings, papers, order or decrees theretofore and thereafter filed in any such suit. (f) If requested by Secured Party, Debtor will identify its unregistered copyrightable works to Secured Party and if requested by Secured Party, file United States copyright applications for the works identified by Secured Party for registration. Debtor shall use commercially reasonable efforts to protect its trade secrets proprietary information and the like from unauthorized use or disclosure. (g) Debtor shall have the duty, if commercially reasonable, to prosecute diligently any trademark applications with respect to the Intellectual Property pending as of the date of this Security Agreement or thereafter to make federal application on registrable but unregistered Intellectual Property if requested by Secured Party, to file and prosecute opposition and cancellation proceedings, to diligently maintain a suit to stop any infringement or any other suit, action or proceedings brought against such Debtor relating to, concerned with or affecting the Intellectual Property and to do any and all acts which are necessary or desirable to preserve and maintain all rights in the Intellectual Property. Upon request, such Debtor shall provide the Secured Party with a complete status report of all Intellectual Property and upon request by the Secured Party, such Debtor shall deliver to Secured Party, copies of any such Intellectual Property and other documents concerned with or related to the prosecution, protection, maintenance, enforcement and issuance of the Intellectual Property. 7

(h) Debtor agrees that it will not enter into any agreement (including any license agreement) which is inconsistent with such Debtor's obligations under this Security Agreement without the Secured Party's prior written consent. (i) Until the occurrence and continuance of an Event of Default under the Note Purchase Agreement (collectively, an "Event of Default"), the Secured Party hereby grants to Debtor the exclusive, nontransferable right and license to use the Intellectual Property on and in connection with products sold by the Debtor, for Debtor's own benefit and account and for none other. Except as permitted in the Note Purchase Agreement, Debtor agrees not to sell or assign its interest in, or grant any sublicense under, the license granted to such Debtor hereunder, without the prior written consent of the Secured Party. (j) Debtor shall not abandon any Intellectual Property without the written consent of the Secured Party. 4.5. Insurance. (a) Policies and Certificates. Debtor shall, at its own expense, maintain, or cause to be maintained, insurance with respect to the Inventory and Equipment of such Debtor in such amounts, against such risks, in such form, and with such insurers, as the Note Purchase Agreement requires. In addition, upon request by the Secured Party,

(h) Debtor agrees that it will not enter into any agreement (including any license agreement) which is inconsistent with such Debtor's obligations under this Security Agreement without the Secured Party's prior written consent. (i) Until the occurrence and continuance of an Event of Default under the Note Purchase Agreement (collectively, an "Event of Default"), the Secured Party hereby grants to Debtor the exclusive, nontransferable right and license to use the Intellectual Property on and in connection with products sold by the Debtor, for Debtor's own benefit and account and for none other. Except as permitted in the Note Purchase Agreement, Debtor agrees not to sell or assign its interest in, or grant any sublicense under, the license granted to such Debtor hereunder, without the prior written consent of the Secured Party. (j) Debtor shall not abandon any Intellectual Property without the written consent of the Secured Party. 4.5. Insurance. (a) Policies and Certificates. Debtor shall, at its own expense, maintain, or cause to be maintained, insurance with respect to the Inventory and Equipment of such Debtor in such amounts, against such risks, in such form, and with such insurers, as the Note Purchase Agreement requires. In addition, upon request by the Secured Party, such Debtor shall deliver certificates evidencing renewal of such insurance and evidence that the premiums have been paid before termination of any insurance policies representing such insurance. Upon request, Debtor shall deliver certificates evidencing such insurance and copies of the underlying policies as they are available. If such insurance is not maintained in full force and effect, the Secured Party at its option may procure such insurance at such Debtor's expense. All policies representing property insurance shall name the Secured Party as an additional loss payee in a form satisfactory to the Secured Party. All policies representing liability insurance shall name the Secured Party and the other Noteholders, as additional named insured parties in a form satisfactory to the Secured Party. (b) Notice of Casualty Events, Etc. Immediately upon obtaining knowledge thereof, Debtor shall notify the Secured Party of any material casualty to the Collateral, including all casualties to the Collateral where the aggregate damage to the Collateral would reasonably be expected to exceed $1,000,000. With respect to any potential claims under any property insurance maintained by such Debtor in excess of such amount, after the occurrence and during the continuance of an Event of Default, the Secured Party shall make proof of loss under, settle and adjust any claims under, and receive the proceeds under any such property insurance or direct the Debtor to take such actions at the direction of the Secured Party, and the expenses incurred by the Secured Party in the adjustment and collection of such proceeds shall be paid by the Debtor. The Secured Party shall not be liable or responsible for failure to collect or exercise diligence in the collection of any proceeds. 8

(c) Payments. With respect to any casualty to the Collateral, after the occurrence and during the continuance of an Event of Default, all proceeds of such casualty, including any property insurance proceeds, proceeds from actions, and any other proceeds, whether or not above the amounts specified above, are assigned to the Secured Party and shall be paid directly to the Secured Party and applied in accordance with paragraph (d) below. In the event that any such proceeds are paid to Debtor in violation of the foregoing, such Debtor shall hold the proceeds in trust for the Secured Party, segregate the proceeds from the other funds of such Debtor, and promptly pay the proceeds to the Secured Party with any necessary endorsement. Upon the request of the Secured Party, after the occurrence and during the continuance of an Event of Default, Debtor shall execute and deliver to the Secured Party any additional assignments and other documents as may be necessary or desirable to enable the Secured Party to directly collect the proceeds. (d) Application of Proceeds. With respect to the proceeds of any casualty required to be paid to the Secured Party hereunder, after the occurrence and during the continuance of an Event of Default, the Secured Party may, subject to the terms of the Intercreditor Agreement, either retain the proceeds and apply such proceeds as provided for in Section 5.7 or may disburse the proceeds to the Debtor for the purpose of repairing, replacing, and restoring the damaged Collateral. 4.6. Transfer of Collateral; Release of Security Interest. Debtor shall not sell, assign (by operation of law or otherwise), or otherwise dispose of any of the Collateral (other than Inventory sold in the normal course of

(c) Payments. With respect to any casualty to the Collateral, after the occurrence and during the continuance of an Event of Default, all proceeds of such casualty, including any property insurance proceeds, proceeds from actions, and any other proceeds, whether or not above the amounts specified above, are assigned to the Secured Party and shall be paid directly to the Secured Party and applied in accordance with paragraph (d) below. In the event that any such proceeds are paid to Debtor in violation of the foregoing, such Debtor shall hold the proceeds in trust for the Secured Party, segregate the proceeds from the other funds of such Debtor, and promptly pay the proceeds to the Secured Party with any necessary endorsement. Upon the request of the Secured Party, after the occurrence and during the continuance of an Event of Default, Debtor shall execute and deliver to the Secured Party any additional assignments and other documents as may be necessary or desirable to enable the Secured Party to directly collect the proceeds. (d) Application of Proceeds. With respect to the proceeds of any casualty required to be paid to the Secured Party hereunder, after the occurrence and during the continuance of an Event of Default, the Secured Party may, subject to the terms of the Intercreditor Agreement, either retain the proceeds and apply such proceeds as provided for in Section 5.7 or may disburse the proceeds to the Debtor for the purpose of repairing, replacing, and restoring the damaged Collateral. 4.6. Transfer of Collateral; Release of Security Interest. Debtor shall not sell, assign (by operation of law or otherwise), or otherwise dispose of any of the Collateral (other than Inventory sold in the normal course of business), except as permitted by the Note Purchase Agreement. The Secured Party shall promptly, at the relevant Debtor's expense, execute and deliver all further instruments and documents, and take all further action that such Debtor may reasonably request in order to release its security interest in any Collateral which is disposed of in accordance with the terms of the Note Purchase Agreement. 4.7. Change of Name. Debtor shall notify the Secured Party in writing 15 days prior to (a) any new location of any Property comprising a part of the Collateral in which such Debtor is granting a security interest to the Secured Party under the terms of this Security Agreement, or (b) any change in the Debtor's name, identity or corporate structure, location of its chief executive office, chief place of business or office where such Debtor keeps its records concerning the Collateral. 4.8. Defaults. Debtor shall notify Secured Party if there exists an Event of Default (as defined herein). 4.9. Claims. Debtor shall promptly notify the Secured Party of the existence of any material claims, liens, security interests, rights or other encumbrances with respect to any of the Collateral. 4.10. Material Adverse Effect. Debtor shall promptly notify the Secured Party in the event of any change in the nature or value of the Collateral which could result in a 9

Material Adverse Effect or which change could materially and adversely affect the security interest of the Collateral Agent in the Collateral. 4.11. Expenses. Debtor shall promptly pay all expenses incurred in connection with the maintenance, preservation or other handling of the Collateral and all taxes which are or may become a lien on the Collateral promptly when due, unless such expenses, taxes or liens are being contested in good faith by appropriate proceedings and no proceeding to enforce any tax liens against the Collateral has begun, and in any event reimburse the Secured Party for any expenses which it might incur in satisfying such expenses, liens or taxes, which the Secured Party may reasonably incur, in its sole discretion, to protect the Collateral. SECTION 5. Events of Default. Any of the following events shall be an Event of Default: (a) the occurrence of any "Event of Default" as defined in the Note Purchase Agreement; (b) the failure of Debtor to pay any obligation due and payable pursuant to the terms of this Security Agreement within three Business Days after such payment is due; or

Material Adverse Effect or which change could materially and adversely affect the security interest of the Collateral Agent in the Collateral. 4.11. Expenses. Debtor shall promptly pay all expenses incurred in connection with the maintenance, preservation or other handling of the Collateral and all taxes which are or may become a lien on the Collateral promptly when due, unless such expenses, taxes or liens are being contested in good faith by appropriate proceedings and no proceeding to enforce any tax liens against the Collateral has begun, and in any event reimburse the Secured Party for any expenses which it might incur in satisfying such expenses, liens or taxes, which the Secured Party may reasonably incur, in its sole discretion, to protect the Collateral. SECTION 5. Events of Default. Any of the following events shall be an Event of Default: (a) the occurrence of any "Event of Default" as defined in the Note Purchase Agreement; (b) the failure of Debtor to pay any obligation due and payable pursuant to the terms of this Security Agreement within three Business Days after such payment is due; or (c) the failure of Debtor to perform or observe any term or provision of this Security Agreement, and such failure shall continue unremedied for a period of 30 days after the earlier of (i) such Event of Default first becomes known to any officer of Debtor or (ii) notice to Debtor by the Secured Party of the occurrence of such Event of Default. SECTION 6. Remedies. If any Event of Default shall have occurred and remain uncured, and subject at all times to the terms of the Intercreditor Agreement: 6.1. UCC Remedies. To the extent permitted by law, the Secured Party may exercise in respect of the Collateral, in addition to other rights and remedies provided for in this Security Agreement or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral). 6.2. Assembly of Collateral. The Secured Party may require Debtor to, at such Debtor's expense, promptly assemble all or part of the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party. The Secured Party may occupy any premises owned or leased by Debtor where the Collateral or any part thereof is assembled for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Debtor in respect of such occupation. The Secured Party shall have no obligation to take any action to assemble or otherwise take control of the Collateral, whether for the purposes of sale or otherwise. 6.3. Sale of Collateral. Upon at least ten Business Days prior written notice to the Debtor of the time and place of any proposed sale or other disposition, the Secured Party may sell all or part of the Collateral at a public or private sale, at any of the Secured 10

Party's offices or elsewhere, for cash, on credit, or for future delivery, and upon such other terms as is commercially reasonable. The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale from time-to-time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. 6.4. Accounts. The Secured Party may, or may direct Debtor to, take any action the Secured Party deems necessary or advisable to enforce collection of the Accounts including, without limitation, notifying the account Debtor or obligors under any Accounts of the assignment of such Accounts to the Secured Party and directing such account Debtor or obligors to make payment of all amounts due or to become due directly to the Secured Party. Upon such notification and direction, and at the expense of the Debtor, the Secured Party may enforce collection of any such Accounts, and adjust, settle, or compromise the amount or payment thereof in the same manner and to the same extent as the Debtor might have done. After receipt by Debtor of the notice referred to

Party's offices or elsewhere, for cash, on credit, or for future delivery, and upon such other terms as is commercially reasonable. The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale from time-to-time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. 6.4. Accounts. The Secured Party may, or may direct Debtor to, take any action the Secured Party deems necessary or advisable to enforce collection of the Accounts including, without limitation, notifying the account Debtor or obligors under any Accounts of the assignment of such Accounts to the Secured Party and directing such account Debtor or obligors to make payment of all amounts due or to become due directly to the Secured Party. Upon such notification and direction, and at the expense of the Debtor, the Secured Party may enforce collection of any such Accounts, and adjust, settle, or compromise the amount or payment thereof in the same manner and to the same extent as the Debtor might have done. After receipt by Debtor of the notice referred to above, all amounts and proceeds (including instruments) received by such Debtor in respect of the Accounts shall be received in trust for the benefit of the Secured Party hereunder, shall be segregated from other funds of Debtor, and shall promptly be paid over to the Secured Party in the same form as so received (with any necessary endorsement) to be held as Collateral. Debtor shall not adjust, settle, or compromise the amount or payment of any receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon except in the ordinary course of business in accordance with past practices. 6.5. Special Provisions for Collateral Located in Louisiana. The following shall apply if the foreclosure rights and remedies are governed by the laws of Louisiana. Upon the existence and during the continuance of an Event of Default, the Secured Party shall have the right to cause the Collateral to be seized and sold under Louisiana executory or ordinary process, at the Secured Party's sole option, without appraisement, appraisement being hereby expressly waived, as an entirety or in portions as the Secured Party may determine, to the highest bidder for cash, and otherwise exercise the rights, powers and remedies afforded herein and under applicable Louisiana law. For purposes of Louisiana executory process, the Debtor acknowledges the Secured Obligations and does hereby confess judgment in favor of the Secured Party for the full amount of the Secured Obligations not paid when due. Any and all declarations of fact made by authentic act before a notary public in the presence of two witnesses by a person declaring that such facts lie within his knowledge shall constitute authentic evidence of such facts for the purpose of executory process. Each of the Debtor hereby waives: (a) the benefit of appraisement as provided in Louisiana Code of Civil Procedure Articles 2332, 2336, 2723 and 2724, and all other laws conferring the same; (b) the demand and three days' delay accorded by Louisiana Code of Civil Procedure Articles 2639 and 2721; (c) the notice of seizure required by Louisiana Code of Civil Procedure Articles 2293 and 2721; (d) the three days' delay provided by Louisiana Code of Civil Procedure Articles 2331 and 2722; and (e) the benefit of the other provisions of Louisiana Code of Civil Procedure Articles 2331, 2722 and 2723, not specifically mentioned above. In the event the Collateral or any part thereof is seized as an incident to an action for the 11

recognition or enforcement of this Security Agreement by executory process, ordinary process, sequestration, writ of fieri facias, or otherwise, each of the Debtor and Secured Party agrees that the court issuing any such order shall, if petitioned for by the Secured Party, direct the applicable sheriff to appoint as a keeper of the Collateral, the Secured Party or any agent designated by the Secured Party or any person named by the Secured Party at the time such seizure is effected. This designation of a keeper will be pursuant to Louisiana Revised Statutes 9:5136-9:5140.2 and the Secured Party or its agent shall be entitled to all the rights and benefits of a keeper afforded thereunder as the same may be amended. It is hereby agreed that the keeper shall be entitled to receive as compensation, in excess of its costs and expenses incurred in the administration or preservation of the Collateral, an amount equal to $100.00 per day, which shall be payable on the first business day of each month. Such amounts shall also be included in the Secured Obligations. The Secured Party shall not be obligated to petition the court for the appointment of a keeper. 6.6. Application of Collateral. The proceeds of any sale, or other realization upon all or any part of the Collateral shall be applied by the Secured Party in accordance with the terms of Section 3.3(a) of the Intercreditor Agreement.

recognition or enforcement of this Security Agreement by executory process, ordinary process, sequestration, writ of fieri facias, or otherwise, each of the Debtor and Secured Party agrees that the court issuing any such order shall, if petitioned for by the Secured Party, direct the applicable sheriff to appoint as a keeper of the Collateral, the Secured Party or any agent designated by the Secured Party or any person named by the Secured Party at the time such seizure is effected. This designation of a keeper will be pursuant to Louisiana Revised Statutes 9:5136-9:5140.2 and the Secured Party or its agent shall be entitled to all the rights and benefits of a keeper afforded thereunder as the same may be amended. It is hereby agreed that the keeper shall be entitled to receive as compensation, in excess of its costs and expenses incurred in the administration or preservation of the Collateral, an amount equal to $100.00 per day, which shall be payable on the first business day of each month. Such amounts shall also be included in the Secured Obligations. The Secured Party shall not be obligated to petition the court for the appointment of a keeper. 6.6. Application of Collateral. The proceeds of any sale, or other realization upon all or any part of the Collateral shall be applied by the Secured Party in accordance with the terms of Section 3.3(a) of the Intercreditor Agreement. SECTION 7. Secured Party as Attorney-in-Fact for Debtor. 7.1. Attorney-In-Fact. The Debtor hereby irrevocably appoints the Secured Party as the Debtor's attorney-infact, with full authority to, after the occurrence and during the continuance of an Event of Default, to act for the Debtor and in the name of the Debtor, in the Secured Party's discretion upon the occurrence and during the continuance of Default, to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Debtor where permitted by law, to receive, endorse, and collect any drafts or other instruments, documents, and chattel paper which are part of the Collateral, and to ask, demand, collect, sue for, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral and to grant or issue any exclusive or non-exclusive license under the Intellectual Property and to file any claims or take any action or institute any proceedings which the Secured Party may reasonably deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party with respect to any of the Collateral. The power of attorney granted hereby is coupled with an interest and is irrevocable. 7.2. Secured Party Performance. If Debtor fails to perform any covenant contained herein, the Secured Party may itself perform, or cause performance of, such covenant, and such Debtor shall pay for the reasonable expenses of the Secured Party incurred in connection therewith in accordance with Section 8.1. 7.3. Secured Party's Duties. The powers conferred on the Secured Party under this Security Agreement are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the reasonable care of 12

any Collateral in its possession and the accounting for monies or other property actually received by it hereunder, the Secured Party shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Secured Party shall be deemed to have exercised reasonable care as to the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Secured Party accords its own property. SECTION 8. Miscellaneous. 8.1. Expenses. Debtor shall upon demand pay to the Secured Party for its benefit and the benefit of the other Noteholders the amount without duplication of any reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which the Secured Party and the other Noteholders may incur in connection with (a) the custody, preservation, use, or operation of, or the sale, collection, or other realization of, any of the Collateral, (b) the exercise or enforcement of any of the rights of the Secured Party or any other Noteholder hereunder, and (c) the failure by such Debtor to perform or observe any of the provisions hereof.

any Collateral in its possession and the accounting for monies or other property actually received by it hereunder, the Secured Party shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Secured Party shall be deemed to have exercised reasonable care as to the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Secured Party accords its own property. SECTION 8. Miscellaneous. 8.1. Expenses. Debtor shall upon demand pay to the Secured Party for its benefit and the benefit of the other Noteholders the amount without duplication of any reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which the Secured Party and the other Noteholders may incur in connection with (a) the custody, preservation, use, or operation of, or the sale, collection, or other realization of, any of the Collateral, (b) the exercise or enforcement of any of the rights of the Secured Party or any other Noteholder hereunder, and (c) the failure by such Debtor to perform or observe any of the provisions hereof. 8.2. Amendments; Etc. No amendment or waiver of any provision of this Security Agreement nor consent to any departure by Debtor from the terms of this Security Agreement shall be effective unless the same shall be in writing and signed by the Debtor and the Secured Party, as collateral agent on behalf of the Noteholders, pursuant to the Intercreditor Agreement, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 8.3. Addresses for Notices. All notices and other communications provided for hereunder shall be made as provided in the Note Purchase Agreement. All such notices and other communications shall be effective as provided in the Note Purchase Agreement. 8.4. Continuing Security Interest; Transfer of Interest. This Security Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until indefeasible payment in full and termination of the Secured Obligations (other than indemnification obligations), (b) be binding upon the Debtor, the Secured Party, the Noteholders and their respective successors, and assigns, and (c) inure, together with the rights and remedies of the Secured Party hereunder, to the benefit of, and be binding upon, the Secured Party, the Noteholders, and their respective successors, transferees, and assigns. Without limiting the generality of the foregoing clause, when any Noteholder assigns or otherwise transfers any interest held by it under the Note Purchase Agreement to any other Person pursuant to the terms of the Note Purchase Agreement that other Person shall thereupon become vested with all the benefits held by such Noteholder under this Security Agreement. Upon the indefeasible payment in full and termination of the Secured Obligations, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Debtor to the extent such Collateral shall not have been sold or otherwise applied pursuant to the terms hereof. 13

8.5. Waiver of Rights of Appraisement. The Debtor hereby expressly waive the rights of appraisement, notice, or delay and expressly agrees to the immediate seizure of the Collateral in the event of suit thereon. 8.6. Waiver of Jury Trial. THE DEBTOR AGREES TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS SECURITY AGREEMENT OR ANY DEALINGS RELATING TO THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF SUCH TRANSACTIONS, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE SECURED PARTY AND THE DEBTOR EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT IN ENTERING INTO THIS SECURITY AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. THE DEBTOR FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT DEBTOR KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS

8.5. Waiver of Rights of Appraisement. The Debtor hereby expressly waive the rights of appraisement, notice, or delay and expressly agrees to the immediate seizure of the Collateral in the event of suit thereon. 8.6. Waiver of Jury Trial. THE DEBTOR AGREES TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS SECURITY AGREEMENT OR ANY DEALINGS RELATING TO THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF SUCH TRANSACTIONS, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE SECURED PARTY AND THE DEBTOR EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT IN ENTERING INTO THIS SECURITY AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. THE DEBTOR FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT DEBTOR KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS SECURITY AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. 8.7. Choice of Law. This Security Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas, without giving effect to any conflict of laws provisions thereof, except to the extent that the validity or perfection of the security interests hereunder, or remedies hereunder, in respect of any particular Collateral are governed by the laws of a jurisdiction other than the State of Texas. Notwithstanding anything to the contrary in this Section, the rights, duties, immunities, indemnities and standard of care of Wilmington Trust Company, individually, and as Collateral Agent and Secured Party shall be governed by and construed in accordance with the laws of the State of Delaware. [Signatures on the next page] 14

The parties hereto have caused this Security Agreement to be duly executed as of the date first above written. DEBTOR: Probex Fluids Recovery, Inc., a Delaware corporation
By: /s/ BRUCE A. HALL ------------------------------------------------Name: Bruce A. Hall Title: Vice President

Address: Attention:

13355 Noel Road, Suite 1200 Dallas, Texas 75240 Bruce Hall Telecopy No. 972/980-8545

15

COLLATERAL AGENT: WILMINGTON TRUST COMPANY
By: /s/ JOSEPH B. FEIL ----------------------------------------------

The parties hereto have caused this Security Agreement to be duly executed as of the date first above written. DEBTOR: Probex Fluids Recovery, Inc., a Delaware corporation
By: /s/ BRUCE A. HALL ------------------------------------------------Name: Bruce A. Hall Title: Vice President

Address: Attention:

13355 Noel Road, Suite 1200 Dallas, Texas 75240 Bruce Hall Telecopy No. 972/980-8545

15

COLLATERAL AGENT: WILMINGTON TRUST COMPANY
By: /s/ JOSEPH B. FEIL ---------------------------------------------Name: Joseph B. Feil Title: Senior Financial Services Officer

Wilmington Trust Company 1100 North Market Street Rodney Square North Wilmington, DE 19890-0001 Attention: Corporate Trust Administration - Probex

Address:

16

[SCHEDULES INTENTIONALLY OMITTED] 17

EXHIBIT 10.22.5 PLEDGE AGREEMENT This Pledge Agreement dated as of November 29, 2000 ("Pledge Agreement") is between Probex Corp., a Delaware corporation ("Pledgor"), and Wilmington Trust Company, as collateral agent for the Noteholders (collectively, the "Secured Party"). INTRODUCTION A. Probex Fluids Recovery, Inc., a Delaware corporation (the "Company") has entered into a Note Purchase Agreement of even date herewith (as the same may be amended, modified, supplemented or restated from time to time the "Note Purchase Agreement") with the noteholders party thereto (together with their successors and assigns and any holder of the 7% Senior Secured Convertible Notes, due November 28, 2004, issued

COLLATERAL AGENT: WILMINGTON TRUST COMPANY
By: /s/ JOSEPH B. FEIL ---------------------------------------------Name: Joseph B. Feil Title: Senior Financial Services Officer

Wilmington Trust Company 1100 North Market Street Rodney Square North Wilmington, DE 19890-0001 Attention: Corporate Trust Administration - Probex

Address:

16

[SCHEDULES INTENTIONALLY OMITTED] 17

EXHIBIT 10.22.5 PLEDGE AGREEMENT This Pledge Agreement dated as of November 29, 2000 ("Pledge Agreement") is between Probex Corp., a Delaware corporation ("Pledgor"), and Wilmington Trust Company, as collateral agent for the Noteholders (collectively, the "Secured Party"). INTRODUCTION A. Probex Fluids Recovery, Inc., a Delaware corporation (the "Company") has entered into a Note Purchase Agreement of even date herewith (as the same may be amended, modified, supplemented or restated from time to time the "Note Purchase Agreement") with the noteholders party thereto (together with their successors and assigns and any holder of the 7% Senior Secured Convertible Notes, due November 28, 2004, issued thereunder (the "Notes") collectively referred to herein as the "Noteholders"). B. The Pledgor has entered into a Guaranty Agreement of even date herewith (as such document may be amended, modified, supplemented or restated from time to time) (the "Guaranty Agreement"), pursuant to which the Pledgor guaranteed the indebtedness and all other obligations of the Company owing to the Noteholders under the Notes and the Note Purchase Agreement. C. The Company, the Noteholders, the Pledgor, and the collateral agent, have entered into an Intercreditor and Collateral Agency Agreement of even date herewith (the "Intercreditor Agreement") (1) to establish the relative rights of the Noteholders with respect to payment of their respective obligations owed by the Company and the Pledgor, (2) to agree as to the exercise of certain remedies with respect to the Collateral (as defined in the Intercreditor Agreement), (3) to appoint Wilmington Trust Company as collateral agent for the benefit of the Noteholders for the purposes of administering the Collateral Documents (as defined in the Intercreditor Agreement) and apportioning payments among the Noteholders, and (4) for other purposes as set forth therein. D. It is a condition precedent to the effectiveness of the Note Purchase Agreement that the Pledgor shall secure its obligations under the Notes, the Note Purchase Agreement, the Guaranty Agreement, the Collateral Documents and any other Financing Documents (in each case, as such terms are defined in the Intercreditor Agreement) by entering into this Pledge Agreement.

[SCHEDULES INTENTIONALLY OMITTED] 17

EXHIBIT 10.22.5 PLEDGE AGREEMENT This Pledge Agreement dated as of November 29, 2000 ("Pledge Agreement") is between Probex Corp., a Delaware corporation ("Pledgor"), and Wilmington Trust Company, as collateral agent for the Noteholders (collectively, the "Secured Party"). INTRODUCTION A. Probex Fluids Recovery, Inc., a Delaware corporation (the "Company") has entered into a Note Purchase Agreement of even date herewith (as the same may be amended, modified, supplemented or restated from time to time the "Note Purchase Agreement") with the noteholders party thereto (together with their successors and assigns and any holder of the 7% Senior Secured Convertible Notes, due November 28, 2004, issued thereunder (the "Notes") collectively referred to herein as the "Noteholders"). B. The Pledgor has entered into a Guaranty Agreement of even date herewith (as such document may be amended, modified, supplemented or restated from time to time) (the "Guaranty Agreement"), pursuant to which the Pledgor guaranteed the indebtedness and all other obligations of the Company owing to the Noteholders under the Notes and the Note Purchase Agreement. C. The Company, the Noteholders, the Pledgor, and the collateral agent, have entered into an Intercreditor and Collateral Agency Agreement of even date herewith (the "Intercreditor Agreement") (1) to establish the relative rights of the Noteholders with respect to payment of their respective obligations owed by the Company and the Pledgor, (2) to agree as to the exercise of certain remedies with respect to the Collateral (as defined in the Intercreditor Agreement), (3) to appoint Wilmington Trust Company as collateral agent for the benefit of the Noteholders for the purposes of administering the Collateral Documents (as defined in the Intercreditor Agreement) and apportioning payments among the Noteholders, and (4) for other purposes as set forth therein. D. It is a condition precedent to the effectiveness of the Note Purchase Agreement that the Pledgor shall secure its obligations under the Notes, the Note Purchase Agreement, the Guaranty Agreement, the Collateral Documents and any other Financing Documents (in each case, as such terms are defined in the Intercreditor Agreement) by entering into this Pledge Agreement. Therefore, the Pledgor hereby agrees with the Secured Party on behalf of and for the benefit of the Noteholders as follows: 1

SECTION 1. Definitions. Any terms used in this Pledge Agreement that are defined in the Uniform Commercial Code as in effect in the State of Texas ("UCC") shall have the meaning assigned to those terms by the UCC, whether specified elsewhere in this Pledge Agreement or not. SECTION 2. Pledge. 2.1. Grant of Pledge. Pledgor hereby grants to the Secured Party on behalf of and for the ratable benefit of the Noteholders a first priority security interest in the Pledged Collateral (as defined in Section 2.2 below) to secure the performance and payment of (a) all obligations and all amounts due and payable by the Company now and hereafter existing under the Note Purchase Agreement, the Notes and the Collateral Documents (as defined in the Intercreditor Agreement) whether for principal, interest, premiums, fees, expenses, indemnifications or otherwise and (b) all obligations of the Pledgor now or hereafter existing under the Guaranty Agreement, the Collateral Documents (as defined in the Intercreditor Agreement) and this Pledge Agreement, whether for principal, interest,

EXHIBIT 10.22.5 PLEDGE AGREEMENT This Pledge Agreement dated as of November 29, 2000 ("Pledge Agreement") is between Probex Corp., a Delaware corporation ("Pledgor"), and Wilmington Trust Company, as collateral agent for the Noteholders (collectively, the "Secured Party"). INTRODUCTION A. Probex Fluids Recovery, Inc., a Delaware corporation (the "Company") has entered into a Note Purchase Agreement of even date herewith (as the same may be amended, modified, supplemented or restated from time to time the "Note Purchase Agreement") with the noteholders party thereto (together with their successors and assigns and any holder of the 7% Senior Secured Convertible Notes, due November 28, 2004, issued thereunder (the "Notes") collectively referred to herein as the "Noteholders"). B. The Pledgor has entered into a Guaranty Agreement of even date herewith (as such document may be amended, modified, supplemented or restated from time to time) (the "Guaranty Agreement"), pursuant to which the Pledgor guaranteed the indebtedness and all other obligations of the Company owing to the Noteholders under the Notes and the Note Purchase Agreement. C. The Company, the Noteholders, the Pledgor, and the collateral agent, have entered into an Intercreditor and Collateral Agency Agreement of even date herewith (the "Intercreditor Agreement") (1) to establish the relative rights of the Noteholders with respect to payment of their respective obligations owed by the Company and the Pledgor, (2) to agree as to the exercise of certain remedies with respect to the Collateral (as defined in the Intercreditor Agreement), (3) to appoint Wilmington Trust Company as collateral agent for the benefit of the Noteholders for the purposes of administering the Collateral Documents (as defined in the Intercreditor Agreement) and apportioning payments among the Noteholders, and (4) for other purposes as set forth therein. D. It is a condition precedent to the effectiveness of the Note Purchase Agreement that the Pledgor shall secure its obligations under the Notes, the Note Purchase Agreement, the Guaranty Agreement, the Collateral Documents and any other Financing Documents (in each case, as such terms are defined in the Intercreditor Agreement) by entering into this Pledge Agreement. Therefore, the Pledgor hereby agrees with the Secured Party on behalf of and for the benefit of the Noteholders as follows: 1

SECTION 1. Definitions. Any terms used in this Pledge Agreement that are defined in the Uniform Commercial Code as in effect in the State of Texas ("UCC") shall have the meaning assigned to those terms by the UCC, whether specified elsewhere in this Pledge Agreement or not. SECTION 2. Pledge. 2.1. Grant of Pledge. Pledgor hereby grants to the Secured Party on behalf of and for the ratable benefit of the Noteholders a first priority security interest in the Pledged Collateral (as defined in Section 2.2 below) to secure the performance and payment of (a) all obligations and all amounts due and payable by the Company now and hereafter existing under the Note Purchase Agreement, the Notes and the Collateral Documents (as defined in the Intercreditor Agreement) whether for principal, interest, premiums, fees, expenses, indemnifications or otherwise and (b) all obligations of the Pledgor now or hereafter existing under the Guaranty Agreement, the Collateral Documents (as defined in the Intercreditor Agreement) and this Pledge Agreement, whether for principal, interest, premiums, fees, expenses, indemnifications or otherwise (all such obligations described in the foregoing clauses (a) through (b) being collectively referred to herein as the "Secured Obligations"). 2.2. Pledged Collateral. "Pledged Collateral" shall mean all of Pledgor's right, title, and interest in the following, whether now owned or hereafter acquired:

SECTION 1. Definitions. Any terms used in this Pledge Agreement that are defined in the Uniform Commercial Code as in effect in the State of Texas ("UCC") shall have the meaning assigned to those terms by the UCC, whether specified elsewhere in this Pledge Agreement or not. SECTION 2. Pledge. 2.1. Grant of Pledge. Pledgor hereby grants to the Secured Party on behalf of and for the ratable benefit of the Noteholders a first priority security interest in the Pledged Collateral (as defined in Section 2.2 below) to secure the performance and payment of (a) all obligations and all amounts due and payable by the Company now and hereafter existing under the Note Purchase Agreement, the Notes and the Collateral Documents (as defined in the Intercreditor Agreement) whether for principal, interest, premiums, fees, expenses, indemnifications or otherwise and (b) all obligations of the Pledgor now or hereafter existing under the Guaranty Agreement, the Collateral Documents (as defined in the Intercreditor Agreement) and this Pledge Agreement, whether for principal, interest, premiums, fees, expenses, indemnifications or otherwise (all such obligations described in the foregoing clauses (a) through (b) being collectively referred to herein as the "Secured Obligations"). 2.2. Pledged Collateral. "Pledged Collateral" shall mean all of Pledgor's right, title, and interest in the following, whether now owned or hereafter acquired: (a) the shares of stock and other equity interests and other securities of Pledgor listed in the attached Schedule 2.2(a) (the "Initial Pledged Shares"), the certificates representing the Initial Pledged Shares, and all dividends, cash, instruments, and other property from time-to-time received, receivable or otherwise distributed in respect of or in substitution, replacement or exchange for any of the Initial Pledged Shares; (b) all additional shares of stock and other securities of any issuer of the Initial Pledged Shares from time to time acquired by the Pledgor in any manner (together with the "Initial Pledged Shares", the "Pledged Shares"), and the certificates representing such additional shares or such securities, and all dividends, cash, instruments and other property from time-to-time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or such securities; and (c) all Proceeds (as defined in UCC) from the Pledged Collateral described in paragraphs (a) and (b) of this Section 2.2. 2.3. Delivery of Pledged Collateral. All certificates or Instruments (as defined in the UCC) representing the Pledged Collateral shall be delivered to the Secured Party and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Secured Party. The Secured Party shall have the right, at any time in its discretion and without notice to the Pledgor, to transfer to or to register in the name of the Secured Party or any of its nominees any of the Pledged Collateral, subject to the 2

rights specified in Section 2.4. In addition, the Secured Party shall have the right at any time to exchange the certificates or instruments representing the Pledged Collateral for certificates or instruments of smaller or larger denominations. 2.4. Rights Retained by Pledgor. Notwithstanding the pledge in Section 2.1, so long as no Event of Default shall have occurred under the Note Purchase Agreement (collectively, an "Event of Default") and be continuing: (a) and, if an Event of Default shall have occurred and be continuing, until such time thereafter as such voting and other consensual rights have been terminated pursuant to Section 5 hereof, the Pledgor shall be entitled to exercise any voting and other consensual rights pertaining to the Pledged Shares for any purpose not inconsistent with the terms of this Pledge Agreement or the Note Purchase Agreement; provided, however, that the Pledgor shall not exercise or shall refrain from exercising any such right if such action would or could reasonably be expected to have a materially adverse effect on the value of the Pledged Collateral or any part thereof; (b) except as may otherwise be provided in the Note Purchase Agreement, the Pledgor shall be entitled to

rights specified in Section 2.4. In addition, the Secured Party shall have the right at any time to exchange the certificates or instruments representing the Pledged Collateral for certificates or instruments of smaller or larger denominations. 2.4. Rights Retained by Pledgor. Notwithstanding the pledge in Section 2.1, so long as no Event of Default shall have occurred under the Note Purchase Agreement (collectively, an "Event of Default") and be continuing: (a) and, if an Event of Default shall have occurred and be continuing, until such time thereafter as such voting and other consensual rights have been terminated pursuant to Section 5 hereof, the Pledgor shall be entitled to exercise any voting and other consensual rights pertaining to the Pledged Shares for any purpose not inconsistent with the terms of this Pledge Agreement or the Note Purchase Agreement; provided, however, that the Pledgor shall not exercise or shall refrain from exercising any such right if such action would or could reasonably be expected to have a materially adverse effect on the value of the Pledged Collateral or any part thereof; (b) except as may otherwise be provided in the Note Purchase Agreement, the Pledgor shall be entitled to receive and retain any and all dividends paid in respect of the Pledged Shares; provided, however, that any and all (i) dividends paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Shares, and (ii) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, shall be, and shall be delivered to the Secured Party to hold as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Secured Party and the other Noteholders, be segregated from the other property or funds of the Pledgor, and be delivered to the Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsement or assignment); and (c) at and after such time as voting and other consensual rights have been terminated pursuant to Section 5 hereof, the Pledgor shall execute and deliver (or cause to be executed and delivered) to the Secured Party all proxies and other instruments as the Secured Party may reasonably request to (i) enable the Secured Party to exercise the voting and other rights which the Pledgor is entitled to exercise pursuant to paragraph (a) of this Section 2.4, and (ii) to receive the dividends or other distributions and proceeds of sale of the Pledged Shares which the Pledgor is authorized to receive and retain pursuant to paragraph (b) of this Section 2.4. SECTION 3. Pledgor's Representations and Warranties. The Pledgor represents and warrants as follows: (a) The Pledged Shares have been duly authorized and validly issued and are fully paid and nonassessable. 3

(b) The Pledgor is the legal and beneficial owner of the Pledged Collateral free and clear of any Lien or option, except for (i) the security interest created by this Pledge Agreement and (ii) Liens permitted by the Note Purchase Agreement, and the Pledgor has not sold, granted any option with respect to, assigned, transferred or otherwise disposed of any interest in or to the Pledged Collateral. (c) The security interest in the Pledged Collateral created pursuant to this Pledge Agreement creates a valid, binding, and first priority security interest in the Pledged Collateral, securing the payment, performance and observance of the Secured Obligations, and such security interest will be a perfected first priority security interest upon the receipt of possession by the Secured Party of the Pledged Shares. (d) No consent of any other Person and no authorization, approval, or other action by, and no notice to or filing with, any Governmental Authority or regulatory body, that has not occurred, is required either (i) for the pledge by the Pledgor of the Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery, or performance (other than authorizations, approvals or actions required in the performance of its business generally and which it expects to obtain in the ordinary course of its business) of this Pledge Agreement by the Pledgor (except to the extent that financing statements may be required under the UCC to be filed in order to maintain a perfected security interest in the Pledged Collateral) or (ii) for the exercise by the Secured Party of the voting or other rights provided for in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant

(b) The Pledgor is the legal and beneficial owner of the Pledged Collateral free and clear of any Lien or option, except for (i) the security interest created by this Pledge Agreement and (ii) Liens permitted by the Note Purchase Agreement, and the Pledgor has not sold, granted any option with respect to, assigned, transferred or otherwise disposed of any interest in or to the Pledged Collateral. (c) The security interest in the Pledged Collateral created pursuant to this Pledge Agreement creates a valid, binding, and first priority security interest in the Pledged Collateral, securing the payment, performance and observance of the Secured Obligations, and such security interest will be a perfected first priority security interest upon the receipt of possession by the Secured Party of the Pledged Shares. (d) No consent of any other Person and no authorization, approval, or other action by, and no notice to or filing with, any Governmental Authority or regulatory body, that has not occurred, is required either (i) for the pledge by the Pledgor of the Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery, or performance (other than authorizations, approvals or actions required in the performance of its business generally and which it expects to obtain in the ordinary course of its business) of this Pledge Agreement by the Pledgor (except to the extent that financing statements may be required under the UCC to be filed in order to maintain a perfected security interest in the Pledged Collateral) or (ii) for the exercise by the Secured Party of the voting or other rights provided for in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (except as may be required by the Intercreditor Agreement or in connection with such disposition by laws affecting the offering and sale of securities generally). (e) The Pledged Shares constitute 100% of the issued and outstanding shares of capital stock of the Company. SECTION 4. Pledgor's Covenants. 4.1. Further Assurances. The Pledgor agrees that at any time and from time-to-time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary and that the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. 4.2. Transfer, Other Liens, and Additional Shares. The Pledgor agrees that it will not (a) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral or (b) create or permit to exist any Lien upon or with respect to any of the Pledged Collateral, except for the security interest under this Pledge Agreement and Liens permitted by the Note Purchase Agreement. The Pledgor agrees that it will (a) cause each issuer of the Pledged Shares not to issue any capital stock or other equity securities in addition to or in substitution for the Pledged Shares issued by such issuer, except to the Pledgor and (b) pledge hereunder, immediately upon its 4

acquisition (directly or indirectly) thereof, all additional shares of capital stock or other equity securities of the issuer of the Pledged Shares. SECTION 5. Remedies upon Default. If any Event of Default shall have occurred under the Note Purchase Agreement (collectively, an "Event of Default") and remain uncured and subject to the terms of the Intercreditor Agreement: 5.1. UCC Remedies. To the extent permitted by law, the Secured Party may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for in this Pledge Agreement or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Pledged Collateral). 5.2. Dividends and Other Rights. (a) All rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to

acquisition (directly or indirectly) thereof, all additional shares of capital stock or other equity securities of the issuer of the Pledged Shares. SECTION 5. Remedies upon Default. If any Event of Default shall have occurred under the Note Purchase Agreement (collectively, an "Event of Default") and remain uncured and subject to the terms of the Intercreditor Agreement: 5.1. UCC Remedies. To the extent permitted by law, the Secured Party may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for in this Pledge Agreement or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Pledged Collateral). 5.2. Dividends and Other Rights. (a) All rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 2.4(a) may be exercised by the Secured Party if Secured Party so elects and gives notice of such election to the Pledgor and all rights of the Pledgor to receive the dividends and other distributions on or in respect of the Pledged Shares and the proceeds of sale of the Pledged Shares shall cease. (b) All dividends and other distributions on or in respect of the Pledged Shares and the proceeds of sale of the Pledged Shares which are received by the Pledgor shall be received in trust for the benefit of the Secured Party, shall be segregated from other funds of the Pledgor, and shall be promptly paid over to the Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsement). 5.3. Sale of Pledged Collateral. The Secured Party may upon ten business days prior written notice to the Pledgor sell all or part of the Pledged Collateral at public or private sale, at any of the Secured Party's offices or elsewhere, for cash, on credit, or for future delivery, and upon such other terms as are commercially reasonable. The Secured Party shall not be obligated to make any sale of the Pledged Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale from time-to-time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. 5.4. Exempt Sale. If, in the opinion of the Secured Party, there is any question that a public or semi-public sale or distribution of any Pledged Collateral will violate any state or federal securities law, Secured Party in its discretion (a) may offer and sell securities privately to purchasers who will agree to take them for investment purposes and not with a view to distribution and who will agree to imposition of restrictive legends on the certificates representing the security, or (b) may sell such securities in an intrastate offering under Section 3(a)(11) of the Securities Act of 1933, as amended, and no sale so made in good faith by Secured Party shall be deemed to be not "commercially 5

reasonable" solely because so made. Pledgor shall cooperate fully with Secured Party in all respects in selling or realizing upon all or any part of the Pledged Collateral. 5.5. Application of Collateral. Any cash held by the Secured Party as Pledged Collateral and all cash proceeds received by the Secured Party from the sale of, collection of, or other realization of any part of the Pledged Collateral shall be applied by the Secured Party in accordance with the terms of the Intercreditor Agreement. SECTION 6. Secured Party as Agent for Pledgor. 6.1. Secured Party Appointed Attorney-in-Fact. The Pledgor hereby irrevocably appoints the Secured Party the Pledgor's attorney-in-fact, with full authority to, after the occurrence and during the continuance of an Event of Default, act for the Pledgor and in the name of the Pledgor, and, in the Secured Party's discretion, subject to the Pledgor's revocable rights specified in Section 2.4, to take any action and to execute any instrument which the Secured Party may deem necessary or

reasonable" solely because so made. Pledgor shall cooperate fully with Secured Party in all respects in selling or realizing upon all or any part of the Pledged Collateral. 5.5. Application of Collateral. Any cash held by the Secured Party as Pledged Collateral and all cash proceeds received by the Secured Party from the sale of, collection of, or other realization of any part of the Pledged Collateral shall be applied by the Secured Party in accordance with the terms of the Intercreditor Agreement. SECTION 6. Secured Party as Agent for Pledgor. 6.1. Secured Party Appointed Attorney-in-Fact. The Pledgor hereby irrevocably appoints the Secured Party the Pledgor's attorney-in-fact, with full authority to, after the occurrence and during the continuance of an Event of Default, act for the Pledgor and in the name of the Pledgor, and, in the Secured Party's discretion, subject to the Pledgor's revocable rights specified in Section 2.4, to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Pledge Agreement, including, without limitation, to receive, indorse, and collect all Instruments (as defined in the UCC) made payable to the Pledgor representing any dividend, or the Proceeds (as defined in the UCC) of the sale of the Pledged Shares, or other distribution in respect of the Pledged Shares and to give full discharge for the same. 6.2. Secured Party May Perform. If the Pledgor fails to perform any covenant contained herein, the Secured Party may itself perform, or cause performance of, such covenant. Pledgor shall pay for the reasonable expenses of the Secured Party incurred in connection therewith in accordance with Section 7.4. 6.3. Secured Party's Duties. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Secured Party shall have no duty as to any Pledged Collateral, as to ascertaining or taking action with respect to calls, conversion, exchanges, maturities, tenders or other matters relative to any Pledged Collateral, whether or not the Secured Party or any other Noteholder has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Pledged Collateral. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Secured Party accords its own property. The Secured Party shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Noteholders, in accordance with the Intercreditor Agreement, and such instructions shall be binding upon the holders of all Secured Obligations; provided, however, that the Secured Party shall not be required to take any action which exposes the Secured Party to personal liability or which is contrary to any Financing Document (as defined in the Intercreditor Agreement) or applicable law. 6

SECTION 7. Miscellaneous. 7.1. Amendments, Etc. No amendment or waiver of any provision of this Pledge Agreement nor consent to any departure by the Pledgor from the terms of this Pledge Agreement shall be effective unless the same shall be in writing and signed by the Pledgor and the Secured Party, as Collateral Agent (as defined in the Intercreditor Agreement) on behalf of the Noteholders, pursuant to terms of the Intercreditor Agreement, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 7.2. Addresses for Notices. All notices and other communications provided for hereunder shall be in the manner and to the addresses set forth in the Credit Agreement and the Note Purchase Agreement. 7.3. Continuing Security Interest; Transfer of Interest. This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and shall (a) remain in full force and effect until the indefeasible payment in full and termination of the Secured Obligations (other than indemnification obligations), (b) be binding upon the Pledgor, its successors, and assigns, and (c) inure, together with the rights and remedies of the Secured Party hereunder, to the benefit of and be binding upon, the Secured Party and the other Noteholders and their respective successors, transferees, and assigns.

SECTION 7. Miscellaneous. 7.1. Amendments, Etc. No amendment or waiver of any provision of this Pledge Agreement nor consent to any departure by the Pledgor from the terms of this Pledge Agreement shall be effective unless the same shall be in writing and signed by the Pledgor and the Secured Party, as Collateral Agent (as defined in the Intercreditor Agreement) on behalf of the Noteholders, pursuant to terms of the Intercreditor Agreement, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 7.2. Addresses for Notices. All notices and other communications provided for hereunder shall be in the manner and to the addresses set forth in the Credit Agreement and the Note Purchase Agreement. 7.3. Continuing Security Interest; Transfer of Interest. This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and shall (a) remain in full force and effect until the indefeasible payment in full and termination of the Secured Obligations (other than indemnification obligations), (b) be binding upon the Pledgor, its successors, and assigns, and (c) inure, together with the rights and remedies of the Secured Party hereunder, to the benefit of and be binding upon, the Secured Party and the other Noteholders and their respective successors, transferees, and assigns. Without limiting the generality of the foregoing clause, when the Secured Party or such other Noteholder assigns or otherwise transfers any interest held by it under the Note Purchase Agreement or any other Financing Document (as defined in the Intercreditor Agreement) to any other Person pursuant to the terms of the Note Purchase Agreement or any other Financing Document (as defined in the Intercreditor Agreement) that other Person shall thereupon become vested with all the benefits held by the Secured Party or such Noteholder under this Pledge Agreement. Upon the payment in full and termination of the Secured Obligations, the security interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to the Pledgor to the extent such Pledged Collateral shall not have been sold or otherwise applied pursuant to the terms hereof. Upon any such termination, the Secured Party will, at the Pledgor's expense, deliver all Pledged Collateral to the Pledgor, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request and take any other actions reasonably requested to evidence or effect such termination. 7.4. Expenses. The Pledgor will upon demand pay to the Secured Party for its benefit and the benefit of the other Noteholders the amount of any and all reasonable expenses, including the reasonable legal fees and other reasonable expenses, which the Secured Party and the other Noteholders may incur in connection with (i) the administration of this Pledge Agreement, (ii) the custody or preservation of, or the sale of, collection from or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of any of the rights of the Noteholders hereunder or (iv) the failure by the Pledgor to perform or observe any of the provisions hereof. 7.5. No Waiver; Remedies. To the fullest extent permitted under applicable law, no failure on the part of the Secured Party to exercise, and no delay in exercising, 7

any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided under any other Financing Document or by applicable law. 7.6. Choice of Law. This Pledge Agreement shall be governed by and construed and enforced in accordance with the laws of the state of Texas, without giving effect to any conflict of laws provisions thereof, except to the extent that the validity or perfection of the security interests hereunder, or remedies hereunder, in respect of any particular Pledged Collateral are governed by the laws of a jurisdiction other than the state of Texas. Notwithstanding anything to the contrary contained in this Section the rights, duties, immunities, indemnities and standard of care of Wilmington Trust Company, individually and as Collateral Agent and Secured Party shall be governed by and construed in accordance with the laws of the State of Delaware. [Signatures on the following page] 8

any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided under any other Financing Document or by applicable law. 7.6. Choice of Law. This Pledge Agreement shall be governed by and construed and enforced in accordance with the laws of the state of Texas, without giving effect to any conflict of laws provisions thereof, except to the extent that the validity or perfection of the security interests hereunder, or remedies hereunder, in respect of any particular Pledged Collateral are governed by the laws of a jurisdiction other than the state of Texas. Notwithstanding anything to the contrary contained in this Section the rights, duties, immunities, indemnities and standard of care of Wilmington Trust Company, individually and as Collateral Agent and Secured Party shall be governed by and construed in accordance with the laws of the State of Delaware. [Signatures on the following page] 8

The parties hereto have caused this Pledge Agreement to be duly executed as of the date first above written. PLEDGOR: Probex Corp., a Delaware corporation
By: /s/ BRUCE A. HALL --------------------------------------------Name: Bruce A. Hall ------------------------------------------Title: Senior Vice President & Chief Financial Officer ------------------------------------------

Address: 13355 Noel Road, Suite 1200 Dallas, Texas 75240 Attention: Bruce Hall Telecopy No. 972/8908545 ACKNOWLEDGED BY ISSUER; Probex Fluid Recovery, Inc., a Delaware corporation
By: /s/ BRUCE A. HALL ----------------------------------------------Name: Bruce A. Hall --------------------------------------------Title: Vice President -------------------------------------------Address: 13355 Noel Road, Suite 1200 Dallas, Texas 75240 Attention: Bruce Hall Telecopy No. 972/890-8545

9

COLLATERAL AGENT: WILMINGTON TRUST COMPANY
By: /s/ JOSEPH B. FEIL

The parties hereto have caused this Pledge Agreement to be duly executed as of the date first above written. PLEDGOR: Probex Corp., a Delaware corporation
By: /s/ BRUCE A. HALL --------------------------------------------Name: Bruce A. Hall ------------------------------------------Title: Senior Vice President & Chief Financial Officer ------------------------------------------

Address: 13355 Noel Road, Suite 1200 Dallas, Texas 75240 Attention: Bruce Hall Telecopy No. 972/8908545 ACKNOWLEDGED BY ISSUER; Probex Fluid Recovery, Inc., a Delaware corporation
By: /s/ BRUCE A. HALL ----------------------------------------------Name: Bruce A. Hall --------------------------------------------Title: Vice President -------------------------------------------Address: 13355 Noel Road, Suite 1200 Dallas, Texas 75240 Attention: Bruce Hall Telecopy No. 972/890-8545

9

COLLATERAL AGENT: WILMINGTON TRUST COMPANY
By: /s/ JOSEPH B. FEIL ---------------------------------------------Name: Joseph B. Feil -------------------------------------------Title: Senior Financial Services Officer -------------------------------------------

Address:

Wilmington Trust Company 1100 North Market Street Rodney Square North Wilmington, DE 19890-0001 Attention: Corporate Trust Administration - Probex

10

[SCHEDULES INTENTIONALLY OMITTED]

COLLATERAL AGENT: WILMINGTON TRUST COMPANY
By: /s/ JOSEPH B. FEIL ---------------------------------------------Name: Joseph B. Feil -------------------------------------------Title: Senior Financial Services Officer -------------------------------------------

Wilmington Trust Company 1100 North Market Street Rodney Square North Wilmington, DE 19890-0001 Attention: Corporate Trust Administration - Probex

Address:

10

[SCHEDULES INTENTIONALLY OMITTED] 11

EXHIBIT 10.22.6

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of November 29, 2000 by and among The Parties Listed on Schedule I hereto, as the Noteholders, Wilmington Trust Company, as Collateral Agent for the Noteholders, Probex Fluids Recovery, Inc., as Borrower, and Probex Corp as Guarantor

ARTICLE I. DEFINITIONS AND OTHER MATTERS.......................................1 1.1. Definitions....................................................1 ARTICLE II.

[SCHEDULES INTENTIONALLY OMITTED] 11

EXHIBIT 10.22.6

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of November 29, 2000 by and among The Parties Listed on Schedule I hereto, as the Noteholders, Wilmington Trust Company, as Collateral Agent for the Noteholders, Probex Fluids Recovery, Inc., as Borrower, and Probex Corp as Guarantor

ARTICLE I. DEFINITIONS AND OTHER MATTERS.......................................1 1.1. Definitions....................................................1 ARTICLE II. REPRESENTATIONS AND WARRANTIES......................................6 2.1. Representations and Warranties.................................6 ARTICLE III. ACTIONS BY COLLATERAL AGENT, PROCEEDS...............................7 3.1. Instructions by Noteholders....................................7 3.2. Duty of the Collateral Agent...................................7 3.3. Application of Proceeds........................................8 3.4. Payments by Collateral Agent..................................10 3.5. Notices, Etc..................................................10 3.6. Pro Rata Treatment............................................10 3.7. Bankruptcy Preferences........................................10 3.8. Property of Obligors..........................................11 3.9. Marshaling....................................................11 3.10. Release of Collateral.........................................11 3.11. Enforcement of Remedies.......................................11 3.12. Voting in Bankruptcy..........................................12 3.13. Cooperation; Accountings......................................12 3.14. Emergency Actions.............................................12 3.15. Application of Insurance Proceeds.............................12 3.16. Cooperation...................................................12 ARTICLE IV. THE COLLATERAL AGENT...............................................13 4.1. Appointment and Powers of Collateral Agent....................13 4.2. Custody of Collateral Documents...............................14

EXHIBIT 10.22.6

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of November 29, 2000 by and among The Parties Listed on Schedule I hereto, as the Noteholders, Wilmington Trust Company, as Collateral Agent for the Noteholders, Probex Fluids Recovery, Inc., as Borrower, and Probex Corp as Guarantor

ARTICLE I. DEFINITIONS AND OTHER MATTERS.......................................1 1.1. Definitions....................................................1 ARTICLE II. REPRESENTATIONS AND WARRANTIES......................................6 2.1. Representations and Warranties.................................6 ARTICLE III. ACTIONS BY COLLATERAL AGENT, PROCEEDS...............................7 3.1. Instructions by Noteholders....................................7 3.2. Duty of the Collateral Agent...................................7 3.3. Application of Proceeds........................................8 3.4. Payments by Collateral Agent..................................10 3.5. Notices, Etc..................................................10 3.6. Pro Rata Treatment............................................10 3.7. Bankruptcy Preferences........................................10 3.8. Property of Obligors..........................................11 3.9. Marshaling....................................................11 3.10. Release of Collateral.........................................11 3.11. Enforcement of Remedies.......................................11 3.12. Voting in Bankruptcy..........................................12 3.13. Cooperation; Accountings......................................12 3.14. Emergency Actions.............................................12 3.15. Application of Insurance Proceeds.............................12 3.16. Cooperation...................................................12 ARTICLE IV. THE COLLATERAL AGENT...............................................13 4.1. Appointment and Powers of Collateral Agent....................13 4.2. Custody of Collateral Documents...............................14 4.3. Limitations on Responsibility of Collateral Agent.............14 4.4. Co-Collateral Agent or Separate Collateral Agent..............15 4.5. Certain Rights of the Collateral Agent........................16 4.6. Collateral Agent's Reimbursements And Indemnification.........16 4.7. The Collateral Agent in its Individual Capacity...............17 4.8. Successor Collateral Agent....................................17

ARTICLE I. DEFINITIONS AND OTHER MATTERS.......................................1 1.1. Definitions....................................................1 ARTICLE II. REPRESENTATIONS AND WARRANTIES......................................6 2.1. Representations and Warranties.................................6 ARTICLE III. ACTIONS BY COLLATERAL AGENT, PROCEEDS...............................7 3.1. Instructions by Noteholders....................................7 3.2. Duty of the Collateral Agent...................................7 3.3. Application of Proceeds........................................8 3.4. Payments by Collateral Agent..................................10 3.5. Notices, Etc..................................................10 3.6. Pro Rata Treatment............................................10 3.7. Bankruptcy Preferences........................................10 3.8. Property of Obligors..........................................11 3.9. Marshaling....................................................11 3.10. Release of Collateral.........................................11 3.11. Enforcement of Remedies.......................................11 3.12. Voting in Bankruptcy..........................................12 3.13. Cooperation; Accountings......................................12 3.14. Emergency Actions.............................................12 3.15. Application of Insurance Proceeds.............................12 3.16. Cooperation...................................................12 ARTICLE IV. THE COLLATERAL AGENT...............................................13 4.1. Appointment and Powers of Collateral Agent....................13 4.2. Custody of Collateral Documents...............................14 4.3. Limitations on Responsibility of Collateral Agent.............14 4.4. Co-Collateral Agent or Separate Collateral Agent..............15 4.5. Certain Rights of the Collateral Agent........................16 4.6. Collateral Agent's Reimbursements And Indemnification.........16 4.7. The Collateral Agent in its Individual Capacity...............17 4.8. Successor Collateral Agent....................................17 4.9. Independent Action............................................18 4.10. Fees..........................................................18 ARTICLE V. MISCELLANEOUS......................................................18 5.1. Notice of Actions.............................................18 5.2. Termination...................................................19 5.3. Notices, Etc..................................................19 5.4. Payment Of Expenses, Indemnities, Etc.........................19

i
5.5. 5.6. 5.7. 5.8. 5.9. 5.10. 5.11. 5.12. Applicable Law................................................19 Execution in Counterparts.....................................20 Severability..................................................20 Authority.....................................................20 Conflict With Loan Documents..................................20 Benefit of Agreement; Limitation on Assignment................20 Amendments, etc...............................................20 No Further Agreements.........................................21

Schedules: Schedule I: The Noteholders ii

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT This Intercreditor and Collateral Agency Agreement dated as of November 29, 2000 ("Agreement") is among Probex Fluids Recovery, Inc., a Delaware corporation ("Borrower"), Probex Corp., a Delaware corporation

5.5. 5.6. 5.7. 5.8. 5.9. 5.10. 5.11. 5.12.

Applicable Law................................................19 Execution in Counterparts.....................................20 Severability..................................................20 Authority.....................................................20 Conflict With Loan Documents..................................20 Benefit of Agreement; Limitation on Assignment................20 Amendments, etc...............................................20 No Further Agreements.........................................21

Schedules: Schedule I: The Noteholders ii

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT This Intercreditor and Collateral Agency Agreement dated as of November 29, 2000 ("Agreement") is among Probex Fluids Recovery, Inc., a Delaware corporation ("Borrower"), Probex Corp., a Delaware corporation (the "Guarantor"), the investors set forth in Schedule I (together with their successors and assigns and including any holder of Notes (as defined below), collectively referred to herein as the "Noteholders"), and Wilmington Trust Company, ("Collateral Agent"), as Collateral Agent. INTRODUCTION A. The Borrower has issued certain 7% Senior Secured Convertible Notes due November 28, 2004 in the aggregate original principal amount of $12,500,000 (each a "Note", and collectively, the "Notes") to the Noteholders pursuant to the Note Purchase Agreement of even date herewith (the "Note Purchase Agreement") by and among the Borrower, the Guarantor, the Noteholders and the Collateral Agent. B. As additional support for the obligations owing by the Borrower to the Noteholders, the Guarantor has executed and delivered the Guaranty Agreement (defined below). C. To secure the obligations owing to the Noteholders under the Note Purchase Agreement, the Guaranty Agreement and the Notes, the Borrower and Guarantor have executed and delivered the Collateral Documents (as defined below) granting to the Collateral Agent for the benefit of the Noteholders (collectively, the "Noteholders") a lien on and security interest in the Collateral (as defined below). D. The Borrower and the Noteholders desire to enter into this Agreement (1) to establish the relative rights of the Noteholders with respect to payment of the respective obligations owed by the Borrower and the Guarantor arising under and pursuant to the Collateral Documents, (2) to agree as to the exercise of certain remedies, (3) to appoint Wilmington Trust Company as collateral agent for the benefit of the Noteholders for the purposes of administering the Collateral Documents and holding a security interest in and lien upon the Collateral for the benefit of the Noteholders and apportioning payments among the Noteholders, and (4) for other purposes as set forth herein. Therefore, the Borrower, the Guarantor, the Collateral Agent and the Noteholders hereby agree as follows: ARTICLE I. DEFINITIONS AND OTHER MATTERS 1.1. Definitions. (a) The terms defined above shall have the meanings set forth above; and (b) the following terms shall have the following meanings (unless otherwise indicated, such meanings to be equally applicable to both the singular and plural forms of the terms defined): 1

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT This Intercreditor and Collateral Agency Agreement dated as of November 29, 2000 ("Agreement") is among Probex Fluids Recovery, Inc., a Delaware corporation ("Borrower"), Probex Corp., a Delaware corporation (the "Guarantor"), the investors set forth in Schedule I (together with their successors and assigns and including any holder of Notes (as defined below), collectively referred to herein as the "Noteholders"), and Wilmington Trust Company, ("Collateral Agent"), as Collateral Agent. INTRODUCTION A. The Borrower has issued certain 7% Senior Secured Convertible Notes due November 28, 2004 in the aggregate original principal amount of $12,500,000 (each a "Note", and collectively, the "Notes") to the Noteholders pursuant to the Note Purchase Agreement of even date herewith (the "Note Purchase Agreement") by and among the Borrower, the Guarantor, the Noteholders and the Collateral Agent. B. As additional support for the obligations owing by the Borrower to the Noteholders, the Guarantor has executed and delivered the Guaranty Agreement (defined below). C. To secure the obligations owing to the Noteholders under the Note Purchase Agreement, the Guaranty Agreement and the Notes, the Borrower and Guarantor have executed and delivered the Collateral Documents (as defined below) granting to the Collateral Agent for the benefit of the Noteholders (collectively, the "Noteholders") a lien on and security interest in the Collateral (as defined below). D. The Borrower and the Noteholders desire to enter into this Agreement (1) to establish the relative rights of the Noteholders with respect to payment of the respective obligations owed by the Borrower and the Guarantor arising under and pursuant to the Collateral Documents, (2) to agree as to the exercise of certain remedies, (3) to appoint Wilmington Trust Company as collateral agent for the benefit of the Noteholders for the purposes of administering the Collateral Documents and holding a security interest in and lien upon the Collateral for the benefit of the Noteholders and apportioning payments among the Noteholders, and (4) for other purposes as set forth herein. Therefore, the Borrower, the Guarantor, the Collateral Agent and the Noteholders hereby agree as follows: ARTICLE I. DEFINITIONS AND OTHER MATTERS 1.1. Definitions. (a) The terms defined above shall have the meanings set forth above; and (b) the following terms shall have the following meanings (unless otherwise indicated, such meanings to be equally applicable to both the singular and plural forms of the terms defined): 1

"Affiliate" means, as to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person or any Subsidiary of such Person. The term "control" (including the terms "controlled by" or "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of a Control Percentage, by contract or otherwise. "Agreement" shall have the meaning set forth in the introductory paragraph. "Bankruptcy Proceeding" shall mean, with respect to any Person, a general assignment by such Person for the benefit of its creditors, or the institution by or against such Person of any proceeding seeking relief as a debtor, or seeking to adjudicate such Person as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of such Person or its debts, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for such Person or for any substantial part of its property.

"Affiliate" means, as to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person or any Subsidiary of such Person. The term "control" (including the terms "controlled by" or "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of a Control Percentage, by contract or otherwise. "Agreement" shall have the meaning set forth in the introductory paragraph. "Bankruptcy Proceeding" shall mean, with respect to any Person, a general assignment by such Person for the benefit of its creditors, or the institution by or against such Person of any proceeding seeking relief as a debtor, or seeking to adjudicate such Person as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of such Person or its debts, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for such Person or for any substantial part of its property. "Borrower" shall have the meaning set forth in the introductory paragraph. "Collateral" collectively, means all of the "Collateral" as set forth in each of the Collateral Documents. "Collateral Agent" means Wilmington Trust Company in its capacity as collateral agent for the benefit of the Noteholders under this Agreement, together with all successors and assigns in such capacity under the terms of this Agreement. "Collateral Documents" means (a) this Agreement, the Pledge Agreement, the Security Agreement, the Guaranty Agreement, and (b) each other agreement, instrument or document executed at any time in connection with or as security for the Indebtedness. "Control Percentage" means, with respect to any Person, the percentage of the outstanding capital stock of such Person having ordinary voting power which gives the direct or indirect holder of such stock the power to elect a majority of the Board of Directors of such Person. "Default" means (a) an Event of Default or (b) any event or condition which with notice or lapse of time or both would, unless cured or waived, become an Event of Default. "Dollar Equivalent" means the equivalent in another currency of an amount in Dollars to be determined by reference to the rate of exchange quoted by The Wall Street Journal on the date of determination, for the spot purchase in the foreign exchange market of such amount of Dollars with such other currency. "Dollars" and "$" means lawful money of the United States of America. 2

"Eligible Agent" means either a Noteholder or (a) a commercial bank or trust company organized under the laws of the United States, or any State thereof, and having primary capital of not less than $50,000,000, and (b) which is authorized under the laws of the jurisdiction of its incorporation or organization to assume the function of the Collateral Agent. In addition, any successor to the Collateral Agent shall be approved by the Requisite Noteholders. "Event of Default" means an Event of Default under the Note Purchase Agreement. "FDIC" means Federal Deposit Insurance Corporation. "Financing Documents" means, collectively, Note Purchase Agreement, the Notes, the Guaranty Agreement, and the Collateral Documents and each other agreement, document or instrument executed or delivered in connection with or as security for the Indebtedness. "Governmental Authority" means any foreign governmental authority, including Canada and any of the provinces

"Eligible Agent" means either a Noteholder or (a) a commercial bank or trust company organized under the laws of the United States, or any State thereof, and having primary capital of not less than $50,000,000, and (b) which is authorized under the laws of the jurisdiction of its incorporation or organization to assume the function of the Collateral Agent. In addition, any successor to the Collateral Agent shall be approved by the Requisite Noteholders. "Event of Default" means an Event of Default under the Note Purchase Agreement. "FDIC" means Federal Deposit Insurance Corporation. "Financing Documents" means, collectively, Note Purchase Agreement, the Notes, the Guaranty Agreement, and the Collateral Documents and each other agreement, document or instrument executed or delivered in connection with or as security for the Indebtedness. "Governmental Authority" means any foreign governmental authority, including Canada and any of the provinces thereof, the United States of America, any State of the United States of America and any subdivision of any of the foregoing, and any agency, department, commission, board, authority or instrumentality, bureau or court having jurisdiction over any Noteholder, the Borrower, or the Guarantor or any of their respective Properties. "Guarantor" means Probex Corp., a Delaware corporation. "Indebtedness" means, collectively, (a) all indebtedness, fees, interest, indemnity amounts and other amounts payable by the Borrower or the Guarantor under the Note Purchase Agreement (as such Note Purchase Agreement may be amended from time to time), the Notes, the Guaranty Agreement and the Collateral Documents plus (b) all other amounts owing in connection with the Financing Documents, including, but not limited to, (i) all other sums of money which may be hereafter paid or advanced by the Collateral Agent, or the Noteholders under the terms and provisions of the Note Purchase Agreement, this Agreement or the other Collateral Documents, and (ii) amounts owing in connection with the administration, protection and exercise of remedies with respect to the Financing Documents. "Legal Requirement" means any law, statute, ordinance, decree, requirement, order, judgment, rule, regulation (or official interpretation of any of the foregoing) of, and the terms of any license or permit issued by, any Governmental Authority, including, but not limited to, Regulations T, U and X of the Board of Governors of the Federal Reserve System. "Lien" means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or capital lease, upon or with respect to any property or asset of such 3

Person (including in the case of capital stock, stockholder agreements, voting trust agreements and all similar arrangements). "Liquid Investments" means: (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States maturing within one year from the date of acquisition of the instrument evidencing such obligations; (b) (i) negotiable or nonnegotiable certificates of deposit, time deposits, or other similar banking arrangements maturing within 180 days from the date of acquisition thereof ("bank debt securities"), issued by any bank or trust company which has a combined capital surplus and undivided profit of not less than $50,000,000 or the Dollar Equivalent thereof, if at the time of deposit or purchase, such bank debt securities are rated not less than "A2" (or the then equivalent) by the rating service of Standard & Poor's Corporation or not less than "P-2" by Moody's Investors Service, Inc. and (ii) commercial paper issued by any Person if at the time of purchase such

Person (including in the case of capital stock, stockholder agreements, voting trust agreements and all similar arrangements). "Liquid Investments" means: (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States maturing within one year from the date of acquisition of the instrument evidencing such obligations; (b) (i) negotiable or nonnegotiable certificates of deposit, time deposits, or other similar banking arrangements maturing within 180 days from the date of acquisition thereof ("bank debt securities"), issued by any bank or trust company which has a combined capital surplus and undivided profit of not less than $50,000,000 or the Dollar Equivalent thereof, if at the time of deposit or purchase, such bank debt securities are rated not less than "A2" (or the then equivalent) by the rating service of Standard & Poor's Corporation or not less than "P-2" by Moody's Investors Service, Inc. and (ii) commercial paper issued by any Person if at the time of purchase such commercial paper is rated not less than "A-2" (or the then equivalent) by the rating service of Standard & Poor's Corporation or not less than "P-2" (or the then equivalent) by the rating service of Moody's Investors Service, Inc., or upon the discontinuance of both of such services, such other nationally recognized rating service or services, as the case may be, as shall be selected by the Borrower with the consent of the Requisite Noteholders; and (c) repurchase agreements relating to investments described in clauses (a) and (b) above with a market value at least equal to the consideration paid in connection therewith, with any Person who regularly engages in the business of entering into repurchase agreements and has a combined capital surplus and undivided profit of not less than $50,000,000 or the Dollar Equivalent thereof, if at the time of entering into such agreement the debt securities of such Person are rated not less than "A-2" (or the then equivalent) by the rating service of Standard & Poor's Corporation or not less than "P-2" by Moody's Investors Service, Inc. "Guaranty Agreement" means the Guaranty Agreement executed by the Guarantor in favor of the Noteholders guaranteeing all of the Indebtedness (as the same may be modified, amended, renewed or extended from time to time). "Majority Noteholders" means, at any time, the holders of more than 50% of the outstanding principal amount of the Notes. "Note" and "Notes" shall have the meaning set forth in the Recitals. "Note Purchase Agreement" shall have the meaning set forth in the Recitals. "Noteholders" shall have the meaning set forth in the introductory paragraph. 4

"Obligors" means, collectively, the Borrower and the Guarantor, and "Obligor" means any of them. "Person" means an individual, partnership, limited liability partnership, limited liability company, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof or any trustee, receiver, custodian or similar official. "Pledge Agreement" means a Pledge Agreement in substantially the form and substance attached as Exhibit 4.2(l) to the Note Purchase Agreement and executed by Probex and the Borrower and the Guarantor to secure the Indebtedness. "Pro Rata Share" means, at any time with respect to any Noteholder, the ratio of (a) the aggregate outstanding principal amount of the Indebtedness due and payable and owing to such Noteholder at such time to (b) the aggregate outstanding principal amount of the Indebtedness due and payable and owing to all the Noteholders at

"Obligors" means, collectively, the Borrower and the Guarantor, and "Obligor" means any of them. "Person" means an individual, partnership, limited liability partnership, limited liability company, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof or any trustee, receiver, custodian or similar official. "Pledge Agreement" means a Pledge Agreement in substantially the form and substance attached as Exhibit 4.2(l) to the Note Purchase Agreement and executed by Probex and the Borrower and the Guarantor to secure the Indebtedness. "Pro Rata Share" means, at any time with respect to any Noteholder, the ratio of (a) the aggregate outstanding principal amount of the Indebtedness due and payable and owing to such Noteholder at such time to (b) the aggregate outstanding principal amount of the Indebtedness due and payable and owing to all the Noteholders at such time. "Proceeds" shall mean all cash and other Property received by the Collateral Agent or any of the Noteholders from or for the account of any Obligor or under any of the Collateral Documents, from whatever source, including, without limitation, the exercise of the right of setoff. "Property" means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible. "Requisite Noteholders" means (i) prior to the occurrence of an Event of Default and provided no Event of Default has occurred and is continuing, the Majority Noteholders, or (ii) after the occurrence and during the continuation of an Event of Default, the Noteholders holding more than 66-2/3% of the aggregate outstanding principal amount of the Notes. "Security Agreement" means the Security Agreement in substantially the form and substance attached as Exhibit 4.2(k) to the Note Purchase Agreement and executed by the Borrower or the Guarantor to secure all or a portion of the Indebtedness. "Securities Intermediary" means a clearing corporation; or a person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity. "Shared Proceeds" means (i) all Proceeds received from the sale or disposition of all or substantially all of the Collateral, (ii) all Proceeds received from any insurance policy as a result of any casualty event involving the Collateral and which shall not have been disbursed to the Company to be reinvested in replacement assets and (iii) all Proceeds received from the sale or disposition of any Collateral in violation or breach of the Note Purchase Agreement or the Collateral Documents. "Triggering Event" means (a) the occurrence and continuance of a Bankruptcy Proceeding or (b) receipt by the Collateral Agent of written notice from any Noteholder 5

stating that an Event of Default has occurred and is continuing under the Note Purchase Agreement, any Note or any of the Collateral Documents, as applicable. ARTICLE II. REPRESENTATIONS AND WARRANTIES 2.1. Representations and Warranties. (a) Each of the Noteholders represents and warrants to the other parties hereto that:

stating that an Event of Default has occurred and is continuing under the Note Purchase Agreement, any Note or any of the Collateral Documents, as applicable. ARTICLE II. REPRESENTATIONS AND WARRANTIES 2.1. Representations and Warranties. (a) Each of the Noteholders represents and warrants to the other parties hereto that: (i) it (i) is either (w) a natural person who is an "accredited investor" as that term is defined in Section 501 of Regulation D of the Securities Act of 1933, (x) a corporation duly organized, existing and in good standing under the laws of the jurisdiction of its incorporation, (y) a national banking association duly incorporated and existing under the laws of the United States of America or (z) a New York banking organization duly organized, validly existing and in good standing under the laws of the State of New York, and (ii) has all requisite power (corporate or otherwise) to own its property and conduct its business as now conducted and as presently contemplated; (ii) the execution, delivery and performance by such Noteholder of this Agreement has been authorized by all necessary proceedings (corporate or otherwise) and does not and will not contravene any provision of law, its charter or by-laws or any amendment thereof, or of any indenture, agreement, instrument or undertaking binding upon such Noteholder; and (iii) the execution, delivery and performance by such Noteholder of this Agreement will result in a valid and legally binding obligation of such Noteholder enforceable in accordance with its terms. (b) The Collateral Agent hereby represents and warrants that: (i) the Collateral Agent is duly organized, validly existing and in good standing under the laws of Delaware; (ii) the Collateral Agent has full power, authority and legal right to execute, deliver, and perform this Agreement and the Collateral Documents and has taken all necessary corporate action to authorize the execution, delivery, and performance by it of this Agreement and the Collateral Documents to which it is a party; (iii) the execution, delivery and performance by the Collateral Agent of this Agreement and the Collateral Documents to which it is a party will not contravene any law, rule or regulation of the State of Delaware or the United States of America governing the banking and trust powers of Wilmington Trust Company or any State of Delaware or United States federal 6

governmental authority or agency regulating the Collateral Agent under such laws, rules or regulations or any judgment or order applicable to or binding on the Collateral Agent and will not contravene or result in any breach of, or constitute a default under, the Collateral Agent's by-laws or the provision of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties is bound; (iv) the execution, delivery and performance by the Collateral Agent of this Agreement and the Collateral Documents to which it is a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any State of Delaware or United States federal governmental authority or agency regulating the banking and trust powers of the Collateral Agent; and (v) this Agreement and the Collateral Documents to which it is a party have been duly executed and delivered by the Collateral Agent and constitute the legal, valid, and binding agreements of the Collateral Agent, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent conveyance and similar laws affecting creditors' rights generally, and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law).

governmental authority or agency regulating the Collateral Agent under such laws, rules or regulations or any judgment or order applicable to or binding on the Collateral Agent and will not contravene or result in any breach of, or constitute a default under, the Collateral Agent's by-laws or the provision of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties is bound; (iv) the execution, delivery and performance by the Collateral Agent of this Agreement and the Collateral Documents to which it is a party will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any State of Delaware or United States federal governmental authority or agency regulating the banking and trust powers of the Collateral Agent; and (v) this Agreement and the Collateral Documents to which it is a party have been duly executed and delivered by the Collateral Agent and constitute the legal, valid, and binding agreements of the Collateral Agent, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent conveyance and similar laws affecting creditors' rights generally, and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law). ARTICLE III. ACTIONS BY COLLATERAL AGENT, PROCEEDS 3.1. Instructions by Noteholders. Upon the written instruction of the Requisite Noteholders and provided it has been indemnified in accordance with Section 3.2 and Section 4.3, the Collateral Agent shall (a) subject to Section 3.11, take or direct any action provided for in the Collateral Documents or proceed to enforce, or direct the enforcement of, consistent with the Collateral Documents and applicable law, the rights or powers provided in the Collateral Documents and under applicable law for the benefit of the Noteholders and shall give such notice or direction or shall take such action or exercise such right or power hereunder or under any of the Collateral Documents incidental thereto as shall be reasonably specified in such instructions and consistent with the terms of the Collateral Documents and this Agreement and (b) execute such instruments or agreements or take such other action in connection with the enforcement of the Collateral Documents as may be deemed reasonably necessary or appropriate by the Requisite Noteholders and consistent with the terms of the Collateral Documents and this Agreement. Such action may include, but is not limited to (i) the giving of any notice, approval, consent or waiver which may be called for under the Collateral Documents, (ii) the requiring of the execution and delivery of additional Collateral Documents, and (iii) employing agents or directing trustees in order to accomplish the actions requested. 3.2. Duty of the Collateral Agent. (a) The Collateral Agent shall not be obligated to follow any instructions of any one or more of the Noteholders if (i) such 7

instructions conflict with the provisions of this Agreement or any other Collateral Document or any Legal Requirement or (ii) the Collateral Agent has not been adequately indemnified to its reasonable satisfaction. Nothing in this Article III shall impair the right of the Collateral Agent in its discretion to take any action, to the extent that the consent of any of the Noteholders is not required, which it deems proper and which is not inconsistent with any reasonable and proper instruction given by the Noteholders as provided for herein and which is not illegal or inconsistent with the terms and provisions of any Collateral Document. Notwithstanding any of the foregoing, the Collateral Agent shall have no duty to take or refrain from taking any action unless explicitly required herein. (b) Beyond its duties under applicable law or expressly provided herein or in any Collateral Document and its duties to account to the Noteholders or the Obligors for monies and other Property received by it hereunder or under any Collateral Document, the Collateral Agent shall not have any implied duty to any Obligor or to the Noteholders as to any Property belonging to an Obligor (whether or not the same constitutes Collateral) in its possession or control or in the possession or control of any of its agents or nominees, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto.

instructions conflict with the provisions of this Agreement or any other Collateral Document or any Legal Requirement or (ii) the Collateral Agent has not been adequately indemnified to its reasonable satisfaction. Nothing in this Article III shall impair the right of the Collateral Agent in its discretion to take any action, to the extent that the consent of any of the Noteholders is not required, which it deems proper and which is not inconsistent with any reasonable and proper instruction given by the Noteholders as provided for herein and which is not illegal or inconsistent with the terms and provisions of any Collateral Document. Notwithstanding any of the foregoing, the Collateral Agent shall have no duty to take or refrain from taking any action unless explicitly required herein. (b) Beyond its duties under applicable law or expressly provided herein or in any Collateral Document and its duties to account to the Noteholders or the Obligors for monies and other Property received by it hereunder or under any Collateral Document, the Collateral Agent shall not have any implied duty to any Obligor or to the Noteholders as to any Property belonging to an Obligor (whether or not the same constitutes Collateral) in its possession or control or in the possession or control of any of its agents or nominees, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. 3.3. Application of Proceeds. (a) All amounts owing to the Noteholders with respect to the Indebtedness shall be secured by the Collateral according to their respective Pro Rata Share without distinction as to whether some Indebtedness is then due and payable and other Indebtedness is not then due and payable. Upon the receipt by any Noteholder or the Collateral Agent of Shared Proceeds at any time or upon the receipt by any Noteholder or the Collateral Agent of any proceeds after the occurrence and during the continuance of a Triggering Event, the Noteholders agree that the proceeds thereof shall be in each such case delivered to the Collateral Agent and after the occurrence of a Triggering Event be applied (a) first, to the amounts owing to the Collateral Agent by the Obligors or the Noteholders solely in its capacity as Collateral Agent hereunder pursuant to this Agreement or the Collateral Documents, including, without limitation, costs and expenses incurred by the Collateral Agent in connection with any action taken or proceeding brought, including reasonable legal expenses, attorneys' fees, taxes and assessments; (b) second, ratably, to the payment of all amounts of interest outstanding which constitute the Indebtedness according to the aggregate amounts of such interest then owing to each Noteholder; (c) third, ratably to all amounts of principal outstanding under the Indebtedness according to the aggregate amounts of such principal then owing to each Noteholder; (d) fourth, ratably to all other amounts then due to the Noteholders under the Note Purchase Agreement and the Guaranty Agreement (including fees, expenses, commitment fees and letter of credit fees owing by Borrower or the Guarantor in respect of the Indebtedness), (e) fifth, to the payment of any costs, agents fees, expenses or other amounts owing with respect to the Indebtedness, and (f) sixth, the balance, if any, shall be returned to the Obligors or such other Persons as are entitled thereto. Upon the request of the Collateral Agent prior to any distribution under this Section 3.3, each Noteholder shall provide to the Collateral Agent certificates, in form and substance reasonably satisfactory to the Collateral Agent, setting forth the respective 8

amounts referred to in clauses (b) through (e) above which each such Noteholder believes it is entitled to receive. (b) The Collateral Agent shall promptly give the Noteholders notice of the receipt of such Proceeds or Shared Proceeds, as applicable. Upon receipt of any such Proceeds or Shared Proceeds, the Collateral Agent shall, until a Triggering Event shall have occurred and be continuing, either: (A) invest and reinvest funds held by the Collateral Agent in accordance with the written direction of the Requisite Holders; (B) If not otherwise specifically directed by the Requisite Holders, the Collateral Agent shall invest and reinvest cash balances held by the Collateral Agent in the U.S. Government Portfolio of the Wilmington family of mutual funds or any other similar mutual fund for which the Collateral Agent or any affiliate of the Collateral Agent may serve as investment advisor or other service provider. The parties acknowledge that shares in such mutual fund are not obligations of Wilmington Trust Company or Wilmington Trust Corporation, are not deposits and are not insured by the FDIC. The Collateral Agent or its affiliates may be compensated by the mutual fund for services rendered in its capacity as investment advisor or other service provider, and such compensation is both described in detail in the prospectus for the fund, and is in addition to compensation paid to Wilmington Trust Company in

amounts referred to in clauses (b) through (e) above which each such Noteholder believes it is entitled to receive. (b) The Collateral Agent shall promptly give the Noteholders notice of the receipt of such Proceeds or Shared Proceeds, as applicable. Upon receipt of any such Proceeds or Shared Proceeds, the Collateral Agent shall, until a Triggering Event shall have occurred and be continuing, either: (A) invest and reinvest funds held by the Collateral Agent in accordance with the written direction of the Requisite Holders; (B) If not otherwise specifically directed by the Requisite Holders, the Collateral Agent shall invest and reinvest cash balances held by the Collateral Agent in the U.S. Government Portfolio of the Wilmington family of mutual funds or any other similar mutual fund for which the Collateral Agent or any affiliate of the Collateral Agent may serve as investment advisor or other service provider. The parties acknowledge that shares in such mutual fund are not obligations of Wilmington Trust Company or Wilmington Trust Corporation, are not deposits and are not insured by the FDIC. The Collateral Agent or its affiliates may be compensated by the mutual fund for services rendered in its capacity as investment advisor or other service provider, and such compensation is both described in detail in the prospectus for the fund, and is in addition to compensation paid to Wilmington Trust Company in its capacity as the Collateral Agent hereunder. The Collateral Agent shall not be accountable or liable for any losses on investments made in accordance with this Agreement; or (C) if requested by the Borrower, apply such Proceeds to the Indebtedness in accordance with Section 3.3(a). After the occurrence and the continuance of a Triggering Event, the Collateral Agent shall promptly give the Noteholders notice of such Triggering Event and request a notice from each regarding the outstanding Indebtedness and the Noteholders shall promptly after receiving such notice, in turn notify the Collateral Agent of the amount of Indebtedness owing to each Noteholder. After the Collateral Agent receives such notices from the Noteholders (and provided such Triggering Event shall still be continuing), all Proceeds and Shared Proceeds deposited with the Collateral Agent shall be promptly disbursed by the Collateral Agent in accordance with Section 3.3(a). (c) (i) All payments (other than Shared Proceeds) made to the Noteholders before the occurrence and continuance of a Triggering Event and (ii) all Proceeds (other than Shared Proceeds) received by the Noteholders from the sale or disposition of Collateral may, in each case, be applied by the recipient thereof as provided in the Note Purchase Agreement and its respective Note. Notwithstanding the preceding sentence, (A) all Proceeds received by any Noteholder after the occurrence and during the continuance of a Triggering Event, and (B) all Shared Proceeds (regardless of whether a Triggering Event shall have occurred and be continuing) shall, in each case, be delivered to the Collateral Agent and held as cash collateral for the Indebtedness (or applied) in accordance with Section 3.3(a). 9

3.4. Payments by Collateral Agent. All payments by the Collateral Agent hereunder shall be delivered to the Noteholders at the locations designated by the Noteholders in the Note Purchase Agreement, or as otherwise designated to the Collateral Agent in writing. 3.5. Notices, Etc. under Related Documents. The Noteholders shall promptly deliver to the Collateral Agent copies of each written notice received by it from the Borrower or the Guarantor which specifically indicates the existence of a Default or Event of Default under its Indebtedness. In addition, each of the Noteholders agree to send to the Collateral Agent copies of any notices sent to the Borrower or the Guarantor notifying it that a Default or Event of Default under its Indebtedness has occurred. The Collateral Agent shall send to the Noteholders promptly upon receipt thereof, duplicates or copies of all material notices, requests and other instruments received by the Collateral Agent in connection with this Agreement or any Collateral Document. 3.6. Pro Rata Treatment. The Agent and the Noteholders hereby agree that (a) prior to the occurrence and continuance of a Triggering Event, each Noteholder shall be entitled to receive and retain for its own account scheduled payments and prepayments (whether voluntary or mandatory) of principal, interest, indemnities, fees and premium, if any, all in compliance with the Note Purchase Agreement (other than any such amounts received

3.4. Payments by Collateral Agent. All payments by the Collateral Agent hereunder shall be delivered to the Noteholders at the locations designated by the Noteholders in the Note Purchase Agreement, or as otherwise designated to the Collateral Agent in writing. 3.5. Notices, Etc. under Related Documents. The Noteholders shall promptly deliver to the Collateral Agent copies of each written notice received by it from the Borrower or the Guarantor which specifically indicates the existence of a Default or Event of Default under its Indebtedness. In addition, each of the Noteholders agree to send to the Collateral Agent copies of any notices sent to the Borrower or the Guarantor notifying it that a Default or Event of Default under its Indebtedness has occurred. The Collateral Agent shall send to the Noteholders promptly upon receipt thereof, duplicates or copies of all material notices, requests and other instruments received by the Collateral Agent in connection with this Agreement or any Collateral Document. 3.6. Pro Rata Treatment. The Agent and the Noteholders hereby agree that (a) prior to the occurrence and continuance of a Triggering Event, each Noteholder shall be entitled to receive and retain for its own account scheduled payments and prepayments (whether voluntary or mandatory) of principal, interest, indemnities, fees and premium, if any, all in compliance with the Note Purchase Agreement (other than any such amounts received from Shared Proceeds), (b) all Shared Proceeds received by any Noteholder whether or not prior to the occurrence and continuance of a Triggering Event shall be turned over to the Collateral Agent and shared by the Noteholders in accordance with the respective Pro Rata Shares held by each of them and in accordance with Section 3.3(a), and (c) after the occurrence and during the continuance of a Triggering Event, each payment, prepayment, distribution of cash or other Property received for the account of any Obligor in respect of such Indebtedness, or for the account of any other Person or guarantor thereof with respect to such Indebtedness (including any Proceeds or Shared Proceeds) shall be turned over to the Collateral Agent and shared by the Noteholders in accordance with the respective Pro Rata Shares held by each of them and in accordance with Section 3.3(a). In the event that any Noteholder shall obtain payment after the occurrence and during the continuance of a Triggering Event, whether in whole or in part, from any source in respect of its Indebtedness, including without limitation payments by reason of the exercise of its right of offset, banker's lien, general lien or counterclaim, or receipt of Proceeds under the Guaranty Agreement, such Noteholder shall promptly pay to the Collateral Agent such amount for application in accordance with Section 3.3(a). 3.7. Bankruptcy Preferences. (a) If any payment actually received by any Noteholder is subsequently invalidated, declared to be fraudulent or preferential or set aside and is required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or Federal law, common law, or equitable cause, then each other Noteholder shall pay to such Noteholder upon demand an amount equal to its Pro Rata Share of the payment set aside or otherwise invalidated to the extent that such payment was derived from Collateral or the proceeds of Collateral and the obligation of the Borrower or other Obligor making such invalidated payment shall be restored as if such payment had never been made. 10

(b) Each of the Noteholders hereby agrees that any Shared Proceeds, Proceeds received after the occurrence and continuance of a Triggering Event, security interest, lien or other benefit received by or granted to such Noteholder or the Collateral Agent under the Collateral Documents shall be treated, as among the Noteholders, as having equal priority and shall at all times be shared by the Noteholders as provided in Section 3.6 of this Agreement regardless of any claim by any Person to the contrary (including, without limitation, any claim under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other state or Federal law, common law or equitable cause). Each of the Noteholders hereby expressly waives any such claim vis-a-vis any other Noteholder. 3.8. Property of Obligors. The Noteholders agree that all the provisions of this Agreement shall apply to any and all Properties, assets and rights of the Borrower or any other Obligor in which the Collateral Agent or any Noteholder at any time acquires a security interest, right of set-off or Lien securing the Indebtedness, whether pursuant to the Collateral Documents, the Note Purchase Agreement, any other document or instrument, or a judgment. 3.9. Marshaling. The Collateral Agent shall not be required to marshal any present or future security for (including

(b) Each of the Noteholders hereby agrees that any Shared Proceeds, Proceeds received after the occurrence and continuance of a Triggering Event, security interest, lien or other benefit received by or granted to such Noteholder or the Collateral Agent under the Collateral Documents shall be treated, as among the Noteholders, as having equal priority and shall at all times be shared by the Noteholders as provided in Section 3.6 of this Agreement regardless of any claim by any Person to the contrary (including, without limitation, any claim under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other state or Federal law, common law or equitable cause). Each of the Noteholders hereby expressly waives any such claim vis-a-vis any other Noteholder. 3.8. Property of Obligors. The Noteholders agree that all the provisions of this Agreement shall apply to any and all Properties, assets and rights of the Borrower or any other Obligor in which the Collateral Agent or any Noteholder at any time acquires a security interest, right of set-off or Lien securing the Indebtedness, whether pursuant to the Collateral Documents, the Note Purchase Agreement, any other document or instrument, or a judgment. 3.9. Marshaling. The Collateral Agent shall not be required to marshal any present or future security for (including without limitation any Collateral described in any of the Collateral Documents), or guaranty of the obligations or any part or portion thereof, or to resort to such security or guaranty in any particular order and all of each of such Persons' rights in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the extent that they lawfully may, each Noteholder agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay or impede the enforcement of the Noteholders' rights under the Collateral Documents or under any other instrument evidencing any of the Indebtedness under which any of the Indebtedness is outstanding or by which any of the Indebtedness is secured or guaranteed. 3.10. Release of Collateral. The Collateral Agent may release its Liens in any portion of the Collateral only with the consent of the Requisite Noteholders; provided that, so long as at the time of such release and after giving effect thereto no Default or Event of Default shall exist under the Note Purchase Agreement, the Collateral Agent may, without the prior written consent of any Noteholder, release its Liens in all or any portion of the Collateral in connection with the sale or transfer of such assets if such sale or transfer is permitted under the terms of, and the proceeds of such sale or transfer are applied in accordance with the Note Purchase Agreement or the Security Agreement. 3.11. Enforcement of Remedies. Subject to the terms of this Article III, the Requisite Noteholders shall determine in what manner and to what extent, any and all rights under the Collateral Documents shall be exercised by the Collateral Agent in respect of a Triggering Event, including, without limitation, whether all or any portion of the Collateral should be acquired or realized upon and, if it is determined that an acquisition should be made, whether such acquisition should be made by the acceptance of a deed in lieu of foreclosure or by purchase at a foreclosure sale or otherwise. The 11

Collateral Agent shall thereupon take such action as is approved or directed by the Requisite Noteholders. 3.12. Voting in Bankruptcy. Each holder of Indebtedness shall be free to act independently on any issue not directly relating to the Collateral, including without limitation, matters relating to appointment of a trustee, conversion of a case, filing of claims, and plans of reorganization. 3.13. Cooperation; Accountings. Each of the Noteholders will, upon the reasonable request of another Noteholder and the Collateral Agent, from time to time execute and deliver or cause to be executed and delivered such further instruments, and do and cause to be done such further acts as may be necessary or proper to carry out more effectively the provisions of this Agreement. The Noteholders agree to provide to each other and the Collateral Agent upon reasonable request a statement of all payments received in respect of Indebtedness. 3.14. Emergency Actions. If the Collateral Agent has asked the Noteholders for instruction and if the Requisite Noteholders have not yet responded to such request, the Collateral Agent shall be authorized to take, but shall

Collateral Agent shall thereupon take such action as is approved or directed by the Requisite Noteholders. 3.12. Voting in Bankruptcy. Each holder of Indebtedness shall be free to act independently on any issue not directly relating to the Collateral, including without limitation, matters relating to appointment of a trustee, conversion of a case, filing of claims, and plans of reorganization. 3.13. Cooperation; Accountings. Each of the Noteholders will, upon the reasonable request of another Noteholder and the Collateral Agent, from time to time execute and deliver or cause to be executed and delivered such further instruments, and do and cause to be done such further acts as may be necessary or proper to carry out more effectively the provisions of this Agreement. The Noteholders agree to provide to each other and the Collateral Agent upon reasonable request a statement of all payments received in respect of Indebtedness. 3.14. Emergency Actions. If the Collateral Agent has asked the Noteholders for instruction and if the Requisite Noteholders have not yet responded to such request, the Collateral Agent shall be authorized to take, but shall not be required to take and shall in no event have any liability for the taking or the failure to take, such actions (other than any action described or permitted under Section 3.10 hereof) with regard to a Triggering Event which the Collateral Agent, in good faith, believes to be reasonably required to promote and protect the interests of the Noteholders and to maximize both the value of the Collateral and the present value of the recovery by the Noteholders on the Indebtedness and shall give the Noteholders appropriate notice of such action; provided that once instructions with respect to such request have been received by the Collateral Agent from the Requisite Noteholders, the actions of the Collateral Agent shall thereafter be governed thereby and the Collateral Agent shall not take any further action which would be contrary thereto. 3.15. Application of Insurance Proceeds. With respect to the proceeds of any casualty required to be paid to the Collateral Agent hereunder, if such proceeds are paid after the occurrence and during the continuance of an Event of Default, the Collateral Agent shall, pursuant to the instructions from the Requisite Noteholders, either disburse the proceeds to the Borrower for the purpose of repairing, replacing, and restoring the damaged collateral or retain the proceeds until a Triggering Event shall have occurred and be continuing and thereafter apply such proceeds as provided for in Sections 3.3 and 3.6 of this Agreement. 3.16. Cooperation. To the extent that the exercise of the rights, powers and remedies of the Collateral Agent in accordance with this Agreement requires that any action be taken by any Noteholder, such Noteholder shall take such action and cooperate with the Collateral Agent to ensure that the rights, powers and remedies of all Noteholders are exercised in full. 12

ARTICLE IV. THE COLLATERAL AGENT 4.1. Appointment and Powers of Collateral Agent. (a) The Noteholders hereby appoint the Collateral Agent as their agent hereunder (including as Collateral Agent, custodian, depositary and Securities Intermediary), and hereby authorizes the Collateral Agent to take such action on their behalf and to exercise such rights, remedies, powers and privileges hereunder as are specifically authorized to be exercised by the Collateral Agent by the terms hereof and as the Requisite Noteholders may from time to time direct in accordance with this Agreement, together with such rights, remedies, powers and privileges as are reasonably incidental thereto, and the Collateral Agent hereby accepts such appointment and authorization. The Collateral Agent may execute any of its powers and duties hereunder by or through its agents or third-party contractors appointed by it, the cost of any such persons to be at the expense of the Obligors. The Collateral Agent shall be entitled to retain outside counsel at the expense of the Obligors concerning all matters pertaining to the agencies hereby created or its duties hereunder, and shall not be liable for any action taken or omitted to be taken by it or its directors, officers, employees, agents or "control persons" within the meaning of the Securities Act of 1933, except in the case of proven gross negligence, fraud or willful misconduct of any of the foregoing Persons. (b) The Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement

ARTICLE IV. THE COLLATERAL AGENT 4.1. Appointment and Powers of Collateral Agent. (a) The Noteholders hereby appoint the Collateral Agent as their agent hereunder (including as Collateral Agent, custodian, depositary and Securities Intermediary), and hereby authorizes the Collateral Agent to take such action on their behalf and to exercise such rights, remedies, powers and privileges hereunder as are specifically authorized to be exercised by the Collateral Agent by the terms hereof and as the Requisite Noteholders may from time to time direct in accordance with this Agreement, together with such rights, remedies, powers and privileges as are reasonably incidental thereto, and the Collateral Agent hereby accepts such appointment and authorization. The Collateral Agent may execute any of its powers and duties hereunder by or through its agents or third-party contractors appointed by it, the cost of any such persons to be at the expense of the Obligors. The Collateral Agent shall be entitled to retain outside counsel at the expense of the Obligors concerning all matters pertaining to the agencies hereby created or its duties hereunder, and shall not be liable for any action taken or omitted to be taken by it or its directors, officers, employees, agents or "control persons" within the meaning of the Securities Act of 1933, except in the case of proven gross negligence, fraud or willful misconduct of any of the foregoing Persons. (b) The Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement as reasonably directed by the Requisite Noteholders in accordance with this Agreement. Subject to the duties of the Collateral Agent set forth herein, the Collateral Agent shall not be required or permitted to take any discretionary actions hereunder and may only act at the direction of the Requisite Noteholders, it being understood that the Collateral Agent's duties hereunder shall be wholly ministerial in nature. Nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to impose upon the Collateral Agent any obligations in respect of this Agreement except as expressly set forth herein. (c) Neither the Collateral Agent nor any of its directors, officers, employees, agents or "control persons" within the meaning of the Securities Act of 1933 shall be liable for any action taken or omitted to be taken by it or them hereunder, or in connection herewith, except the Collateral Agent shall be liable for its or their own proven gross negligence, fraud or willful misconduct. The Collateral Agent shall not be responsible for the validity, effectiveness, value, sufficiency, perfection, priority or enforceability against the Obligors of this Agreement or any other Financing Document or any of the Collateral (or any part thereof); provided, however, that nothing contained in this sentence shall relieve the Collateral Agent of its responsibility to execute all reasonable directions given to it by the Requisite Noteholders in accordance with the terms and conditions hereof. The Collateral Agent shall be entitled to rely on any communication, instrument, paper or other document reasonably believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons. 13

(d) The Obligors shall pay to the Collateral Agent from time to time such reasonable compensation as may be agreed upon by the Obligors and the Collateral Agent for all services rendered by the Collateral Agent. The Obligors hereby indemnify the Collateral Agent for any costs, expenses, liability, damage, claim or losses (including reasonable fees of counsel) suffered by the Collateral Agent in connection with the performance of its duties hereunder, unless such cost, expense, liability , damage, claim or loss arises form the Collateral Agent's proven gross negligence, fraud or willful misconduct. (e) The Collateral Agent shall have no duty to see to any recording, filing or depositing of any document or any financing statement or continuation statement evidencing a security interest in the Collateral or to see to the maintenance of any such recording, filing, or depositing or to any re-recording, refiling, or redepositing of any thereof. (f) No provision of this Agreement or any other Financing Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (g) The Collateral Agent shall not be deemed to have notice of any event of default unless an Officer of the

(d) The Obligors shall pay to the Collateral Agent from time to time such reasonable compensation as may be agreed upon by the Obligors and the Collateral Agent for all services rendered by the Collateral Agent. The Obligors hereby indemnify the Collateral Agent for any costs, expenses, liability, damage, claim or losses (including reasonable fees of counsel) suffered by the Collateral Agent in connection with the performance of its duties hereunder, unless such cost, expense, liability , damage, claim or loss arises form the Collateral Agent's proven gross negligence, fraud or willful misconduct. (e) The Collateral Agent shall have no duty to see to any recording, filing or depositing of any document or any financing statement or continuation statement evidencing a security interest in the Collateral or to see to the maintenance of any such recording, filing, or depositing or to any re-recording, refiling, or redepositing of any thereof. (f) No provision of this Agreement or any other Financing Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (g) The Collateral Agent shall not be deemed to have notice of any event of default unless an Officer of the Collateral Agent has actual knowledge thereof or unless written notice of any such event of default is received by the Collateral Agent at the mailing address of the Collateral Agent, and such notice references this Agreement or the other applicable Financing Documents. 4.2. Custody of Collateral Documents. The Collateral Agent, including in its capacity as Securities Intermediary, as agent and custodian for the Noteholders shall maintain the Collateral Documents and Collateral delivered to it in its physical possession at all times during the term of this Agreement, subject to the instructions of the Requisite Noteholders. Except as set forth below, the Collateral Agent, including in its capacity as Securities Intermediary, shall have no responsibility for determining whether the documents and files delivered to it represent all of the Collateral Documents. 4.3. Limitations on Responsibility of Collateral Agent. (a) The Collateral Agent shall not be responsible in any manner whatsoever for the correctness of any other party's recitals, statements, representations or warranties contained herein or in any other Financing Document. The Collateral Agent makes no representation as to the value or condition of the Collateral or any part thereof, or to the security afforded by this Agreement or any other Collateral Document, as to the validity, execution, enforceability, legality or sufficiency of this Agreement or any other Collateral Document, and the Collateral Agent shall incur no liability or responsibility in respect of any such matters. The Collateral Agent shall not be responsible for insuring or managing the Collateral, for the payment of taxes, charges, assessments or liens upon the Collateral or otherwise as to the maintenance of the Collateral, subject to the immediately following sentence when 14

the Collateral Agent or its agent or nominee has possession of the Collateral. The Collateral Agent shall have no duty to the Obligors or to the Noteholders as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Collateral Agent or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to comply with the provisions hereof and to accord such of the Collateral as may be in the possession or control of the Collateral Agent or any of its agents or nominees substantially the same care as it accords its own assets and the duty to account for monies received and released by it or its agent or nominee. (b) The Collateral Agent shall not be required to ascertain or inquire as to the performance by the Obligors of any of the covenants or agreements contained herein or in the other Financing Documents to which it is a party. Neither the Collateral Agent nor any officer, director, employee, agent, "control person" within the meaning of the Securities Act of 1933 or representative thereof shall be personally liable for any action taken or omitted to be taken by any such Person in connection with this Agreement, except for its or such Person's own proven gross negligence, fraud or willful misconduct. Neither the Collateral Agent nor any officer, director, employee, agent, "control person" or representative thereof shall be personally liable for any action taken by it or any such Person with respect to the Collateral in accordance with any notice given by the Requisite Noteholders.

the Collateral Agent or its agent or nominee has possession of the Collateral. The Collateral Agent shall have no duty to the Obligors or to the Noteholders as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Collateral Agent or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to comply with the provisions hereof and to accord such of the Collateral as may be in the possession or control of the Collateral Agent or any of its agents or nominees substantially the same care as it accords its own assets and the duty to account for monies received and released by it or its agent or nominee. (b) The Collateral Agent shall not be required to ascertain or inquire as to the performance by the Obligors of any of the covenants or agreements contained herein or in the other Financing Documents to which it is a party. Neither the Collateral Agent nor any officer, director, employee, agent, "control person" within the meaning of the Securities Act of 1933 or representative thereof shall be personally liable for any action taken or omitted to be taken by any such Person in connection with this Agreement, except for its or such Person's own proven gross negligence, fraud or willful misconduct. Neither the Collateral Agent nor any officer, director, employee, agent, "control person" or representative thereof shall be personally liable for any action taken by it or any such Person with respect to the Collateral in accordance with any notice given by the Requisite Noteholders. 4.4. Co-Collateral Agent or Separate Collateral Agent. At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any Collateral may at the time be located, the Requisite Noteholders and the Collateral Agent shall have power to appoint, and, upon the written request of the Collateral Agent, the Requisite Noteholders shall for such purpose join with the Collateral Agent in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Collateral Agent either to act as co-collateral agent, jointly with the Collateral Agent, of all or any part of the Collateral, or to act as separate collateral agent of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject o the other provisions of this Section. Should any written instrument from the Requisite Noteholders be required by any co-collateral agent or separate collateral agent so appointed for more fully confirming to such co-collateral agent or separate collateral agent such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Requisite Noteholders. Every co-collateral agent or separate collateral agent shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms, namely: A. The rights, powers, duties and obligations hereby conferred or imposed upon the Collateral Agent in respect of any property covered by such appointment shall be 15

conferred or imposed upon and exercised or performed by the Collateral Agent or by the Collateral Agent and such co-collateral agent or separate collateral agent jointly, as shall be provided in the instrument appointing such co-collateral agent or separate collateral agent, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Collateral Agent shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such cocollateral agent or separate collateral agent. B. The Collateral Agent at any time, by an instrument in writing executed by it, may accept the resignation of or remove any co-collateral agent or separate collateral agent appointed under this Section. Upon the written request of the Collateral Agent, the Requisite Noteholders shall join with the Collateral Agent in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-collateral agent or separate collateral agent so resigned or removed may be appointed in the manner provided in this Section. C. No co-collateral agent or separate collateral agent hereunder shall be personally liable by reasons of any act

conferred or imposed upon and exercised or performed by the Collateral Agent or by the Collateral Agent and such co-collateral agent or separate collateral agent jointly, as shall be provided in the instrument appointing such co-collateral agent or separate collateral agent, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Collateral Agent shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such cocollateral agent or separate collateral agent. B. The Collateral Agent at any time, by an instrument in writing executed by it, may accept the resignation of or remove any co-collateral agent or separate collateral agent appointed under this Section. Upon the written request of the Collateral Agent, the Requisite Noteholders shall join with the Collateral Agent in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-collateral agent or separate collateral agent so resigned or removed may be appointed in the manner provided in this Section. C. No co-collateral agent or separate collateral agent hereunder shall be personally liable by reasons of any act or omission of the Collateral Agent, or any other such Collateral Agent hereunder. 4.5. Certain Rights of the Collateral Agent. If the Collateral Agent shall request instructions from the Noteholders with respect to any act or action (including the failure to act) in connection with this Agreement, the Indebtedness, the Collateral or the Collateral Documents, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until the Collateral Agent shall have received, subject to Section 3.2 of this Agreement, instructions from the Requisite Noteholders pursuant to the terms hereof; and the Collateral Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Noteholder shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting under this Agreement or the Collateral Documents in accordance with the written instructions given in accordance with this Agreement, and such instructions and any action taken or failure to act pursuant thereto shall be binding on all the Noteholders. Except for action expressly required of the Collateral Agent pursuant to the terms hereof, the Collateral Agent shall be fully justified in failing or refusing to take any action hereunder or under the Collateral Documents unless it shall first be indemnified to its satisfaction by the Obligors or the Noteholders against any and all liability and expense which may be incurred by the Collateral Agent by reason of taking or continuing to take any such action. 4.6. COLLATERAL AGENT'S REIMBURSEMENTS AND INDEMNIFICATION. TO THE EXTENT THE COLLATERAL AGENT IS NOT REIMBURSED BY THE OBLIGORS, THE NOTEHOLDERS HEREBY AGREE THAT EACH SUCH PERSON WILL REIMBURSE AND INDEMNIFY THE COLLATERAL AGENT, IN PROPORTION TO ITS RESPECTIVE PRO RATA SHARE, FOR AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES (INCLUDING REASONABLE COUNSEL FEES AND 16

DISBURSEMENTS) OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE COLLATERAL AGENT IN PERFORMING ITS DUTIES HEREUNDER OR OTHERWISE IN CONNECTION HEREWITH INCLUDING LOSSES OCCURRING FROM THE ORDINARY OR COMPARATIVE NEGLIGENCE OF THE COLLATERAL AGENT, IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT; PROVIDED THAT NO NOTEHOLDER SHALL BE LIABLE FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING SOLELY FROM THE COLLATERAL AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT OR ANY FINANCING DOCUMENT TO THE CONTRARY, THE TERMS OF THIS SECTION 4.6 AND SECTION 5.4 SHALL SURVIVE THE RESIGNATION OR REMOVAL OF THE COLLATERAL AGENT AND SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND EACH FINANCING DOCUMENT.

DISBURSEMENTS) OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE COLLATERAL AGENT IN PERFORMING ITS DUTIES HEREUNDER OR OTHERWISE IN CONNECTION HEREWITH INCLUDING LOSSES OCCURRING FROM THE ORDINARY OR COMPARATIVE NEGLIGENCE OF THE COLLATERAL AGENT, IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT; PROVIDED THAT NO NOTEHOLDER SHALL BE LIABLE FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING SOLELY FROM THE COLLATERAL AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT OR ANY FINANCING DOCUMENT TO THE CONTRARY, THE TERMS OF THIS SECTION 4.6 AND SECTION 5.4 SHALL SURVIVE THE RESIGNATION OR REMOVAL OF THE COLLATERAL AGENT AND SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND EACH FINANCING DOCUMENT. 4.7. The Collateral Agent in its Individual Capacity. With respect to any rights and obligations under the Note Purchase Agreement and Indebtedness that may be owned by it, the Collateral Agent shall have the same rights and powers hereunder as any other Noteholder and may exercise the same as though it were not performing the duties specified herein and the terms "Noteholders" or "Requisite Noteholders" or any similar terms shall, unless the context clearly otherwise indicates, include Wilmington Trust Company (or any successor Collateral Agent), in its individual capacity as and to the extent it is a holder of any Note, and not in its capacity as the Collateral Agent. The Collateral Agent may lend money to, and generally engage in any kind of lending, investing, financial advisory or other business with the Obligors or any affiliate of the Obligors as if it were not performing the duties specified herein, and may accept fees and other consideration from the Obligors for services in connection with this Agreement and otherwise without having to account for the same to the Noteholders. 4.8. Successor Collateral Agent. (a) The Collateral Agent may resign at any time by giving 60 days' prior written notice thereof to the Noteholders and the Obligors and may be removed at any time with or without cause by the Requisite Noteholders, which resignation or removal shall be effective upon the appointment of a successor to the Collateral Agent. Upon any such resignation or removal, the Requisite Noteholders shall have the right to appoint a successor Collateral Agent, which successor Collateral Agent must be an Eligible Agent. If within sixty (60) days after such resignation or removal no successor Collateral Agent shall have been so appointed, then the retiring Collateral Agent may, on behalf of the Noteholders, appoint a successor Collateral Agent, which successor Collateral Agent must be an Eligible Agent. Each of the Obligors agrees to, at its expense, promptly execute and deliver all further documents and instruments as are necessary to amend the Collateral Documents or otherwise perfect the security interest of the Collateral Agent in connection with the change in Collateral Agent. 17

(b) Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. 4.9. Independent Action. Each of the Noteholders hereby agrees that no Noteholder shall have any right individually to realize upon the Liens and security interests granted by the Collateral Documents or to otherwise enforce or exercise any remedy in respect of the Collateral Documents, it being understood and agreed that such remedies may be exercised only by the Collateral Agent for the ratable benefit of the Noteholders, and each of the Noteholders further agree that (a) no Noteholder shall individually institute any judicial action pertaining to the Collateral Documents or exercise any other remedy pertaining to the Collateral Documents, except with the consent of the Requisite Noteholders and (b) no Noteholder shall accept any guaranty of, or any other security for, the Indebtedness from any Obligor or any Affiliate thereof, except for the Guaranty Agreement contemplated by the Financing Documents, and except for any guaranty or security granted to the Collateral Agent for the

(b) Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. 4.9. Independent Action. Each of the Noteholders hereby agrees that no Noteholder shall have any right individually to realize upon the Liens and security interests granted by the Collateral Documents or to otherwise enforce or exercise any remedy in respect of the Collateral Documents, it being understood and agreed that such remedies may be exercised only by the Collateral Agent for the ratable benefit of the Noteholders, and each of the Noteholders further agree that (a) no Noteholder shall individually institute any judicial action pertaining to the Collateral Documents or exercise any other remedy pertaining to the Collateral Documents, except with the consent of the Requisite Noteholders and (b) no Noteholder shall accept any guaranty of, or any other security for, the Indebtedness from any Obligor or any Affiliate thereof, except for the Guaranty Agreement contemplated by the Financing Documents, and except for any guaranty or security granted to the Collateral Agent for the benefit of all Noteholders. Notwithstanding the foregoing, nothing in this Section 4.7 shall prohibit the Noteholders from taking actions permitted under their respective loan documents which are also permitted by, or not inconsistent with the purposes and provisions of, this Agreement, including, without limitation, the imposition of a default rate, the acceleration of the obligations of the Borrower or the Guarantor owing to such Noteholder, enforcing their rights under the guaranty, and the filing of a proceeding with respect to any Noteholder's Note. 4.10. Fees. The Obligors shall pay the fees of the Collateral Agent agreed to and accepted by the Company, which are set forth on Exhibit A. ARTICLE V. MISCELLANEOUS 5.1. Notice of Actions. Each of the Noteholders agree to deliver to the Collateral Agent upon delivery to any Obligor, (a) a copy of any notice of default, notice of intent to accelerate or notice of acceleration with respect to the Indebtedness subject to this Agreement, (b) a copy of any notice of the commencement of any judicial proceeding and a copy of any other notice with respect to the exercise of remedies with respect to the Indebtedness subject to this Agreement and (c) a copy of any notice of transfer of the Notes. The Obligors shall send to the Collateral Agent promptly upon request and quarterly a copy of the Note register indicating any Note transfers, the current Noteholders and the principal amount of the Notes held by each Noteholder. The Collateral Agent agrees to send to the Noteholders a copy of any notice or other 18

communication received by it from the other Person pursuant to clause (a) or (b) of this Section 5.1. 5.2. Termination. The Agreement shall terminate upon written receipt by the Collateral Agent of evidence satisfactory to it of (a) the payment in full of the principal of and the premium, if any, and interest on all Indebtedness, and all fees and other amounts constituting Indebtedness, (b) the termination of the Collateral Documents pursuant to the terms of the Note Purchase Agreement, (c) the termination of the Financing Documents and (d) the termination of this Agreement. 5.3. Notices, Etc. All notices and other communications hereunder shall be given in writing and shall be given to such Person at its address or telecopy number as set forth on the signature pages hereof or such other address or telecopy number such Person may hereafter specify by notice to the Collateral Agent. Each notice or other communication shall be effective (a) if given by mail, upon receipt, (b) if given by telecopier during regular business hours, once such telecopy is transmitted to the telecopy number provided in writing to the Collateral Agent by the Noteholders and each Obligor, respectively, and so long as the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service or (c) if given by any other means, upon receipt; provided that notices to the Collateral Agent are not effective until received.

communication received by it from the other Person pursuant to clause (a) or (b) of this Section 5.1. 5.2. Termination. The Agreement shall terminate upon written receipt by the Collateral Agent of evidence satisfactory to it of (a) the payment in full of the principal of and the premium, if any, and interest on all Indebtedness, and all fees and other amounts constituting Indebtedness, (b) the termination of the Collateral Documents pursuant to the terms of the Note Purchase Agreement, (c) the termination of the Financing Documents and (d) the termination of this Agreement. 5.3. Notices, Etc. All notices and other communications hereunder shall be given in writing and shall be given to such Person at its address or telecopy number as set forth on the signature pages hereof or such other address or telecopy number such Person may hereafter specify by notice to the Collateral Agent. Each notice or other communication shall be effective (a) if given by mail, upon receipt, (b) if given by telecopier during regular business hours, once such telecopy is transmitted to the telecopy number provided in writing to the Collateral Agent by the Noteholders and each Obligor, respectively, and so long as the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service or (c) if given by any other means, upon receipt; provided that notices to the Collateral Agent are not effective until received. 5.4. PAYMENT OF EXPENSES, INDEMNITIES, ETC. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE OBLIGORS SHALL INDEMNIFY THE COLLATERAL AGENT AND THE NOTEHOLDERS IN ACCORDANCE WITH THE TERMS OF THE NOTE PURCHASE AGREEMENT AND COLLATERAL DOCUMENTS AND THE OBLIGORS HEREBY AGREE THAT ALL INDEMNITIES SET FORTH IN THE COLLATERAL DOCUMENTS SHALL ALSO RUN IN FAVOR OF THE COLLATERAL AGENT. IF AND TO THE EXTENT THAT THE OBLIGATIONS OF THE OBLIGORS UNDER THIS SECTION OR UNDER THE RESPECTIVE INDEMNITY PROVISIONS OF THE NOTE PURCHASE AGREEMENT OR THE COLLATERAL DOCUMENTS ARE UNENFORCEABLE FOR ANY REASON, THE OBLIGORS HEREBY AGREE TO MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF SUCH OBLIGATIONS WHICH IS PERMISSIBLE UNDER APPLICABLE LAW. THE OBLIGORS' OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT AND THE PAYMENT OF THE INDEBTEDNESS OR THE RESIGNATION OR REMOVAL OF THE COLLATERAL AGENT. 5.5. Applicable Law. THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF AND THEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS AND TO THE EXTENT THAT THE FEDERAL LAWS OF THE UNITED STATES MAY OTHERWISE APPLY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, THE RIGHTS, DUTIES, IMMUNITIES, INDEMNITIES AND STANDARD OF CARE OF WILMINGTON TRUST COMPANY, INDIVIDUALLY, AND IN ITS CAPACITIES 19

AS COLLATERAL AGENT, CUSTODIAN, DEPOSITORY AND SECURITIES INTERMEDIARY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. 5.6. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 5.7. Severability. If any term or provision of this Agreement shall be determined to be illegal or unenforceable all other terms and provisions of this Agreement shall nevertheless remain effective and shall be enforced to the fullest extent permitted by applicable law. 5.8. Authority. The parties hereto represent and warrant that they have all requisite power to, and have been duly authorized to, enter into this Agreement.

AS COLLATERAL AGENT, CUSTODIAN, DEPOSITORY AND SECURITIES INTERMEDIARY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. 5.6. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 5.7. Severability. If any term or provision of this Agreement shall be determined to be illegal or unenforceable all other terms and provisions of this Agreement shall nevertheless remain effective and shall be enforced to the fullest extent permitted by applicable law. 5.8. Authority. The parties hereto represent and warrant that they have all requisite power to, and have been duly authorized to, enter into this Agreement. 5.9. Conflict With Loan Documents. If there is a conflict between the terms and provisions relating to the Collateral contained in the Note Purchase Agreement, the Notes, any instrument evidencing the Indebtedness, or any Collateral Document and the terms and provisions contained herein, the terms and provisions contained in this Agreement shall control. 5.10. Benefit of Agreement; Limitation on Assignment. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Collateral Agent and each Noteholder and their respective successors and assigns (including any note purchaser under any replacement facilities entered into in connection with a restructuring of the Indebtedness) and each such successor and assign (and note purchaser) shall have the benefit of their respective Pro Rata Shares of any Proceeds or Shared Proceeds held as cash collateral in accordance with Section 3.3(a). Any Noteholder may sell or assign any Note held by it which is outstanding on the date of this Agreement if such sale or assignment is permitted by, and completed in accordance with, the terms of the Note Purchase Agreement, provided that, no Noteholder shall assign, transfer or sell any portion of the Indebtedness, unless in connection with such assignment, transfer or sale, such assignee, transferee or purchaser shall first agree to be bound by the terms of this Agreement. Additionally, no Noteholder shall assign, transfer or sell any portion of the Indebtedness to the Borrower, any other Obligor, or any of their Affiliates unless the assignee or purchaser or such Indebtedness has also offered to assume or purchase (and is able to assume or purchase), as the case may be, the Indebtedness of each of the other Noteholders. 5.11. Amendments, etc. (a) No amendment or waiver of any provision of this Agreement nor consent to any departure by any Person party hereto shall be effective unless the same shall be in writing and signed by the Collateral Agent, the Requisite Noteholders and the Borrower and (b) no amendment or waiver of any provision of any other Collateral Document nor consent to any departure by any Person party thereto shall be effective unless the same shall be in writing and signed by the Requisite Noteholders; provided that no amendment to the Collateral Documents which directly or indirectly 20

narrows the description of the Collateral or the obligations being secured thereby, changes the priority of payments to the Noteholders or the Collateral Agent under the Collateral Documents or this Agreement or amends the definition of "Requisite Noteholders" may be made without the consent of all of the Noteholders, and in all such cases, each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 5.12. No Further Agreements. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 21

narrows the description of the Collateral or the obligations being secured thereby, changes the priority of payments to the Noteholders or the Collateral Agent under the Collateral Documents or this Agreement or amends the definition of "Requisite Noteholders" may be made without the consent of all of the Noteholders, and in all such cases, each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 5.12. No Further Agreements. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 21

EXECUTED as of the date first above written. BORROWER AND GUARANTOR: Probex Fluids Recovery, Inc., a Delaware corporation
By: /s/ BRUCE A. HALL --------------------------------------------------Name: Bruce A. Hall Title: Vice President

Address: 13355 Noel Road, Suite 1200 Dallas, Texas 75240 Attention: Bruce Hall Telecopy No. 972/9808545 Probex Corp., a Delaware corporation
By: /s/ BRUCE A. HALL --------------------------------------------------Name: Bruce A. Hall Title: Senior Vice President & Chief Financial Officer

Address: 13355 Noel Road, Suite 1200 Dallas, Texas 75240 Attention: Bruce Hall Telecopy No. 972/9808545

THE NOTEHOLDERS: [Signatures of Noteholders Intentionally Omitted]

COLLATERAL AGENT: WILMINGTON TRUST COMPANY
By: /s/ JOSEPH B. FEIL ------------------------------------------------Name: Joseph B. Feil Title: Senior Financial Services Officer

Address:

Wilmington Trust Company 1100 North Market Street

EXECUTED as of the date first above written. BORROWER AND GUARANTOR: Probex Fluids Recovery, Inc., a Delaware corporation
By: /s/ BRUCE A. HALL --------------------------------------------------Name: Bruce A. Hall Title: Vice President

Address: 13355 Noel Road, Suite 1200 Dallas, Texas 75240 Attention: Bruce Hall Telecopy No. 972/9808545 Probex Corp., a Delaware corporation
By: /s/ BRUCE A. HALL --------------------------------------------------Name: Bruce A. Hall Title: Senior Vice President & Chief Financial Officer

Address: 13355 Noel Road, Suite 1200 Dallas, Texas 75240 Attention: Bruce Hall Telecopy No. 972/9808545

THE NOTEHOLDERS: [Signatures of Noteholders Intentionally Omitted]

COLLATERAL AGENT: WILMINGTON TRUST COMPANY
By: /s/ JOSEPH B. FEIL ------------------------------------------------Name: Joseph B. Feil Title: Senior Financial Services Officer

Address:

Wilmington Trust Company 1100 North Market Street Rodney Square North Wilmington, DE 19890-0001 Attention: Corporate Trust Administration - Probex

[EXHIBITS AND SCHEDULES INTENTIONALLY OMITTED]

EXHIBIT 10.22.7 ESCROW AGREEMENT This Escrow Agreement (the "Escrow Agreement") dated as of November 29, 2000 (the "Effective Date") by

THE NOTEHOLDERS: [Signatures of Noteholders Intentionally Omitted]

COLLATERAL AGENT: WILMINGTON TRUST COMPANY
By: /s/ JOSEPH B. FEIL ------------------------------------------------Name: Joseph B. Feil Title: Senior Financial Services Officer

Address:

Wilmington Trust Company 1100 North Market Street Rodney Square North Wilmington, DE 19890-0001 Attention: Corporate Trust Administration - Probex

[EXHIBITS AND SCHEDULES INTENTIONALLY OMITTED]

EXHIBIT 10.22.7 ESCROW AGREEMENT This Escrow Agreement (the "Escrow Agreement") dated as of November 29, 2000 (the "Effective Date") by and between Probex Fluids Recovery, Inc. (the "Company") and Wilmington Trust Company, as escrow agent hereunder (the "Escrow Agent"), and for the benefit of the investors set forth in Schedule 1 hereto (together with their successors and assigns and including any holders of the Notes (as defined below), collectively, referred to herein as the "Noteholders"). WHEREAS, the Company and the Noteholders have entered into that certain Note Purchase Agreement (the "Purchase Agreement") for the purchase by the Noteholders of certain 7% Senior Secured Convertible Notes Due November 28, 2004 (the "Notes") from the Company; and WHEREAS, pursuant to the Purchase Agreement there is required to be deposited in escrow by the Company certain funds as set forth on Schedule 2, and such funds are to be held by the Escrow Agent subject to the terms and conditions set forth herein. NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows: 1. APPOINTMENT. The Company and the Noteholders hereby appoint the Escrow Agent as their escrow agent for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment under the terms and conditions set forth herein. 2. ESCROW FUND. Simultaneous with the execution and delivery of this Escrow Agreement, the Company is depositing with the Escrow Agent the sum indicated as the escrow deposit on Schedule 2 (the "Escrow Deposit"). The Escrow Agent shall hold the Escrow Deposit and, subject to the terms and conditions hereof, shall invest and reinvest the Escrow Deposit and the proceeds thereof (the "Escrow Fund") as directed in Section 3. 3. INVESTMENT OF ESCROW FUND. During the term of this Escrow Agreement, the Escrow Fund shall be invested and reinvested by the Escrow Agent upon the terms and conditions set forth in this Escrow Agreement or in such other investments as shall be directed in writing by the Company and the Noteholders holding at least

COLLATERAL AGENT: WILMINGTON TRUST COMPANY
By: /s/ JOSEPH B. FEIL ------------------------------------------------Name: Joseph B. Feil Title: Senior Financial Services Officer

Wilmington Trust Company 1100 North Market Street Rodney Square North Wilmington, DE 19890-0001 Attention: Corporate Trust Administration - Probex

Address:

[EXHIBITS AND SCHEDULES INTENTIONALLY OMITTED]

EXHIBIT 10.22.7 ESCROW AGREEMENT This Escrow Agreement (the "Escrow Agreement") dated as of November 29, 2000 (the "Effective Date") by and between Probex Fluids Recovery, Inc. (the "Company") and Wilmington Trust Company, as escrow agent hereunder (the "Escrow Agent"), and for the benefit of the investors set forth in Schedule 1 hereto (together with their successors and assigns and including any holders of the Notes (as defined below), collectively, referred to herein as the "Noteholders"). WHEREAS, the Company and the Noteholders have entered into that certain Note Purchase Agreement (the "Purchase Agreement") for the purchase by the Noteholders of certain 7% Senior Secured Convertible Notes Due November 28, 2004 (the "Notes") from the Company; and WHEREAS, pursuant to the Purchase Agreement there is required to be deposited in escrow by the Company certain funds as set forth on Schedule 2, and such funds are to be held by the Escrow Agent subject to the terms and conditions set forth herein. NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows: 1. APPOINTMENT. The Company and the Noteholders hereby appoint the Escrow Agent as their escrow agent for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment under the terms and conditions set forth herein. 2. ESCROW FUND. Simultaneous with the execution and delivery of this Escrow Agreement, the Company is depositing with the Escrow Agent the sum indicated as the escrow deposit on Schedule 2 (the "Escrow Deposit"). The Escrow Agent shall hold the Escrow Deposit and, subject to the terms and conditions hereof, shall invest and reinvest the Escrow Deposit and the proceeds thereof (the "Escrow Fund") as directed in Section 3. 3. INVESTMENT OF ESCROW FUND. During the term of this Escrow Agreement, the Escrow Fund shall be invested and reinvested by the Escrow Agent upon the terms and conditions set forth in this Escrow Agreement or in such other investments as shall be directed in writing by the Company and the Noteholders holding at least 66 2/3% of the principal amount of the Notes at the time outstanding (exclusive of the Notes then owned by the Company or any of its affiliates including officers and directors of the Company) (the "Requisite Noteholders") and as shall be acceptable to the Escrow Agent. In the absence of investment instructions from the Company and the Requisite Noteholders, the Escrow Agent shall invest the Escrow Fund in the U.S. Government Portfolio of the Wilmington Funds (the "Fund"), a mutual fund managed by Rodney Square Management Corporation, a subsidiary of the Escrow Agent. The parties acknowledge that shares in this Fund are not obligations of the

EXHIBIT 10.22.7 ESCROW AGREEMENT This Escrow Agreement (the "Escrow Agreement") dated as of November 29, 2000 (the "Effective Date") by and between Probex Fluids Recovery, Inc. (the "Company") and Wilmington Trust Company, as escrow agent hereunder (the "Escrow Agent"), and for the benefit of the investors set forth in Schedule 1 hereto (together with their successors and assigns and including any holders of the Notes (as defined below), collectively, referred to herein as the "Noteholders"). WHEREAS, the Company and the Noteholders have entered into that certain Note Purchase Agreement (the "Purchase Agreement") for the purchase by the Noteholders of certain 7% Senior Secured Convertible Notes Due November 28, 2004 (the "Notes") from the Company; and WHEREAS, pursuant to the Purchase Agreement there is required to be deposited in escrow by the Company certain funds as set forth on Schedule 2, and such funds are to be held by the Escrow Agent subject to the terms and conditions set forth herein. NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows: 1. APPOINTMENT. The Company and the Noteholders hereby appoint the Escrow Agent as their escrow agent for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment under the terms and conditions set forth herein. 2. ESCROW FUND. Simultaneous with the execution and delivery of this Escrow Agreement, the Company is depositing with the Escrow Agent the sum indicated as the escrow deposit on Schedule 2 (the "Escrow Deposit"). The Escrow Agent shall hold the Escrow Deposit and, subject to the terms and conditions hereof, shall invest and reinvest the Escrow Deposit and the proceeds thereof (the "Escrow Fund") as directed in Section 3. 3. INVESTMENT OF ESCROW FUND. During the term of this Escrow Agreement, the Escrow Fund shall be invested and reinvested by the Escrow Agent upon the terms and conditions set forth in this Escrow Agreement or in such other investments as shall be directed in writing by the Company and the Noteholders holding at least 66 2/3% of the principal amount of the Notes at the time outstanding (exclusive of the Notes then owned by the Company or any of its affiliates including officers and directors of the Company) (the "Requisite Noteholders") and as shall be acceptable to the Escrow Agent. In the absence of investment instructions from the Company and the Requisite Noteholders, the Escrow Agent shall invest the Escrow Fund in the U.S. Government Portfolio of the Wilmington Funds (the "Fund"), a mutual fund managed by Rodney Square Management Corporation, a subsidiary of the Escrow Agent. The parties acknowledge that shares in this Fund are not obligations of the Escrow Agent, are not deposits and are not insured by the FDIC. The Escrow Agent or its affiliate is compensated by the Fund for services rendered in its capacity as investment advisor, custodian and/or transfer agent, and such compensation is both described in detail in the prospectus for the Fund, and is in addition to the compensation, if any, paid to the Escrow Agent in its capacity as escrow agent hereunder. All investment orders involving U.S. Treasury obligations, commercial paper and other direct investments may be executed through broker-dealers selected by the Escrow Agent (which shall include affiliates of the Escrow Agent). Periodic statements will be provided to the Company and the Noteholders reflecting transactions executed on behalf of the Escrow Fund. The Company and any Noteholder, upon written request, will receive a statement of transaction details upon completion of any securities transaction in the Escrow Fund without any additional cost. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Escrow Agreement. The Escrow Agent shall have no liability for any loss sustained as a result of any investment in the Fund or any investment made pursuant to the instructions of the parties hereto or as a result of any liquidation of any investment prior to its maturity or for the failure of the parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund. 4. DISPOSITION AND TERMINATION. The Escrow Agent shall deliver the Escrow Fund as follows:

(i) Before July 1, 2001, the Escrow Agent shall not release any funds from the Escrow Fund, except pursuant to written instructions executed by both the Company and the Requisite Noteholders; (ii) On or after July 1, 2001, until December 31, 2001, the Escrow Agent shall release funds from the Escrow Fund upon written notification from the Company from time to time, provided, however, the Company may withdraw no more than $250,000 from the Escrow Fund during each of the third and fourth calendar quarters of 2001, as needed, and all such withdrawals shall be for budgeted capital expenditures made in the ordinary course of business. The Escrow Agent will notify the Noteholders in writing of each such withdrawal, and if no written objection from the Requisite Noteholders is received by the Escrow Agent within ten days of the delivery of such notice to the Noteholders, the Escrow Agent shall deliver the requested funds to the Company; and (ii) After December 31, 2001, the Escrow Agent shall release all or a portion of the remaining funds from the Escrow Fund upon written notification from the Company from time to time, as needed, and all such withdrawals shall be for capital expenditures made in the ordinary course of business. Upon delivery of the entire Escrow Fund by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 9. 5. ESCROW AGENT. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement and the use of the proceeds withdrawn from the Escrow Fund by the Company pursuant to this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent's gross negligence or willful misconduct was the primary cause of any loss to the Company or the Noteholders. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. 6. DISPUTES. If the Requisite Noteholders give written notice to the Escrow Agent objecting to any withdrawal as provided in Section 4(ii) or in the event the Escrow Agent receives conflicting instructions under this Escrow Agreement, the Company and the Requisite Noteholders shall have 45 days to submit a joint written instruction to the Escrow Agent. If a joint written instruction from the Company and the Requisite Noteholders is not received by the Escrow Agent after such 45 day period, any such conflicts shall be resolved in a court of competent jurisdiction. The Escrow Agent shall be fully protected in refraining from acting until such conflict is resolved to the satisfaction of the Escrow Agent. In addition, the Escrow Agent shall have the right to institute a bill of interpleader in any court of competent jurisdiction to determine the rights of the parties, and the parties shall pay all costs, expenses and disbursements in connection therewith, including reasonable attorneys' fees.

7. SUCCESSION. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving 10 days advance notice in writing of such resignation to the other parties hereto specifying a date when such resignation shall take effect. The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably

7. SUCCESSION. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving 10 days advance notice in writing of such resignation to the other parties hereto specifying a date when such resignation shall take effect. The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Escrow Agreement. Any corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation or association to which all or substantially all the escrow business of the Escrow Agent's corporate trust line of business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act. 8. FEES. The Company agrees to (i) pay the Escrow Agent upon execution of this Escrow Agreement and from time to time thereafter reasonable compensation for the services to be rendered hereunder, which unless otherwise agreed in writing shall be as described in Schedule 2 attached hereto, and (ii) pay or reimburse the Escrow Agent upon request for all expenses, disbursements and advances, including reasonable attorney's fees and expenses, incurred or made by it in connection with the preparation, execution, performance, delivery, modification and termination of this Escrow Agreement. 9. INDEMNITY. The Company shall indemnify, defend and save harmless the Escrow Agent and its directors, officers, agents and employees (the "indemnitees") from all loss, liability or expense (including the fees and expenses of in house or outside counsel) arising out of or in connection with (i) the Escrow Agent's execution and performance of this Escrow Agreement, except in the case of any indemnitee to the extent that such loss, liability or expense is due to the gross negligence or willful misconduct of such indemnitee, or (ii) its following any instructions or other directions from the Company or the Noteholders, except to the extent that its following any such instruction or direction is expressly forbidden by the terms hereof. The parties hereto acknowledge that the foregoing indemnities shall survive the resignation or removal of the Escrow Agent or the termination of this Escrow Agreement. The parties hereby grant the Escrow Agent a lien on, right of set-off against and security interest in the Escrow Fund for the payment of any claim for indemnification, compensation, expenses and amounts due hereunder. 10. TINS. The Company and each Noteholder represents that its correct Taxpayer Identification Number ("TIN") assigned by the Internal Revenue Service or any other taxing authority is set forth in Schedule 1. All interest or other income earned under the Escrow Agreement shall be allocated and/or paid as directed in a joint written direction of the Company and the Noteholders and reported by the recipient to the Internal Revenue Service or any other taxing authority. Notwithstanding such written directions, Escrow Agent shall report and, as required withhold any taxes as it determines may be required by any law or regulation in effect at the time of the distribution. In the absence of timely direction, all proceeds of the Escrow Fund shall be retained in the Escrow Fund and reinvested from time to time by the Escrow Agent as provided in Section 3. In the event that any earnings remain undistributed at the end of any calendar year, Escrow Agent shall report to the Internal Revenue Service or such other authority such earnings as it deems appropriate or as required by any applicable law or regulation or, to the extent consistent therewith, as income to the Company. In addition, Escrow Agent shall withhold any taxes it deems appropriate and shall remit such taxes to the appropriate authorities. 11. NOTICES. All communications hereunder shall be in writing and shall be deemed to be duly given and received: (i) upon delivery if delivered personally or upon confirmed transmittal if by facsimile; (ii) on the next Business Day (as hereinafter defined) if sent by overnight courier; or (iii) four (4) Business Days after mailing if mailed by prepaid registered mail, return receipt requested, to the appropriate notice address set forth on Schedule 1 or at such other address as any party hereto may have furnished to the other parties in writing by registered mail, return receipt requested. Notwithstanding the above, in the case of communications delivered to the Escrow Agent pursuant to (ii) and (iii) of this Section 11, such communications shall be deemed to have been given on the date received by the Escrow Agent.

In the event that the Escrow Agent, in its sole discretion, shall determine that an emergency exists, the Escrow Agent may use such other means of communication as the Escrow Agent deems appropriate. "Business Day" shall mean any day other than a Saturday, Sunday or any other day on which the Escrow Agent located at the notice address set forth on Schedule 1 is authorized or required by law or executive order to remain closed. 12. SECURITY PROCEDURES. In the event funds transfer instructions are given (other than in writing at the time of execution of this Escrow Agreement), whether in writing, by telecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on schedule 3 hereto ("Schedule 3"), and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. The Escrow Agent and the beneficiary's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Company or the Noteholders to identify (i) the beneficiary, (ii) the beneficiary's bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even where its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary's bank or an intermediary bank designated. The parties to this Escrow Agreement acknowledge that these security procedures are commercially reasonable. 13. MISCELLANEOUS. The provisions of this Escrow Agreement may be waived, altered, amended or supplemented, in whole or in part, only by a writing signed by all of the parties hereto. Neither this Escrow Agreement nor any right or interest hereunder may be assigned in whole or in part by any party, except as provided in Section 7, without the prior consent of the other parties. This Escrow Agreement shall be governed by and construed under the laws of the State of New York. Each party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of the courts located in the State of New York. The parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Escrow Agreement. No party to this Escrow Agreement is liable to any other party for losses due to, or if it is unable to perform its obligations under the terms of this Escrow Agreement because of, acts of God, fire, floods, strikes, equipment or transmission failure, or other causes reasonably beyond its control. This Escrow Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of the 29th day of November 2000. WILMINGTON TRUST COMPANY AS ESCROW AGENT
By: /s/ JOSEPH B. FEIL --------------------------------------

PROBEX FLUIDS RECOVERY, INC.
By: /s/ BRUCE A. HALL -------------------------------------Name: Bruce A. Hall ----------------------------------Title: Vice President -----------------------------------

[SCHEDULES INTENTIONALLY OMITTED]

IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of the 29th day of November 2000. WILMINGTON TRUST COMPANY AS ESCROW AGENT
By: /s/ JOSEPH B. FEIL --------------------------------------

PROBEX FLUIDS RECOVERY, INC.
By: /s/ BRUCE A. HALL -------------------------------------Name: Bruce A. Hall ----------------------------------Title: Vice President -----------------------------------

[SCHEDULES INTENTIONALLY OMITTED]

EXHIBIT 21.1 Subsidiaries of the Registrant Probex Fluids Recovery, Inc., a Delaware corporation Quadrex Corporation, a Texas corporation Apollo Oil Company, a Texas corporation

ARTICLE 5

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS

YEAR SEP 30 2000 OCT 01 1999 SEP 30 2000 434,812 0 1,737,173 0 98,161 2,385,994 6,993,696 611,101 16,260,215 10,685,659 0 0 4,634,412 1 15,595,477 (15,871,824) 2 16,260,215 2,684,869 2,684,869 1,306,386

[SCHEDULES INTENTIONALLY OMITTED]

EXHIBIT 21.1 Subsidiaries of the Registrant Probex Fluids Recovery, Inc., a Delaware corporation Quadrex Corporation, a Texas corporation Apollo Oil Company, a Texas corporation

ARTICLE 5

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED
1 2

YEAR SEP 30 2000 OCT 01 1999 SEP 30 2000 434,812 0 1,737,173 0 98,161 2,385,994 6,993,696 611,101 16,260,215 10,685,659 0 0 4,634,412 1 15,595,477 (15,871,824) 2 16,260,215 2,684,869 2,684,869 1,306,386 1,851,138 7,086,439 0 160,159 (6,265,490) 0 (6,265,490) 0 0 0 (6,265,490) (0.29) (0.29)

As of 09 30 00, there are 535,000 shares of cumulative convertible preferred stock, recorded at $4,634,412, net of offering costs. Includes ($14,638,004) of accumulated deficit, ($1,233,153) of deferred stock compensation, and ($627) treasury stock.

EXHIBIT 21.1 Subsidiaries of the Registrant Probex Fluids Recovery, Inc., a Delaware corporation Quadrex Corporation, a Texas corporation Apollo Oil Company, a Texas corporation

ARTICLE 5

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED
1 2

YEAR SEP 30 2000 OCT 01 1999 SEP 30 2000 434,812 0 1,737,173 0 98,161 2,385,994 6,993,696 611,101 16,260,215 10,685,659 0 0 4,634,412 1 15,595,477 (15,871,824) 2 16,260,215 2,684,869 2,684,869 1,306,386 1,851,138 7,086,439 0 160,159 (6,265,490) 0 (6,265,490) 0 0 0 (6,265,490) (0.29) (0.29)

As of 09 30 00, there are 535,000 shares of cumulative convertible preferred stock, recorded at $4,634,412, net of offering costs. Includes ($14,638,004) of accumulated deficit, ($1,233,153) of deferred stock compensation, and ($627) treasury stock.

ARTICLE 5

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED
1 2

YEAR SEP 30 2000 OCT 01 1999 SEP 30 2000 434,812 0 1,737,173 0 98,161 2,385,994 6,993,696 611,101 16,260,215 10,685,659 0 0 4,634,412 1 15,595,477 (15,871,824) 2 16,260,215 2,684,869 2,684,869 1,306,386 1,851,138 7,086,439 0 160,159 (6,265,490) 0 (6,265,490) 0 0 0 (6,265,490) (0.29) (0.29)

As of 09 30 00, there are 535,000 shares of cumulative convertible preferred stock, recorded at $4,634,412, net of offering costs. Includes ($14,638,004) of accumulated deficit, ($1,233,153) of deferred stock compensation, and ($627) treasury stock.