<PAGE>
                                                                   EXHIBIT 10.37


June 12, 2000




Mr. David J. McNiel
2720 Barbara Lane
Houston, TX  77005

Dear Dave:

On behalf of the Board of Directors of Probex Corporation, I am pleased to
extend to you an offer to become Senior Vice President of Operations of Probex
Corporation ("the Company".)

The general terms of our offer and other matters related to your employment by
Probex are as follows:

         1.       BASE SALARY

                  $115,000.00 annually (Subject to annual review and adjustment
                  by the Compensation Committee of the Board of Directors but no
                  adjustment shall reduce the base salary to less than $115,000
                  annually).

         2.       EXECUTIVE BONUS PROGRAM

                  Participation in the Executive Bonus Program with a target
                  bonus of 45% of Base Salary.

                  In order to implement this provision, it is understood that an
                  Executive Bonus Program will be designed to motivate and
                  facilitate retention of key executives. Such a program must be
                  developed and approved by the Compensation Committee of the
                  Board of Directors. It is contemplated that this Executive
                  Bonus Program will provide for cash incentive payments upon
                  accomplishment of corporate objectives and other milestones as
                  may be established from time to time for key executives.

         3.       MOVING AND RELOCATION EXPENSE REIMBURSEMENT

                  If you wish to relocate your personal residence to the greater
                  Dallas, Texas area, the Company will reimburse you for direct,
                  out-of-pocket expenses incurred in conjunction with moving of
                  your personal effects, including customary gross-up of such
                  payments in accordance with IRS Regulations.
<PAGE>
David J. McNiel
June 12, 2000
Page 2

                  Also, the Company will reimburse you for direct, out-of-pocket
                  temporary living expenses in accordance with Company policies
                  up to a maximum of $2,000.00 per month until your physical
                  relocation is complete, up to a period of four months,
                  including customary gross-up of such reimbursements in
                  accordance with IRS Regulations.

            4.    GRANT OF STOCK OPTION

                  Upon your acceptance of this offer, the company will grant to
                  you an option to purchase 400,000 shares of the Common Stock
                  of the Company at an exercise price that is the closing price
                  of the common stock on the American Stock Exchange on the date
                  you accept this offer, subject to the shareholders approving
                  the amendment to increase the shares available under the
                  Company's Omnibus Stock Option Plan. The option will become
                  effective upon your date of hire. Vesting of the option will
                  be as follows: 100,000 shares will vest upon the first
                  anniversary of your date of hire; 100,000 shares will vest
                  upon the second anniversary of your date of hire; 100,000
                  shares will vest upon the third anniversary of your date of
                  hire; and 100,000 shares will vest upon the fourth anniversary
                  of your date of hire.

                  As a key executive, you are eligible to participate in the
                  Company's stock option grant program. The Compensation
                  Committee of the Board of Directors periodically makes option
                  grants to key executives under the Company's Omnibus Stock
                  Option Plan, subject to shareholder approval designating
                  shares to the Plan. If grants are made under the Plan to other
                  key executives as part of the Company's annual grant program,
                  you will receive grants also in amounts and on terms
                  commensurate with your position.

            5.    SEVERANCE AND TERMINATION

                  Attachment A shall govern Severance and Termination, Taxes,
                  and other related miscellaneous provisions.

            6.    INDEMNIFICATION

                  You shall be indemnified by the Company to the maximum extent
                  provided by law as provided in the Company's current Bylaws as
                  amended on March 21, 1994, as set out in Attachment B.
<PAGE>
David J. McNiel
June 12, 2000
Page 3

         7.       OTHER BENEFITS

                  You will be eligible to participate in all of the Company's
                  current benefit programs for key executives, as well as any
                  future benefit programs that may from time to time be
                  established by the Board of Directors.

Dave, we are very excited about the prospect of your joining Probex Corporation.
We believe that, with your leadership, our shareholders, employees and other
partners will achieve the successful implementation of our Business Plan and
receive increased value for their interests in the Company.

Please acknowledge your acceptance of this offer by signing below, and return
the signed copy to me. It is understood that no public release of this offer or
your acceptance will be made until such time as the letter has been executed and
returned. Please note that this offer will expire if not accepted by July 1,
2000.

Sincerely,


/s/ Charles M. Rampacek

Charles M. Rampacek

Accepted on June 29, 2000 by

  /s/ David J. McNiel
--------------------------------------------
David J. McNiel
<PAGE>
                        ATTACHMENT A TO LETTER AGREEMENT
                               DATED JUNE 12, 2000

                                 1. TERMINATION

      1.1 Termination by the Company. The Company shall have the right to
terminate the Executive's employment at any time with or without "Cause". For
purposes of this Agreement, "CAUSE" shall mean that, prior to any termination
the Executive shall have committed: (i) an act of fraud, embezzlement, theft, or
any other act constituting a felony, involving moral turpitude or causing
material harm, financial or otherwise, to the Company; (ii) a demonstrably
intentional and deliberate act or failure to act (other than as a result of
incapacity due to physical or mental illness) which is committed in bad faith by
the Executive, which causes or can be expected to cause material financial
injury to the Company; or (iii)(a) an intentional and material breach of this
Agreement or (b) a material breach of this Agreement resulting from the gross
negligence of Executive that, in either event, causes material harm to the
Company and is not cured by the Executive within 30 days after written notice
from the Board of Directors specifying the breach and requesting a cure. For
purposes of this Agreement, no act, or failure to act, on the part of the
Executive shall be deemed "intentional" if it was due primarily to an error in
judgment or negligence, but shall be deemed "intentional" only if done, or
omitted to be done, by the Executive not in good faith and without reasonable
belief that his action or omission was in, or not opposed to, the best interest
of the Company. Notwithstanding the foregoing, the Executive shall not be deemed
to have been terminated for "Cause" hereunder unless and until there shall have
been delivered to the Executive a copy of a resolution duly adopted by the
affirmative vote of not less than a majority of the Board then in office at a
meeting of the Board of Directors called and held for such purpose (after
reasonable notice to the Executive and an opportunity for the Executive,
together with his counsel, to be heard before the Board), finding that, in the
good faith opinion of the Board, the Executive had committed an act set forth
above and specifying the particulars thereof in detail. Nothing herein shall
limit the right of the Executive or his beneficiaries to contest the validity or
propriety of any such determination.

      1.2 Death. In the event the Executive dies during his employment under
this Agreement shall automatically terminate, such termination to be effective
on the date of the Executive's death.

      1.3 Disability. In the event that the Executive shall suffer a disability
which shall have prevented him from performing satisfactorily his obligations
hereunder for a period of at least 120 consecutive days, the Company shall have
the right to terminate this Agreement.

      1.4 Termination by the Executive for Good Reason. The Executive's
employment may be terminated by the Executive for Good Reason, by giving to the
Company 30 days advance written notice specifying the event or circumstance
which the Executive alleges constitutes Good Reason. Such notice of resignation
will take effect, if not revoked by the Executive, at the conclusion of such
thirty-day period. For purposes of this Agreement, the following circumstances
shall constitute "GOOD REASON" if not cured prior to the expiration of such
thirty-day period:


                                      -1-
<PAGE>
            (i) the assignment to the Executive of duties that are materially
      inconsistent with the Executive's position or with his authority, duties
      or responsibilities as contemplated by this Agreement, or any other action
      by the Company or its successor which results in a material diminution or
      material adverse change in such position, authority, duties or
      responsibilities;

            (ii) any material breach by the Company or its successor of the
      provisions of this Agreement; or

            (iii) a relocation of the Executive's principal base of operation to
      any location which requires Executive to increase his daily inbound
      commute by more than 45 miles.

1.5      Effect of Termination.

          (a) In the event of termination of the Executive's employment for any
reason or by reason of the Executive's death or disability, the Company shall
pay to the Executive (or his beneficiary in the event of his death) any base
salary, bonus or other compensation earned but not paid to the Executive prior
to the effective date of such termination and, other than the circumstances of
termination by the Company for Cause or by the Executive voluntarily without
Good Reason, the pro rata amount of the annual cash bonus payable under the plan
based on the target bonus under the Executive Bonus Program for the year during
which such termination occurs, based on the number of days worked during such
year.

          (b) In the event of termination of the Executive's employment (other
than a termination following a Change of Control as hereafter defined and
provided for) (i) by reason of Executive's death or disability, (ii) by the
Company other than for Cause or (iii) by the Executive for Good Reason, the
Company shall pay to the Executive, in addition to the amounts described in
Section 1.5(a) hereof, a lump sum equal to the sum of Executive's then current
base salary and target bonus for the year in which the termination occurs and,
further, all options to purchase securities of the Company shall accelerate and
become vested and all securities owned by Executive and subject to vesting shall
become vested and immediately transferable.

1.6      Termination Following a Change of Control.

          (a) Definitions. As used herein, the following terms shall have the
following meanings:

            (i) Change in Control. "Change in Control" shall mean

                  1) any transaction, or series of transactions, including, but
            not limited to any merger, consolidation, or reorganization, which
            results when any "person" as defined in Section 3(a)(9) of the
            Exchange Act and as used in Sections 13(d) and 14(d) thereof,
            including a "group" as defined in Section 13(d) of the Exchange Act,
            but excluding the Company, any subsidiary of the Company, and any
            employee benefit plan sponsored or


                                      -2-
<PAGE>
            maintained by the Company or any subsidiary of the Company, directly
            or indirectly, becomes the "beneficial owner" (as defined in Rule
            13d-3 under the Exchange Act) of securities of the Company
            representing more than 50% of the combined voting power of the
            Company's then outstanding securities;

                  2) when, during any period of 24 consecutive months the
            individuals who, at the beginning of such period, constitute the
            Board (the "Incumbent Directors") cease for any reason other than
            death to constitute at least a majority of the Board; provided,
            however, that a director who was not a director at the beginning of
            such 24-month period shall be deemed to have satisfied such 24-month
            requirement (and be an Incumbent Director) if such director was
            elected by, or on the recommendation of or with the approval of, at
            least two-thirds of the directors who then qualified as Incumbent
            Directors either actually (because they were directors at the
            beginning of such 24-month period) or by prior operation of this
            Section; or

                  3) when the stockholders of the Company approve a plan of
            complete liquidation of the Company; or an agreement for the sale or
            disposition of substantially all the Company's assets other than a
            sale of the Company's healthcare assets; or a merger, consolidation,
            or reorganization of the Company in which stockholders of the
            Company immediately prior to the transaction own less than 50% of
            the combined voting power of the surviving entity.

            (ii) "Termination Date" shall mean the date on which Executive's
      employment with the Company is terminated.

      (b) Termination by Company. Following a Change in Control, the Executive's
employment may be terminated by Company ("Company Termination Event") and the
Executive shall not be entitled to the severance benefits provided under Section
1.7, provided that Executive's termination occurs as a result of one or more of
the following events:

                  (i) The Executive's death;

                  (ii) The Executive's disability, provided Executive actually
            begins to receive disability benefits pursuant to the long-term
            disability plan in effect for senior executives of the Company
            immediately prior to the Change in Control.

      (c) Executive Termination Event. If at any time during the one year period
commencing on the date of a Change in Control, the Company or Executive
terminates his employment following the occurrence of one or more of the
following events ("Executive Termination Event"), Executive shall be entitled to
the severance benefits provided in Section 1.7 below:


                                      -3-
<PAGE>
                  (i) Any termination by the Company of Executive's employment
            during such one year period for any reason, other than for Cause, as
            a result of Executive's death, or by reason of the Executive's
            disability and the actual receipt of disability benefits; or

                  (ii) Termination by the Executive of his employment with the
            Company at any time within one year after the Change in Control upon
            the occurrence of any of the following events:

                        1) The Company's failure to elect, re-elect or otherwise
                  maintain the Executive in the office or position in the
                  Company which the Executive held immediately prior to a Change
                  in Control, or the removal of the Executive as a Director of
                  the Company (or any successor thereto) if the Executive was a
                  Director of the Company immediately prior to the Change in
                  Control;

                        2) A significant, adverse change (increase or decrease)
                  in the nature or scope of the authorities, powers, functions,
                  responsibilities or duties attached to the position with the
                  Company which the Executive held immediately prior to the
                  Change in Control, or a reduction in the aggregate of the
                  Executive's base pay or annual incentive bonus opportunity in
                  which the Executive participated immediately prior to the
                  Change in Control, or the termination of the Executive's
                  rights to any employee benefits to which he was entitled
                  immediately prior to the Change in Control, or a reduction in
                  scope or value of such benefits, without prior written consent
                  of the Executive, any of which is not remedied within 10
                  calendar days after receipt by the Company of a written notice
                  from the Executive of such change, reduction, or termination,
                  as the case may be;

                        3) The Company or its successor becomes a subsidiary of
                  another company and the Executive is not a Senior Executive
                  Officer of the ultimate parent company;

                        4) The Company shall relocate its principal executive
                  offices, or require the Executive to have his principal
                  location of work changed, to any location which is in excess
                  of 45 miles from the location thereof immediately prior to the
                  Change in Control; or

                        5) Without limiting the generality or effect of the
                  foregoing, any material breach of this Agreement by the
                  Company or any successor thereto.

      (d) If Executive is terminated by the Company without Cause or if
Executive terminates his employment for Good Reason within the twelve months
before the Company begins negotiations which result in a Change of Control, such
termination shall also be an Executive Termination Event and Executive shall be
entitled to the greater of


                                      -4-
<PAGE>
      a) the severance benefits he received on the earlier termination, or b)
      the severance benefits provided in Section 1.7 below.

      1.7 Severance Benefits. In the event Executive's employment is terminated
within one year of the date of a Change in Control as a result of an Executive
Termination Event, Executive shall be entitled to the benefits set forth below.
All amounts payable under this Section 1.7(a)(b) and (c) shall be paid to
Executive in one lump sum within 45 days after his termination of employment.

            (a) The Company shall pay to Executive an amount equal to two times
      his then existing base salary and two times his targeted cash bonus for
      the year in which termination occurs.

            (b) The Company shall pay Executive his full base salary through
      Executive's Termination Date. The Company shall also pay Executive an
      amount equal to the pro rata amount of the maximum target bonus award
      available to the Executive under the bonus plan during the year of
      termination, based on the number of days of the year elapsed prior to the
      Termination Date.

            (c) All unvested equity, including all options and restricted stock
      held by Executive, shall immediately become fully vested and exercisable.

      1.8 Other Rights. A termination of the Executive's employment by the
Company pursuant to this Agreement or by the Executive shall not affect
adversely any rights which the Executive may have pursuant to any agreement,
employment contract, policy, plan, program or arrangement of the Company
providing employee benefits, which rights shall be governed by the terms of such
employee benefit plan.

                  2. TAXES AND MISCELLANEOUS OTHER PROVISIONS

      2.1 Tax Considerations. Notwithstanding anything herein to the contrary,
in the event any payments to Executive hereunder are determined by the Company
to be subject to the tax imposed by Section 4999 of the Code or any similar
federal or state excise tax, FICA tax, or any interest or penalties are incurred
by the Executive with respect to such excise tax (such excise tax, together with
any such interest and penalties are hereinafter collectively referred to as the
"Excise Tax"), Company shall pay to Executive at the time of such determination
or the time such interest or penalties are incurred, an additional amount (the
"Gross-Up Payment") such that after the payment by Executive of all federal,
state, or local income taxes, Excise Taxes, FICA tax, or other taxes (including
any interest or penalties imposed with respect thereto) imposed upon the receipt
of the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed on the severance payments provided herein.

            (a) For purposes of determining whether any payments to Executive
      hereunder will be subject to the Excise Tax and the amount of such Excise
      Tax:

                  (i) any other payments or benefits received or to be received
            by Executive in connection with a Change in Control or the
            termination of employment (whether pursuant to the terms of this
            Agreement or any other plan,


                                      -5-
<PAGE>
            arrangement or agreement with Company) shall be treated as
            "parachute payments" within the meaning of Section 280G(b)(2) of the
            Code, and all "excess parachute payments" within the meaning of
            Section 280G(b)(1) shall be treated as subject to the Excise Tax,
            unless in the opinion of Jenkins & Gilchrist, P.C. or other tax
            counsel selected by Company and reasonably acceptable to Executive,
            other payments or benefits (in whole or in part) do not constitute
            parachute payments under Section 280G of the Code, or such excess
            parachute payments (in whole or in part) represent reasonable
            compensation for services actually rendered within the meaning of
            Section 280G(b)(4) of the Code;

                  (ii) the amount of the severance payments which shall be
            treated as subject to the Excise Tax shall be equal to the amount of
            excess parachute payments within the meaning of Sections 280G(b)(1)
            and (4) (after applying clause (a)(i), above); and

                  (iii) the parachute value of any noncash benefits or any
            deferred payment or benefit shall be determined by Company in
            accordance with the principals of Section 280G(d)(3) and (4) of the
            Code.

            (b) If the Excise Tax is subsequently determined to be less than the
      amount taken into account hereunder at the time of termination of
      employment, Executive shall repay to Company, at the time the reduction in
      Excise Tax is finally determined, the portion of the Gross-Up Payment
      attributable to such reduction. If the Excise Tax is determined to exceed
      the amount taken into account hereunder at the time of termination of
      employment, Company shall make an additional Gross-Up Payment to Executive
      in respect of such excess at the time the amount of such excess is finally
      determined. The Executive shall notify the Company in writing of any claim
      by the Internal Revenue Service that, if successful, would require the
      payment by the Company of the Gross-Up Payment. Such notification shall be
      given as soon as practicable but no later than ten business days after the
      Executive is informed in writing of such claim and shall apprise the
      Company of the nature of such claim and the date on which such claim is
      requested to be paid. The Executive shall not pay such claim prior to the
      expiration of the 30 calendar day period following the date on which it
      gives such notice to the Company (or such shorter period ending on the
      date that any payment of taxes with respect to such claim is due). If the
      Company notifies the Executive in writing prior to the expiration of such
      period that it desires to contest such claim, the Executive shall:

                  (i) give the Company any information reasonably requested by
            the Company relating to such claim,

                  (ii) take such action in connection with contesting such claim
            as the Company shall reasonably request in writing from time to
            time, including, without limitation, accepting legal representation
            with respect to such claim by an attorney reasonably selected by the
            Company,

                  (iii) cooperate with the Company in good faith in order to
            effectively contest such claim, and


                                      -6-
<PAGE>
                  (iv) permit the Company to participate in any proceedings
            relating to such claim:

      provided, however that the Company shall bear and pay directly all costs
      and expenses (including legal and accounting fees and additional interest
      and penalties) incurred in connection with such contest and shall
      indemnify and hold the Executive harmless, on an after-tax basis, for any
      Excise Tax, FICA tax or income tax (including interest and penalties with
      respect thereto) imposed as a result of such representation and payment of
      costs and expenses. Without limitation on the foregoing provisions of this
      section, the Company shall control all proceedings taken in connection
      with such contest and, at its sole option, may pursue or forgo any and all
      administrative appeals, proceedings, hearings and conferences with the
      taxing authority in respect of such claim and may, at its sole option,
      either direct the Executive to pay the tax claimed and sue for a refund or
      contest the claim in any permissible manner, and the Executive agrees to
      prosecute such contest to a determination before any administrative
      tribunal, in a court of initial jurisdiction and in one or more appellate
      courts, as the Company shall determine; provided, however, that if the
      Company directs the Executive to pay such claim and sue for a refund, the
      Company shall advance the amount of such payment to the Executive, on an
      interest-free basis, and shall indemnify and hold the Executive harmless,
      on an after-tax basis, from any Excise Tax or income tax (including
      interest or penalties with respect thereto) imposed with respect to such
      advance or with respect to any imputed income with respect to such
      advance; and further provided that any extension of the statute of
      limitations relating to payment of taxes for the taxable year of the
      Executive with respect to which such contested amount is claimed to be due
      is limited solely to such contested amount. Furthermore, the Company's
      control of the contest shall be limited to issues with respect to which a
      Gross-Up Payment would be payable hereunder and the Executive shall be
      entitled to settle or contest, as the case may be, any other issue raised
      by the Internal Revenue Service or any other taxing authority.

      If any such claim referred to in this Section is made by the Internal
      Revenue Service and the Company does not request the Executive to contest
      the claim within the 30 calendar day period following notice of the claim,
      the Company shall pay to the Executive the amount of any Gross-Up Payment
      owed to the Executive, but not previously paid pursuant to Section 2.1(a),
      immediately upon the expiration of such 30 calendar day period. If any
      such claim is made by the Internal Revenue Service and the Company
      requests the Executive to contest such claim, but does not advance the
      amount of such claim to the Executive for purposes of such contest, the
      Company shall pay to the Executive the amount of any Gross-Up Payment owed
      to the Executive, but not previously paid under the provisions of Section
      2.1(a), within 5 business days of a Final Determination of the liability
      of the Executive for such Excise Tax. For purposes of this Agreement, a
      "Final Determination" shall be deemed to occur with respect to a claim
      when (i) there is a decision, judgment, decree or other order by any court
      of competent jurisdiction, which decision, judgment, decree or other order
      has become final, i.e., all allowable appeals pursuant to this section
      have been exhausted by either party to the action, (ii) there is a closing
      agreement made under Section 7121 of the Code, or (iii) the time for
      instituting a claim for refund has expired, or if a claim was filed, the
      time for instituting suit with respect thereto has expired.


                                      -7-
<PAGE>
         If, after the receipt by the Executive of an amount advanced by the
         Company pursuant to this section, the Executive becomes entitled to
         receive any refund with respect to such claim, the Executive shall
         (subject to the Company's complying with the requirements of this
         section) promptly pay to the Company the amount of such refund
         (together with any interest paid or credited thereon after taxes
         applicable thereto). If, after the receipt by the Executive of an
         amount advanced by the Company pursuant to this section, a
         determination is made by the Internal Revenue Service that the
         Executive is not entitled to any refund with respect to such claim and
         the Company does not notify the Executive in writing of its intent to
         contest such denial of refund prior to the expiration of 30 calendar
         days after such determination, then such advance shall be forgiven and
         shall not be required to be repaid and the amount of such advance shall
         offset, to the extent thereof, the amount of Gross-Up Payment required
         to be paid.

      2.2 No Mitigation Obligation. Executive's benefits hereunder shall be
payable to him as severance pay in consideration of his services under this
Agreement. The Company hereby acknowledges that it will be difficult, and may be
impossible, for the Executive to find reasonably comparable employment following
his termination. Accordingly, the parties hereto expressly agree that the
payment of the severance benefits by the Company to the Executive in accordance
with the terms of this Agreement will be liquidated damages, and that the
Executive shall not be required to mitigate the amount of any payment provided
for in this Agreement by seeking other employment or otherwise, nor shall any
profits, income, earnings or other benefits from any source whatever create any
mitigation, offset, reduction or any other obligation on the part of the
Executive hereunder or otherwise.

      2.3 Enforcement Costs. Company is aware that, upon the occurrence of a
Change of Control, the Board of Directors or a shareholder of the Company, or
the Company's successor in interest, may then cause or attempt to cause Company
to refuse to comply with its obligations under this Agreement, or may cause or
attempt to cause Company to institute, or may institute litigation seeking to
have this Agreement declared unenforceable, or may take, or attempt to take,
other action to deny Executive the benefits intended under this Agreement. In
these circumstances, the purpose of this Agreement could be frustrated. It is
the intent of Company that Executive not be required to incur the expenses
associated with the enforcement of his rights under this Agreement by litigation
or other legal action, nor be bound to negotiate any settlement of his rights
hereunder under threat of incurring such expenses because the cost and expense
thereof would substantially detract from the benefits intended to be extended to
Executive hereunder. Accordingly, if following a Change in Control Executive
should conclude in good faith that Company has failed to comply with any of its
obligations under this Agreement or in the event that Company or any other
person takes any action to declare this Agreement void or unenforceable, or
institutes any litigation or other legal action designed to deny, diminish or to
recover from Executive the benefits intended to be provided to Executive
hereunder, Company irrevocably authorizes Executive form time to time to retain
legal counsel of his choice at the expense of Company to represent Executive in
connection with the initiation or defense of any litigation or other legal
action, whether by or against Company or any director, officer, stockholder or
other person affiliated with Company. The reasonable fees and expenses of
counsel selected from time to time by Executive as provided herein shall be paid
or reimbursed to Executive by Company on a regular, periodic basis upon
presentation by Executive of a statement or statements prepared by his counsel
in accordance with its customary practices. In


                                      -8-
<PAGE>
any action involving this Agreement, Executive shall be entitled to prejudgment
interest on any amounts found to be due him as of the date such amounts would
have been payable to Executive pursuant to this Agreement at an annual rate of
interest of 10%.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                      -9-
<PAGE>
                                  ATTACHMENT B

                 UNANIMOUS CONSENT IN LIEU OF SPECIAL MEETING OF
                     THE BOARD OF DIRECTORS OF PROBEX CORP.

                                 March 21, 1994

         The undersigned, being all of the members of the Board of Directors of
Probex Corp., a Colorado corporation (the "Company"), who would be entitled to
vote upon the matters herein set forth as if the same has been submitted at a
formal meeting of the Board of Directors of the Company duly called and held for
the purpose of acting upon such matters do hereby consent that, when this
Unanimous Consent is signed, pursuant to the provisions of Section 7-4-122 of
the Colorado Revised Statutes of 1973, the resolutions set forth below shall
then be deemed to have been adopted to the same extent and to have the same
force and effect as if adopted at a formal meeting of the Board of Directors
duly called and held for such purpose of acting upon the proposal to adopt such
resolutions.

            1.    Resignations of Directors

                  WHEREAS, Mark R. Moldenhauer, David J. Louy and Fritz C.
            Voelker have each tendered their resignations from the Board of
            Directors;

                  NOW, THEREFORE, BE IT RESOLVED, that the resignations of Mark
            R. Moldenhauer, David J. Louy and Fritz C. Voelker are hereby
            accepted.

            2.    Reduction of the Board of Directors

                  WHEREAS, the resignations of Mark R. Moldenhauer, David J.
            Louy and Fritz C. Voelker have created three vacancies on the Board
            of Directors, and

                  WHEREAS, the Board of Directors has determined that it is in
            the best interest of the Company to reduce the number of directors
            on the Board of Directors from six (6) to three (3) directors;

                  NOW, THEREFORE, BE IT RESOLVED, that the number of directors
            on the Board of Directors is hereby reduced from six (6) to three
            (3) directors

            3.    Resignations of Officers

                  WHEREAS, Fritz C. Voelker has tendered his resignation as
            President and Chief Financial Officer of the Company; and

                  WHEREAS, Mark Moldenhauer has tendered his resignation as
            Secretary and Treasurer of the Company;

                  NOW THEREFORE, BE IT RESOLVED, that the resignations of Fritz
            C. Voelker and Mark Moldenhauer are hereby accepted.


                                      -1-
<PAGE>
            4.    Creation of Office Positions

                  WHEREAS, it is proposed that the Company amend Section 5.2 of
            Article V of its ByLaws to provide for the creation of a Chairman of
            the Board as an office of the Company;

                  NOW, THEREFORE, BE IT RESOLVED, Section 5.2(a) is hereby
            amended to read in its entirety as set forth on Exhibit A and add a
            Section 5.2(g) as set forth on Exhibit A attached hereto.

            5.    Election of Officers

                  WHEREAS, all of the officers of the Company have resigned;

                  NOW, THEREFORE, BE IT RESOLVED, that the following individuals
            be, and they hereby are, elected to the offices set forth opposite
            their names, to serve as such until their respective successors are
            elected and qualify:


<TABLE>
<S>                                                                  <C>
                  Lawrence R. Stowe                                  Chairman of the Board and
                                                                     Executive Vice President

                  Thomas G. Murray                                   President

                  Alex D. Daspit                                     Secretary and Treasurer

                  Richard C. Bearden                                 Executive Vice President
         ; and
</TABLE>


                  FURTHER RESOLVED, that the President of the Company shall be
            the Chief Executive Officer of the Company any may designate himself
            as such;

                  FURTHER RESOLVED, that the Treasurer of the Company shall be
            the Chief Financial Officer of the Company and may designate himself
            as such.

            6.    Establishment of Depository Relationships

                  WHEREAS, it has been proposed that the Company establish
            certain accounts at NationsBank of Texas, N.A. NationsSecurities,
            and Fidelity Investments (collectively, "Financial Institutions");

                  NOW, THEREFORE, BE IT RESOLVED, that the President and
            Treasurer of the Company, or either one of them acting alone, be,
            and each of them hereby is, authorized, empowered and directed to
            establish one or more accounts on behalf of the Company at one or
            more of the Financial Institutions as such officer shall determine;

                  FURTHER RESOLVED, that the resolutions attached hereto as
            Exhibit B, Exhibit C and Exhibit D are hereby adopted and approved
            by the Board of Directors; and


                                      -2-
<PAGE>
                  FURTHER RESOLVED, that the Secretary of the Company be, and
            the same hereby is, authorized to certify to the adoption by the
            Company of the resolutions set forth on Exhibit B, Exhibit C and
            Exhibit D in such form as may be required by the Financial
            Institutions.

            7.    Indemnification and Expenses; Liability of Officers and
                  Directors

                  WHEREAS, the Articles of Incorporation of the Company provide
            that the Company may indemnify any director, officer, employee,
            fiduciary, or agent of the Company to the fullest extent permitted
            by the Colorado Corporation Code;

                  WHEREAS, it is proposed that the Company amend its Bylaws to
            provide the Company shall indemnify any director, officer, employee,
            fiduciary, or agent of the Company to the fullest extent permitted
            by the Colorado Corporation Code; and

                  WHEREAS, it is proposed that the Company further amend its
            Bylaws to provide that the Company shall pay or reimburse reasonable
            expenses incurred by any director, officer, employee, fiduciary, or
            agent of the Company in advance of any proceeding in which such
            person is named as a defendant or respondent in his or her capacity
            as a director, officer, employee, fiduciary, or agent of the Company
            to the fullest extent permitted by the Colorado Corporation Code or
            other applicable law;

                  NOW, THEREFORE, BE IT RESOLVED, that the Bylaws of the Company
            are hereby amended to reflect the addition of an Article XIV as set
            forth on Exhibit E attached hereto;

                  FURTHER RESOLVED, that the Secretary of the Company be, and
            the same hereby is, directed to cause Exhibit E to be attached to
            the Bylaws and insert the same in the Minute Book of the Company.

            8.    General

                  FURTHER RESOLVED, that any and all acts and things done and
            any consents, certificates, agreements, undertakings, commitments
            and other documents entered into, executed, delivered and performed
            by the appropriate officers of the Company as they deemed necessary
            or appropriate to carry out the intent or purposes of the foregoing
            resolutions are hereby ratified and adopted by the Company; and

                  FURTHER RESOLVED, that the appropriate officers of the Company
            be, and each of them (any one of them acting alone) hereby is,
            authorized and empowered for, in the name and on behalf of the
            Company to take such other actions and to enter into, execute,
            deliver and perform any and all consents, certificates, agreements,
            undertakings, commitments and other documents as they deem necessary
            or appropriate to carry out the intent of the foregoing resolutions.


                                      -3-
<PAGE>
            DATED this 21st day of March, 1994.

                                  /s/ Thomas G. Murray
                                ------------------------------------------------
                                Thomas G. Murray

                                  /s/ Richard C. Bearden
                                ------------------------------------------------
                                Richard C. Bearden

                                  /s/ Lawrence R. Stowe
                                ------------------------------------------------
                                Lawrence R. Stowe



                                      -4-
<PAGE>
                              FACSIMILE RESOLUTIONS
                                  (Corporation)

I CERTIFY THAT I am the keeper of the records and minutes of meetings of the
Board of Directors of Company, a corporation chartered under the laws of the
State of _________________, whose correct corporate name, correct federal tax
identification number, and address are stated on the reverse side hereof, and
that on ________________, 19____, a meeting of the Board of Directors of Company
was held in accordance with law and the by-laws of Company, that a quorum of
directors was present, and the following Resolutions were duly and legally
adopted and have not been revoked, altered or amended:

"RESOLVED, that Bank as the designated depository of the Company is authorized
to honor checks, drafts, or other orders for the payment of money drawn in
Company's name, including those drawn to the individual order of any person or
persons whose name or names appear thereon as signer or signers thereof when
bearing or purporting to bear the facsimile signature(s) of any
_______________________ of the following:

         Number of signatures

                              Facsimile Signatures

                        ________________________________

                        ________________________________

                        ________________________________

and Bank shall be entitled to honor and charge Company for all such checks,
drafts or other orders regardless of by whom or by what means the facsimile
signature or signatures thereon may have been affixed thereto if such facsimile
signature or signatures resemble the facsimile specimen duly certified to, and
filed with Bank by the Secretary or other officer of Company."

"RESOLVED, that with respect to the genuineness of all such facsimile
signatures, Company assumes all risks involved in the use of this mechanical
form of signature and assumes all responsibility therefore, and Company agrees
to indemnify and hold harmless Bank against any and all claims, demands, losses,
costs, damages, liability, or expenses incurred by Bank resulting from any and
all payments made or any other actions taken by Bank in reliance on the
facsimile signature of any such person or persons."

"RESOLVED, that this Resolution shall be cumulative of, but shall not supersede
any and all Resolutions now in effect with respect to the authorized manual
signatures on behalf of Company. Company has previously executed Corporate
Resolutions with Bank to establish its deposit account(s)."

IN WITNESS WHEREOF, I have hereunto set my hand as Secretary of Company, this
____ day of _____________, 19_____.


                                                              __________________
                                                              Secretary
<PAGE>
                                    EXHIBIT C

                              ENABLING RESOLUTIONS

FIRST, Resolved that the Corporation is authorized and empowered to open a
Securities Account with NationsSecurities ("you") as described in the
NationsSecurities Client Agreement.

SECOND, Resolved that the Securities Account shall be a Cash Account or a Margin
Account for the purpose of purchasing, selling (including short sales),
transferring, exchanging, pledging and generally dealing in any and all forms of
securities and financial instruments of every kind or nature whatsoever. All
orders and instruments, written or oral, relating to the Securities Account
shall be given you by one of the individuals designated under the heading
"Authorized Individuals," and each of them individually is hereby authorized and
directed to purchase and/or sell and/or deal in any and all securities and
financial instruments for the Corporation, including the power to deliver,
accept delivery of, pledge, endorse, and direct the transfer of record title of
any assets beneficially owned by the Corporation, without obligation on your
part to inquire into the reasons for said orders or instructions.

THIRD: Resolved that you may deal with any of the Authorized Individuals as
though you were dealing with the Corporation directly.

FOURTH: Resolved that each of the Authorized Individuals is authorized and
directed to execute and deliver to you on behalf of the Corporation any and all
agreements, documents, contracts, and other writings that you may require.

FIFTH: Resolved that the Secretary or other duly designated officer of the
Corporation is hereby authorized, empowered and directed to certify, under the
Seal of the Corporation, or otherwise to you:

      (a) a true copy of these Resolutions;

      (b) specimen signatures of each and every individual empowered by these
Resolutions;

      (c) a certificate (which, if you require, shall be supported by an opinion
of the general counsel of the Corporation, or other counsel satisfactory to you)
that the Corporation is duly organized and existing, that is charter empowers to
transaction the business contemplated in these Resolutions, and that no
limitation has been imposed upon such powers of constitution, statue,
regulations, charter, by-law, or otherwise.

SIXTH: Resolved that you may rely upon any certification given in accordance
with these Resolutions as continuing fully effective unless and until you shall
receive due written notice of an amendment, modification or rescission of such
Resolution or certificates. Further resolved that you shall not be liable for
any action taken or not taken upon instruction of any Authorized Individual
prior to your actual receipt of written notice of the termination or impairment
of such person's authority. The failure to supply any specimen signature or
other documentation shall not invalidate any transaction which is in accordance
with authority actually granted.

SEVENTH: Resolved that in the even of any change in the office or powers of
persons hereby empowered, the Secretary (or other duly designated officer) shall
certify such changes to you, in writing, which certification, when you receive
it, shall terminate the powers of the persons previously authorized and empower
the persons thereby substituted.
<PAGE>
                                    EXHIBIT D

         RESOLVED, that Thomas G. Murray, President; Lawrence R. Stowe, Chairman
of the Board; Richard C. Bearden, Executive Vice President; and Alex D. Baspit,
Treasurer; are authorized individuals ("Authorized Individuals") of the Company
to bind the Company with respect to buying, selling, and exchanging shares of
Fidelity Investments mutual funds ("Funds") underwritten by Fidelity
Distributors Corporation and held in the Company's account(s) by Fidelity
Service Company (the "Transfer Agent");

         FURTHER RESOLVED, that each Authorized Individual is further authorized
to execute and deliver any documents Fidelity Investments may require to open
and maintain account(s) on behalf of the Company; and

         FURTHER RESOLVED, that Alex D. Baspit, Secretary of the Company, is
hereby authorized to certify, from time to time, the names and titles of the
Authorized Individuals and to notify Fidelity Investments when changes occur.
<PAGE>
                                    EXHIBIT E

                                   ARTICLE XIV

         Indemnification and Expenses: Liabilities of Directors and Officers.
The corporation shall (i) indemnify any person who is or was a director,
officer, employee, or agent of the corporation, or while a director, officer,
employee, or agent of the corporation, is or was serving at the request of the
corporation as a director, officer, partner, venturer, proprietor, trustee,
employee, agent, or similar functionary of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or other enterprise, to the fullest extent that a corporation may
or is required to grant indemnification as a director under the Colorado
Corporation Code as now written or as hereafter amended, and (ii) shall pay or
reimburse reasonable expenses (including court costs and attorneys' fees)
incurred by any such person who was, is, or is threatened to be named defendant
or respondent in a proceeding (including any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative,
authoritative, or investigative, any appeal in any such action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding), in advance of the final disposition of the proceeding, to
the fullest extent that a corporation may or is required to advance such
expenses to such a person under the Colorado Corporation Code as now written or
as hereafter amended. The corporation may indemnify and advance expenses to any
person to such further extent as permitted by law.

         The corporation may purchase and maintain insurance on behalf of any
person who holds or who has held any position named hereinabove as allowed under
the Colorado Corporation Code, as now written or as hereafter amended.