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                                                                   EXHIBIT 10.44


                                                                DECEMBER 6, 2002

                          TECHNOLOGY LICENSE AGREEMENT


THIS TECHNOLOGY LICENSE AGREEMENT is made this sixth day of December 2002, by
and between:

PROBEX CORP., a corporation organized under the laws of the State of Delaware,
having its principal place of business at 15510 Wright Bros. Drive, Addison,
Texas 75001, USA ("Licensor"),

AND

OSILUB, a French societe anonyme registered with the Registry of Commerce and
Companies of Elbeuf under the number 441 563 764 having its registered office at
91 rue de la Paix, 76410 Saint Aubin les Elbeuf ("Licensee").


                                    PREAMBLE

WHEREAS, Licensor owns the intellectual and industrial property rights including
patents, know-how and confidential technical information to certain cost
efficient refining technology employing an unique set of operating parameters in
conjunction with certain chemical additives, known as the ProTerra Process(R)
and used for the purification, recycling and upgrading of used lubricating oil
in a plant constructed and operated using conventional process equipment;

WHEREAS, Licensor, SARP INDUSTRIES, S.A. and SARP, S.A., have entered into a
Shareholders Agreement on the date hereof (the "Shareholders Agreement") for the
purpose of defining their relationship within OSILUB; and

WHEREAS, Licensor is willing to grant, and Licensee desires a license to use
Licensor's patents, technology, methods and know-how to design, build and
operate facilities using the Technology and to distribute and sell the
re-refined oil and other salable products produced by such facility, on the
terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, the
parties hereby agree as follows:


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1.     CERTAIN DEFINITIONS


1.1      "Affiliate" means any person, corporation or entity controlling,
         controlled by or under common control with another person, corporation
         or entity. For purposes of this definition "control" shall mean
         ownership directly or indirectly, of 50% or more of the outstanding
         equity securities of a Person, or the ability to direct or cause the
         direction of the management and policies of another Person whether
         through a management agreement or otherwise. Provided that as concerns
         SARPI, no Persons above SARP Industries S.A. and SARP, S.A. in the
         chain of control shall be deemed an Affiliate nor taken into account
         for purposes of determining control.

1.2      "Base Salary Hourly Rate" means for each PROBEX employee level the
         hourly rate derived by dividing by 2080 the gross annual salary prior
         to standard income tax deductions (Federal withholdings, Social
         Security, Medicare) but including regular bonuses, insurance,
         commissions, retirement contributions or other compensation package
         allowances. For the third quarter of the year 2002, the Base Salary
         Hourly Rate will be : Senior Project Engineer US$ 62.77 - Junior
         Project Engineer US$ 43.63.

1.3      "Commissioning" means the successful completion of a two stage process
         consisting of:

         -  a start-up phase during which the Facility (or the Line as the case
            may be) shall operate without interruption over a 72 hour period at
            an average output of no less than its Nominal Capacity, and 24
            continuous hours of such 72 hours at an average output equal to 110%
            of its Nominal Capacity and:

         -  an acceptance phase during which the Facility (or the Line, as the
            case may be) shall operate without interruption for a period of
            thirty (30) days at an average output equal to its Nominal Capacity,
            and for a continuous period of 48 hours during such thirty days at
            an average output equal to 110% of its Nominal Capacity. At no time
            during the thirty day period shall output fall below 90% of Nominal
            Capacity. Down time for repairs or parts changes not exceeding
            twelve (12) hours in any one instance shall not be taken into
            account for this purpose if they do not result from a defect in the
            Technical Information.

1.4      "Confidential Information" means any and all information, including but
         not limited to, documents, business plans, customer lists, data,
         software, computer programs, concepts, and ideas, disclosed by Licensor
         to Licensee that is identified as confidential or proprietary or that,
         due to the nature of the information or the circumstances surrounding
         disclosure, should be treated as confidential or proprietary.
         "Confidential Information" shall not include, however, information (i)
         previously known to Licensee before receipt


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         from Licensor; (ii) independently developed by Licensee without access
         to Licensor's information; (iii) acquired by Licensee from a third
         party which is not under an obligation to Licensor not to disclose such
         information; or (iv) which is or becomes publicly available through no
         breach by Licensee of this Agreement. This definition shall apply
         mutatis mutandis to Licensee Confidential Information.

1.5      "Effective Date" means the date in the first paragraph of this
         Agreement.

1.6      "Europe" means all European Union countries as of the date of this
         Agreement and Czechie, Slovakia, Poland, Hungry, Romania, Switzerland
         and Norway.

1.7      "Facility" means a used-oil re-refining plant, which may be composed of
         one or more operating lines (each a "Line"), built to operate using the
         Technology in whole or in part.

1.8      "First Facility" means a Facility 100% owned by OSILUB and constructed
         in France with a minimum capacity to process 120,000 tons per year (its
         Nominal Capacity) of wet feed stock meeting agreed specifications when
         operated on a 7,500 hours per year basis; used oil supplied to the
         facility to contain no more than 7% dissolved water. The First Facility
         will be constructed in two operating Lines of approximately equal
         capacity, Line 2 to be built after Commissioning of Line 1, if and when
         decided by the Board.

1.9      "Improvement" means any invention, discovery, modification or
         enhancement, whether patentable or not, which can be employed to
         improve the performance of the ProTerra Process or reduce the cost of
         building any equipment or structure used to operate the ProTerra
         Process.

1.10     "Net Sales" means the total invoiced sales price of all base oil
         products ("Base Oil") sold by Licensee or its direct or indirect
         sub-licensees to customers, less any sales or value added taxes,
         packing, insurance and transportation costs which are identified as
         such on the corresponding invoices.

1.11     "New Project" means a proposed Facility for which Licensor or Licensee
         has demonstrable evidence that it has secured fifty percent (50%) of
         the feedstock and has certified that it intends to initiate
         construction of the Facility.

1.11     "Output" means the number of metric tons of Products and other
         lubricants, fuels, or salable products produced using the ProTerra(tm)
         Process in the Facility.

1.12     "Patents" means all of the patents and patent applications set forth in
         Schedule 1.12, and any and all continuations, divisions, reissues,
         extensions of life and other filings that Licensor may file with
         respect to such patents and patent applications.

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1.13     "Person" means any individual, corporation, partnership, association,
         trust or any other entity or organization, including a government or
         political subdivision or an agency or instrumentality thereof.

1.14     "Products" mean the base oil and other salable products produced by the
         Facility, including , fuel and asphalt flux or modifier.

1.15     "ProTerra Process(R)" shall mean the PROBEX propriety process for the
         production of high quality base oil, fuel oil and asphalt flux from
         used oil that sequentially embodies pretreatment and distillation and
         finishing stages as more fully defined in Schedule 1.15.

1.16     "Technical Information" means all Confidential Information, trade
         secrets, know-how, technology, methods, processes, designs, drawings,
         specifications, and other valuable information of whatever nature,
         whether confidential or not, and whether proprietary or not, which is
         now or in the future in the possession of Licensor and which is
         relevant to the design, construction or operation of a Facility using
         the Probex ProTerra Process and the Patents for the production of
         Products or other high quality lubricants, fuels or salable products
         from used oils or other lesser quality products, or for the sale,
         distribution, use, or testing of any Product.

1.17     "Technology" means the Patents, Technical Information, and Improvements
         as set forth in Section 2.2.

1.18     "Territory" means the world excluding the United States of America.

1.19     Other capitalized terms used and not otherwise defined herein shall
         have the meanings assigned thereto in the Shareholders Agreement.

2.       GRANT OF RIGHTS AND LICENSES

2.1      License Grant for Technology.

         (a)      License to Use Technology. Subject to Section 9 below,
                  Licensor hereby grants to Licensee a license to use the
                  Technology, in order to design, build, and operate Facilities
                  in the Territory, and to produce, distribute and sell the
                  Products.

         (b)      Exclusivity.

                  (i)      Subject to Section 9 below, the license granted in
                           sub-section (a) above is exclusive for Europe.
                           Accordingly, within Europe and during the term of
                           this

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                           Technology License Agreement, PROBEX shall not
                           directly or indirectly itself, invest in, manage,
                           operate, control, assist, counsel, or provide
                           services, technology, or intellectual property to any
                           Person that has activities related to the Technology
                           or , grant any license to any Person other than
                           Licensee, to use the Technology in any manner,
                           including to design, build and operate any Facility
                           or any site in Europe. The license granted in
                           subsection (a) above is non-exclusive in the
                           remainder of the Territory. However, it is agreed
                           that as, concerns Japan, this country shall not be
                           included in the Territory provided that PROBEX
                           successfully concludes its current negotiations with
                           a large national company based in Japan, and
                           commences basic engineering on a Facility in Japan
                           with that Company, prior to December 31, 2005. If
                           this provision is not satisfied on or before December
                           31, 2005, Japan will thereafter become a
                           non-exclusive Territory for the purposes of the
                           Agreement. PROBEX will deposit with OSILUB a sealed
                           envelop containing the name of the large
                           international company based in Japan, which OSILUB
                           agrees to open only after December 31, 2005.

                  (ii)     Subject to sub-section (iv) below, the exclusive
                           license granted in sub-section (i) above shall under
                           the following circumstances become a non-exclusive
                           license with respect to a country, other than France,
                           defined below:

                           If on a date commencing five years from the
                           Commissioning of Line 2 of the First Facility(or Line
                           1 if construction of Line 2 is not commenced within
                           one year after the Commissioning of Line 1), Licensor
                           has a New Project for a Facility in a particular
                           country subject to the exclusive license in which
                           Licensee does not have a New Project, it shall so
                           notify Licensee, in which case this License shall
                           become non-exclusive as to said country only, unless
                           with thirty days of receiving said notice, Licensee
                           shall notify Licensor that Licensee has a New Project
                           for a Facility in said country.

                  (iii)    Subject to sub-section (iv) below, for any part of
                           the Territory in which this license is non-exclusive
                           neither Licensee nor Licensor, subsequent to having
                           received a notice of a New Project from the other
                           party, shall in any manner participate in a Facility
                           which is within 200 kilometers of a New Project of
                           the other party. This obligation shall terminate as
                           provided in (iv) below.

                  (iv)     For purposes of each of sub-sections (ii) and (iii)
                           above a New Project shall cease to exist if
                           construction is not commenced with thirty months
                           after notification of the New Project by one party to
                           the other.

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                  (v)      For any New Project subject to Sub-section (ii) and
                           (iii) above Licensor and Licensee agree to negotiate
                           on a good faith basis the terms of an exclusive
                           license in favor of the Party initiating the New
                           Project, to use the Technology within the country in
                           which the New Project is located.

         (c)      Restrictions On Technology. Licensee shall not use the
                  Technology for any purpose other than those specified herein
                  without the prior written approval of Licensor. Subject to
                  applicable law, during the term of this Agreement neither
                  Licensee nor its Affiliates shall challenge or assist in the
                  challenge of the validity or enforceability of any claim of
                  any patent or application therefor included in the Technology.

         (d)      Right to Sub-License. Licensee shall have the right to grant
                  sublicenses for Facilities, other than for Facilities inside
                  France, provided that Licensee is either (i) owner of a
                  majority of the capital of the entity that owns the Facility
                  or (ii) has an operating/management contract under which
                  Licensee is responsible for the operations of the Facility.

         (e)      Facilities outside of France. For all Facilities outside of
                  France for which Licensee has the right to grant a sub-license
                  pursuant to Section 2.1(d) above, Licensee shall at the time
                  of organization of the sub-Licensee provide Licensor with the
                  right to acquire a direct equity position of 20%, or a lesser
                  percentage as PROBEX in its sole discretion shall elect on
                  terms no less favorable than those obtained by Licensee. This
                  obligation shall terminate at such time as Licensor ceases to
                  be an owner of Shares of Licensee.

         (g)      Government Approvals. Licensee shall be responsible for
                  obtaining, at its sole expense, all approvals, if any, of
                  governmental agencies and departments which are required in
                  connection with the execution, performance, validity or
                  enforceability of this Agreement.

         (h)      Non-Compete. During the term of this Agreement, and for one
                  year thereafter, neither Licensee nor any of its Affiliates
                  shall engage in any negotiations with any third party with a
                  view towards, or engage in, directly or indirectly, the
                  production, in the Territory of base oil made by re-refining
                  used lubricating oil.

         (i)      Right to change the Technology. Notwithstanding the preceding
                  sub-section and any other disposition of this Agreement,
                  Licensee shall be free to change, develop, modify, improve and
                  add to the Technology (collectively the "Changes"). The
                  ownership of such Changes shall be in accordance with Section
                  2.2.

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         (j)      Infringement by Licensee Technology. Licensee represents that
                  any technology provided by Licensee and used in conjunction
                  with the ProTerra Process to operate a Facility will not
                  infringe any third party rights in such technology.

         (k)      Feedstock. Licensor represents that used base lubricating oil
                  feedstock generally available in France and consistent with
                  the used oil provided by the Vivendi group to Probex to
                  process in its pilot plant during 2000, when processed in the
                  First Facility using the ProTerra Process will produce high
                  quality group II base oil (except with regard to sulfur
                  content).

2.2      Improvements. Each party shall promptly advise the other party of all
         Improvements created, discovered or developed, in whole or in part, by
         such first party, and at the latest upon commencement of commercial
         testing of such Improvement. Any Improvement made by Licensor, or made
         by a third party and to which Licensor has acquired rights therein by
         grant back or otherwise, shall remain the property of the Licensor and
         be included in the Technology. Any improvements made in whole or in
         part by Licensee, in accordance with section 2.2(iii) shall remain the
         property of the Licensee which shall have the sole and exclusive right
         to file and prosecute any patent applications and maintain any patents
         on such Improvements, worldwide, at its own expense. Licensee agrees to
         negotiate an appropriate royalty in consideration for which Licensor
         may obtain the non-exclusive right to license the improvements of
         Section 2.2 (iii) outside of the Exclusive Territory.

         For purposes of interpreting this Section 2.2, it is agreed that:

         (i)      Any Improvements in the ProTerra Process other than those
                  described in (ii) and (iii) below for purposes of optimizing
                  performance, whether made by Licensee or Licensor shall be
                  owned by the Licensor and shall be included in the Technology.

         (ii)     Any Improvements, made jointly by Licensor and Licensee
                  pursuant to a written agreement to collaborate on such
                  Improvement shall be jointly owned by Licensor and Licensee,
                  and shall be included in the Technology.

         (iii)    Any Improvement in the ProTerra Process ( as is more fully
                  described by the Black Book) which does not violate PROBEX
                  patents or patent applications and is developed by Licensee,
                  will be described in appropriate written detail by Licensee
                  when the Black Book is delivered and shall be the property of
                  the Licensee.

         (iv)     Any improvement unrelated to the ProTerra Process, shall be
                  the property of the party that develops such improvement.

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2.3    Line 2. Licensor acknowledges and agrees that the decision to construct
       Line 2 of the First Facility will be made by Licensee in its sole
       discretion.

3.     OBLIGATIONS OF LICENSOR

3.1    Delivery of the Technology. Within three months of signature of this
       Agreement, PROBEX will provide OSILUB in written form with all Technical
       Information and all relevant Confidential Information as well as
       non-confidential information concerning the construction and operation of
       the First Facility in the form of a "Black Book" as that term is used in
       the engineering profession, having the contents indicated in Schedule
       3.1. PROBEX will in a timely fashion provide any follow up information,
       coordination, comments and explanations required by the engineering
       contractor or OSILUB and necessary to accomplish the objectives of this
       Agreement and the Shareholders Agreement. Licensor will provide Licensee
       and its engineering contractor or other contractors access to all
       documentation, test units and other information that it possesses that is
       required for the performance of and related to this Agreement for the
       construction and operation of the First Facility. All such information
       may be in English, and shall be in metric units and will be complete. The
       Technical Information other than the "Black Book" will be delivered at
       Licensor's facilities in United States unless otherwise agreed. In this
       connection when reasonably needed, Licensor will dispatch to the First
       Facility and to the offices of the general contractor or sub-contractors
       in France all necessary (as determined by mutual agreement of the
       Parties) qualified engineering and technical personnel to collaborate in
       implementing and expediting the First Facility. Prior to the commencement
       of Commissioning Licensor shall provide Licensee with complete written
       documentation for the proper operation of the First Facility including,
       an instruction and operating manual for the operation and maintenance of
       the First Facility and the ProTerra Process.


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3.2    Initial Training and Technical Assistance. During the period commencing
       on the Effective Date and ending on the date of Commissioning of the
       First Facility, Licensor shall provide initial technical assistance to
       Licensee of qualified technicians and/or engineers of Licensor at
       Licensor's facilities in the United States or at the First Facility if
       Licensee so requests, in order to assist Licensee in designing, building
       and operating the First Facility and in producing and selling the
       Products.

3.3    Commissioning. Prior to and during the Commissioning procedures for the
       First Facility, Licensor will provide Licensee's personnel with all
       necessary training to enable them to properly operate the First Facility
       and the ProTerra Process.

3.4    Additional Training and Technical Assistance.

       (a)    In addition to the initial technical assistance described in
              Section 3.2 and 3.3 above, Licensor shall make available to
              Licensee, during the term of this Agreement and upon written
              request by Licensee, at Licensor's facilities in the United States
              or at a Licensee Facility if Licensee so requests, the services of
              qualified technicians and/or engineers of Licensor, in order to
              advise, instruct and train with respect to the use of the
              Technology and the production and sale of the Products, the
              operation of the First Facility and the design, construction and
              operation of other Facilities.

       (b)    Licensor shall also provide consultation and advice by telephone
              or facsimile, pursuant to reasonable inquiries made by Licensee in
              respect of the Technology.

3.5    Availability. The number of such personnel made available by Licensor
       under Sections 3.2, 3.3 and 3.4, as well as the dates of their
       availability, shall be decided by mutual agreement between Licensor and
       Licensee, arrived at in good faith.

3.6    Information and Literature. Licensor shall provide Licensee with
       operating instructions, maintenance manuals, catalogues, market
       information existing at the time of signature of this Agreement, and
       other descriptive literature with respect to the Technology and Products
       which Licensor has previously generated, as well as which Licensor
       otherwise generates during the term of this Agreement.


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4.     PAYMENTS AND ROYALTIES

4.1    Lump Sum Royalty. In consideration for the rights granted hereunder to
       Licensee to use the Technology, during the term of this Agreement
       including renewal period, Licensee agrees to pay Licensor a lump sum
       royalty which, for the First Facility only, shall include the performance
       of Licensors' services under Section 3.1 in an amount equal to Two
       Hundred Thousand US Dollars ($200,000) before VAT for the First Facility
       payable:

         o        50% on delivery of the Black Book (as defined in Section 3.1
                  above), and
         o        50% on completion of Commissioning of Line 1.

       Provided that if Licensor hires an engineering firm acceptable to
       Licensee on terms acceptable to Licensee, for the preparation of the
       Black Book, the lump sum royalty shall be payable :

         o        75% on delivery of the Black Book (as defined in Section 3.1
                  above), and
         o        25% on completion of Commissioning of Line 1.

       And a lump sum royalty in an amount equal to one hundred thousand dollars
       (US$100,000) before V.A.T. for any other Facility payable :

         o        50% on the signature of the sub-license agreement or the
                  commencement of basic engineering if there is no sublicense
                  agreement, and

         o        50% on completion of Commissioning.

4.2    Additional Royalty.

       (i)    In the event of the transfer of all of PROBEX Shares in OSILUB, as
              a result of either Section 5.4 Co-sale, or section 5.5 Change of
              control of PROBEX, of the Shareholders Agreement, PROBEX shall be
              entitled to, and Licensee shall pay a royalty equal to 2% of Net
              Sales of all Base Oil sold by each Facility, and

       (ii)   In the event of the transfer of all of PROBEX Shares in OSILUB as
              a result of Section 3.8 Fulfillment of Conditions of the
              Shareholders Agreement , PROBEX shall be entitled to, and Licensee
              shall pay a royalty equal to 1% of the Net Sales of Base Oil sold
              by the First Facility, and 2% of the Net Sales of Base Oil sold by
              all other Facilities, provided that if PROBEX transfers its Shares
              pursuant to Section 3.8 of the Shareholders Agreement due to its
              disagreement concerning the Budget for Phase 2, the royalty shall
              be 1% on the First Facility and on all other Facilities.

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       (iii)  In the event of the transfer of all of PROBEX Shares in OSILUB as
              a result of Section 5.6 (PROBEX Put) of the Shareholders
              Agreement, PROBEX shall be entitled to, and Licensee shall pay a
              royalty equal to 1% of the Net Sales of Base Oil sold by each
              Facility.

       (iv)   For any Facilities subject to the Additional Royalty, and which
              produce less than 65% yield of Base Oil, the Additional Royalty
              shall be calculated on 100% of the Net Sales of all Product
              whether or not Base Oil.

       (v)    The Additional Royalty shall cease to be due and payable for
              periods subsequent to January 1, 2023.

4.3    Technical Assistance Fee. In consideration of the training and technical
       assistance supplied by Licensor pursuant to Sections 3.2, 3.3 and 3.4
       above (collectively, "Technical Assistance"), Licensee shall pay to
       Licensor on an actual cost basis calculated by multiplying the actual
       Base Salary Hourly Rate cost of Licensee personnel, assigned to perform
       the Technical Assistance for each hour, or part thereof, that such
       personnel are directly engage in such services, which amount shall be
       payable quarterly within 30 days of receiving the corresponding invoice
       from Licensor. For Technical Assistance supplied by Licensor under
       Section 3.4 for Facilities other than the First Facility, Licensee or its
       sub-Licensee, as the case may be, shall pay reasonable rates to be
       mutually agreed between the parties. Licensee shall also bear all
       reasonable costs and expenses incurred in connection with such technical
       assistance whether for its own employees or those of Licensor, including
       international and local transportation, lodging, meals and living
       expenses. All transportation, lodging and meals furnished to Licensor's
       technical experts shall be of a class and quality consistent with their
       positions.

4.4    Payment of Royalties and Fees.

       (a)    All amounts payable by Licensee hereunder shall be paid in U.S.
              Dollars by wire transfer to Licensor at the bank account
              designated by Licensor in writing.

       (b)    If Licensee fails to make timely payment of any amount due
              hereunder, Licensee shall pay Licensor interest on such overdue
              amount until paid, at the rate for US three (3) month treasury
              notes, increased by two (2) percentage points.

       (c)    When the Additional Royalty is applicable, Licensee will, within
              thirty (30) days of the end of each calendar quarter, send to
              Licensor a statement signed by an officer of Licensee, indicating
              the Products produced and sold by Licensee in such quarter, the
              Net Sales and the calculation and payment of any royalty due.
              Licensor shall have the right at Licensor's expense and under
              reasonable conditions, to audit Licensee's

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              records relating to the Products produced and sold, the Net Sales
              and the calculation of royalty.

       (d)    During the term of any sub-license and for two (2) years
              thereafter, Sub-Licensees, subject to Additional Royalties under
              section 4.2 shall keep accurate books, records and data concerning
              the Products manufactured and sold by them and shall permit
              representatives of Licensor during normal business hours, upon
              reasonable notice, to examine Sub-Licensee's books, records and
              data for the purposes of verifying compliance with the terms and
              conditions of this Article 4, particularly the calculation of the
              amount of the royalty. The sub-license agreements must provide to
              Licensor the rights and benefits provided to Licensor under this
              Agreement.

       (e)    No part of any amount payable to Licensor hereunder may be reduced
              due to any counterclaim, set-off, adjustment or right which
              Licensee might have against Licensor, any other party or
              otherwise.

4.5    Payment of Taxes.

       (a)    Any value added taxes in the Territory now or hereafter imposed
              with respect to the transactions contemplated hereunder shall be
              paid by Licensee, and if paid or required to be paid by Licensor,
              the amount thereof shall be added to and become a part of the
              amounts payable by Licensee hereunder.

       (b)    If Licensee is required to withhold taxes from any amount payable
              by Licensee to Licensor hereunder, Licensee shall promptly provide
              Licensor (at no cost to Licensor) with such documents and
              assistance as Licensor may reasonably require in order to obtain a
              corresponding tax credit in the United States.


5.     CONFIDENTIALITY

5.1    Confidentiality Maintained. Licensee agrees that Licensor has a
       proprietary interest in its respective Confidential Information. During
       and after the term of this Agreement, all disclosures of Confidential
       Information to Licensee, its agents and employees shall be held in strict
       confidence by Licensee, its agents and employees and such disclosures
       shall not be used for any purpose not specifically authorized in this
       Agreement. Licensee shall disclose the Confidential Information only to
       those of its agents and employees to whom it is necessary in order
       properly to carry out their duties as limited by the terms and conditions
       hereof. During and after the term of this Agreement, Licensee shall not
       use the Confidential Information except for the purposes of exercising
       its rights and carrying out its duties hereunder. The provisions of this
       Section 5.1 shall also apply to any sub-licensees,


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       consultants or subcontractors that Licensee may engage in connection with
       its obligations under this Agreement.

5.2    Disclosure of Confidential Information by Licensee. Licensee shall ensure
       that any agent, employee, sub-licensee, consultant or subcontractor or
       any other Person to whom it may disclose the Confidential Information in
       accordance with Section 5.1 above shall undertake in writing not to use
       such Confidential Information in any manner or to disclose such
       Confidential Information to any person, except as permitted under the
       terms of this Agreement. At Licensor's written request, Licensee shall
       promptly deliver to Licensor a signed copy of such undertaking. In the
       event Licensee receives a subpoena or other validly issued administrative
       or judicial process requesting any portion of the Confidential
       Information of Licensor, Licensee shall promptly notify Licensor and
       tender to it defense of such demand, at Licensor's expense. Unless the
       demand shall have been timely limited, quashed or extended, Licensee
       shall thereafter be entitled to comply with such subpoena or other
       process to the extent permitted by law. If requested by Licensor to whom
       the defense has been tendered, Licensee shall cooperate (at the expense
       of Licensor) in the defense of a demand. Licensee agrees that the
       unauthorized disclosure or use of Licensor's Confidential Information may
       cause irreparable harm and significant and immeasurable injury.
       Accordingly, Licensee agrees that Licensor shall have the right to seek
       and obtain an injunction against any breach of this section without
       payment of a bond prior to entry of an order enjoining the disclosure or
       unauthorized use of Confidential Information.

5.3    Return of Confidential Information. Upon expiration or termination of
       this Agreement for any reason, Licensee shall, at Licensor's option,
       either (i) return to Licensor all copies of Licensor's Confidential
       Information in tangible (including electronic) form; or (ii) destroy all
       copies of Licensor's Confidential Information in tangible (including
       electronic) form which are not returned, and certify to Licensor that all
       such copies of such Confidential Information have been destroyed.

5.4    This Article 5 shall apply mutatis mutandis to all Licensee Confidential
       Information disclosed to Licensor.


6.     REPRESENTATIONS AND WARRANTIES OF LICENSEE

       Licensee hereby represents and warrants to Licensor as follows:

6.1    Corporate Organization and Authority. Licensee is a societe anonyme, duly
       organized and validly existing under the laws of France. This Agreement
       has been duly executed and


                                       13
<PAGE>


       delivered by Licensee and constitutes a valid and binding obligation of
       Licensee, enforceable against it in accordance with its terms.


7.     REPRESENTATIONS AND WARRANTIES OF LICENSOR

       Licensor hereby represents and warrants to Licensee as follows:

7.1    Corporate Organization and Authority. Licensor is a corporation, duly
       organized, validly existing and in good standing under the laws of the
       State of Delaware. This Agreement has been duly executed and delivered by
       Licensor and constitutes a valid and binding obligation of Licensor,
       enforceable against it in accordance with its terms.

7.2    Patents and Technical Information.

       (a)    Licensor owns or controls and has a proprietary interest in the
              Issued Patents and to its knowledge in the remainder of the
              Technology, and has the right and authority to license the
              Technology to Licensee in accordance with the terms of this
              Agreement.

       (b)    The Issued Patents listed in Schedule 1.12 are valid and in full
              force and effect.

       (c)    The Technology, if correctly applied by Licensee and where
              necessary adapted in accordance with the technical assistance
              rendered by Licensor under this Agreement, when utilized on used
              base lubricating oil feedstock generally available in France and
              consistent with the used oil provided by the Vivendi group to
              Probex to process in its pilot plant during 2000, will enable
              Licensee to design, build and Commission the First Facility
              utilizing the services of an engineering construction company and
              enable the Licensee to operate the First Facility and to produce
              the Products in accordance with the typical performance
              specifications as set forth in Schedule 7.2. Licensor shall not be
              responsible for any failure to fulfill the terms of this
              sub-section to the extent caused by Licensee changes,
              modifications, developments, and improvements to the Technology
              which have not been approved by Licensor.

       (d)    No third party has commenced or threatened proceedings against
              Licensor alleging that Licensor's use of any of the Technology or
              Licensor's sale of any products made or sold with the use of any
              of the Technology infringes that third party's intellectual or
              industrial property rights and Licensor has no knowledge of any
              patents or other intellectual property rights of a third party
              that may infringe the Technical Information. Licensor further
              represents and warrants that the Technology Information will not
              infringe any patent or intellectual property right of another
              Person.


                                       14
<PAGE>


8.     COVENANTS OF THE PARTIES.

8.1    Patent Validity. Licensor undertakes to pay all renewal and maintenance
       fees of the Patents. Should the validity of the Patents be contested
       Licensor shall defend such action at its expense, to the extent it is
       commercially reasonable. Licensor will be under no obligation to file for
       patents other than those listed in Schedule 1.12. Licensor at its cost
       will use its best efforts to prosecute to successful completion its
       patent applications listed in Schedule 1.12.

8.2    Infringements. Each party shall promptly notify the other party of any
       and all infringements, imitations, illegal uses or other misuses of the
       Technology, or threats thereof, of which it is aware. Licensee shall
       cooperate diligently in the prosecution of any action relating to the
       protection of the Technology in the Territory. If Licensor fails, after
       having been notified by Licensee for a period of one month to institute
       any proceedings or actions necessary to prevent any infringement as
       aforesaid which will interfere with or prejudice Licensee's operations
       hereunder, Licensee will be at liberty at its own cost to institute and
       prosecute actions or proceedings, if necessary, in the name of Licensor,
       and Licensee shall be entitled to retain any amounts recovered.

8.3    Indemnification.

       (a)    Licensor will indemnify Licensee against any loss, damage, or
              expense incurred by Licensee arising from any claims, actions, or
              proceedings brought by any Person alleging infringement by the
              Technology or other proprietary rights.

       (b)    Each party (the "Indemnifying Party") shall indemnify, hold
              harmless and defend the other party and their respective present
              and future directors, officers, employees and agents (each an
              "Indemnitee") from and against any and all claims, demands,
              losses, damages, liabilities, causes of action and expenses
              (including but not limited to costs of defense, mediation,
              settlement, and reasonable attorneys' fees), and including but not
              limited to, claims for death of or bodily injury to any person, or
              injury to or destruction of any property ("Losses"), if and to the
              extent such Losses directly or indirectly relate to or
              arise out of or in connection with (i) any negligent or willful
              act or omission of the Indemnifying Party, or their respective
              subcontractors, agents or employees relating to this Agreement or
              the transactions contemplated hereby, (ii) the breach of any
              warranty or other provision of this Agreement by the Indemnifying
              Party or their respective subcontractors, agents or employees, or
              (iii) the violation of governmental laws, regulations, guidelines,
              permits or orders by the Indemnifying Party, its Affiliates or
              their respective subcontractors, agents or employees relating to


                                       15
<PAGE>


              this Agreement or the transactions contemplated hereby, or (iv)
              any indemnification undertaking provided for in this Agreement.

       (c)    Any party seeking indemnification hereunder (the "Indemnitee")
              shall promptly notify the other party hereto obligated to provide
              indemnification hereunder (the "Indemnifying Party") of any
              action, suit, proceeding, or demand, (a "Third Party Claim") with
              respect to which the Indemnitee claims indemnification hereunder,
              provided that failure of the Indemnitee to give such notice shall
              not relieve any Indemnifying Party of its obligations under this
              Article 8 except to the extent, that the Indemnifying Party
              demonstrates that the defense of the Third Party Claim is
              materially damaged as a result of such failure to give notice.
              Except for criminal proceedings, upon receipt of such notice from
              the Indemnitee, the Indemnifying Party may appoint lead counsel of
              such defense with a recognized reputable counsel reasonably
              acceptable to the Indemnified Party provided that prior to
              assuming control of such defense it shall first verify to the
              Indemnified Party in writing, that Indemnifying Party shall be
              fully responsible, without reservation for all liabilities and
              obligations relating to such claim for indemnification.

       (d)    The Indemnitee shall retain the right to employ its own counsel
              and to participate in the defense of any Third Party Claim, the
              defense of which has been assumed by the Indemnifying Party
              pursuant hereto, but the Indemnitee shall bear and shall be solely
              responsible for its own costs and expenses in connection with such
              participation incurred subsequent to the date the Indemnifying
              Party effectively assumes control of such defense.

       (e)    In the event the Indemnifying Party does not accept the defense of
              any Third Party Claim as provided above, the Indemnitee shall have
              the full right to defend such Third Party Claim and shall be
              entitled to negotiate, compromise and settle such Third Party
              Claim, provided, however, that no Indemnitee shall be entitled to
              settle any Third Party Claim without the Indemnifying Party's
              prior written consent unless as part of such settlement (i) the
              Indemnifying Party is released in writing from all liability with
              respect to such Third Party Claim, (ii) there is no finding or
              admission of violation of any law, rule, or regulation or any
              violation of the rights of any person, and (iii) the sole relief
              provided is monetary damages that are paid in full by the
              Indemnifying Party.

       (f)    In any event, the Indemnitee and the Indemnified Party shall
              reasonably cooperate with each other in the defense of any matter
              arising under this section.

       (g)    If the Indemnifying Party has assumed control of the defense of a
              Third Party claim, it may negotiate, settle and compromise such
              claims provided that notwithstanding


                                       16
<PAGE>


              the foregoing, no Indemnifying Party shall be entitled to settle
              any Third Party Claim without the Indemnitee Party's prior written
              consent unless as part of such settlement (i) the Indemnitee is
              released in writing from all liability with respect to such Third
              Party Claim, (ii) there is no finding or admission of violation of
              any law, rule, or regulation or any violation of the rights of any
              person, and (iii) the sole relief provided is monetary damages
              that are paid in full by the Indemnifying Party

       (h)    In the event one party hereunder should have a claim for
              indemnification that does not involve a Third Party Claim, the
              party seeking indemnification shall promptly send notice of such
              Claim to the other party; provided that failure to give such
              notice shall not relieve any Indemnifying Party of its obligations
              under this Article 8 except to the extent, if at all, that such
              Indemnifying Party shall have been prejudiced thereby.

8.4    Communications. Neither party nor any of their respective Affiliates
       shall make or issue any public statement or announcement with respect to
       the transactions contemplated herein without the prior approval of the
       other party. In the event, however, that legal counsel for any party is
       of the opinion that a public statement or announcement is required by law
       or by the rules of any stock exchange, then such party may issue a public
       statement or announcement limited solely to that which such legal counsel
       reasonably considers to be required by law or such rules; provided,
       however, that to the extent feasible, such party will notify the other
       party and attempt to obtain the prior approval of the other party.

8.5    Registration: Licensor shall at its own cost be responsible for filing,
       prosecuting and defending all proceedings for the registration,
       cancellation or revocation of all patents, and shall pay all filing and
       renewal fees.

8.6    Limitation of Indemnification

       (a)    Licensor's obligation of indemnification shall be subject to the
              following limitations:

              (i)    in the event that any Patent is declared invalid, or if the
                     validity is contested, the total amount of Losses subject
                     to indemnification shall be limit to US$100,000.

              (ii)   in the event that Representation and Warranty contained in
                     Section 7.2 (c) and 2.1(k)is breached, inexact or not
                     respected, Licensor's liability shall be limited to
                     providing Licensee up to 2080 man hours of the services of
                     Licensors' engineers and technicians for the purpose of
                     making appropriate modifications of the First Facility in
                     order that such Facility meet specifications.


                                       17
<PAGE>


              (iii)  in the event of a breach of Sections 7.2(d), 8.2 and for
                     Losses indemnified under Section 8.3(a), or in the event
                     any Patent is determined to infringe the patent of any
                     third party, Licensor's liability for Losses shall be
                     limited to (50%) fifty percent of any dividends or
                     Additional Royalties that Licensor is entitled to receive
                     from Licensee or any sub-licensee during the period ending
                     five years from the Commissioning of Line 2(or Line 1 if
                     construction of Line 2 is not commenced within one year
                     after the Commissioning of Line 1), of the First Facility.

       (b)    Licensee's obligation of indemnification of breach of its
              Representations and Warranties contained in Section 6 hereunder
              shall be limited to a total amount of US$10,000.

       (c)    With respect to any breach for which indemnification is provided
              pursuant to this section 8.6, such indemnities shall not be
              cumulative and shall constitute the sole remedy available to the
              injured Party under this Agreement or at law.

8.7    EXPORT REGULATIONS

       It is agreed that the exportation of Licensor's Technical Information
       will be subject to the applicable Export Control Regulations of the
       United States Government and that distribution of that information must
       be in accordance with such Regulations. Notwithstanding anything to the
       contrary in this Agreement, Licensee will not directly or indirectly
       export (or re-export) any of the Technology, or permit the export of
       same: (a) into (or to a national or resident of) any country to which the
       United States has embargoed such goods; (b) to anyone on the U.S.
       Treasury Department's list of Specially Designated Nationals, List of
       Specially Designated Terrorists or List of Specially Designated Narcotics
       Traffickers, or the U.S. Commerce Department's Denied Parties List; or
       (c) to any country or destination for which the United States government
       or a United Stares governmental agency requires an export license or
       other approval for export without first having obtained such license or
       other approval.


9.     MISCELLANEOUS

9.1    Term and Termination

       (a)    This Agreement shall come into effect on the Effective Date, and
              it shall remain in effect for an initial period of twenty (20)
              years following the Effective Date unless otherwise terminated
              pursuant to the terms of this agreement. It will automatically be
              renewed for an unlimited number of additional periods of ten (10)
              years each

                                       18
<PAGE>


              unless the Licensee gives notice to the Licensor if its intention
              not to renew, at least three months prior to the date of
              expiration. Notwithstanding the foregoing, this Agreement shall
              cease to have any effect with respect to any Patent, if such
              Patent expires, is abandoned, is dedicated to the public or is
              held invalid by any court of competent jurisdiction.

       (b)    In the event of a breach of this Agreement, by Licensee, Licensor
              shall be entitled to exercise the rights and remedies provided for
              herein or otherwise available under French law. In the event of
              expiration, termination, or extinguishment of this Agreement for
              any reason, the Licensee and its sub-licensees shall have the
              absolute right to continue to use the Technology in any Facility
              already Commissioned and in any Facility for which basic
              engineering has commenced (collectively the "Continuing
              Facilities"), and Licensee shall continue to pay Additional
              Royalties as provided herein.

       (c)    Upon expiration or termination of this Agreement for any reason,
              Licensee shall promptly: (i) other than for Continuing Facilities,
              cease to produce and sell the Products and, more generally, cease
              to use any part of the Technology; (ii) return to Licensor all
              written or printed materials containing any Technical Information
              disclosed by Licensor other than as needed to operate Continuing
              Facilities; and (iii) pay to Licensor all sums due by Licensee
              hereunder. Notwithstanding the above, Licensee shall be entitled
              to sell any of the Products produced but not sold on the date of
              termination or expiration.

       (d)    This Agreement shall terminate in the event of the dissolution,
              insolvency or bankruptcy of the Licensee under the laws of the
              Republic of France; provided, however, that the termination shall
              not apply to any Facility already commissioned or a New Project
              which has been notified to Licensor prior to the date of
              termination, provided construction for that New Project occurs
              within 2 years of the date of termination.

       (e)    Provided that the Facility is constructed and that failure to
              achieve Commissioning is not primarily due to the fault of
              Licensor or the Technology, in the event that no Facility or Line
              of a Facility has been Commissioned by June 30, 2006, then
              Licensor, in its sole discretion, shall have the option to
              terminate this Agreement upon delivery of written notice to such
              effect to the Licensee; provided, however, that the termination
              shall not apply to any New Project which has begun by such date,
              provided that construction for that New Project occurs within 2
              years of the date of termination. Notwithstanding anything to the
              contrary in this section 9.1(e), if a Facility has not been
              constructed by June 30, 2008, then Licensor shall have the right

                                       19
<PAGE>


              in its sole discretion to terminate this Agreement upon delivery
              of written notice to such effect to the Licensee.

       (f)    This Agreement shall terminate in the event that the Licensee is
              put into dissolution due to the failure to fulfill the
              Commencement Conditions set forth in section 3.8 of the
              Shareholders Agreement.

9.2    Force Majeure.

       (a)    The obligations of a party shall be suspended pro tanto upon the
              occurrence of any event of force majeure as defined in this
              Section;.

       (b)    The party asserting suspension based on force majeure shall
              promptly notify the other party in writing. Thereafter, the
              parties shall cooperate as necessary to mitigate the effects of
              force majeure.

       (c)    Force majeure shall mean any act beyond the control of a party
              that has the effect of preventing the performance by that party of
              one or more of its obligations under this Agreement, including,
              but not limited to, fires, floods, earthquakes, other natural
              disasters, war, riots, strikes, power interruptions, lockouts,
              civil unrest, civil commotion, insurrection, revolution or
              governmental action or inaction.

9.3    Entire Agreement. This Agreement and the Shareholders Agreement
       constitutes the entire agreement between the parties with respect to the
       subject matter hereof and supersedes and annuls all previous
       communications, agreements or understandings between them with respect to
       the subject matter hereof. The entire agreement includes the Shareholders
       Agreement and any previously executed Confidentiality Agreements,
       provided that PROBEX hereby agrees that all such Confidentiality
       Agreements shall be governed by French law so long as all third parties
       to such Agreements likewise consent in writing to be bound by French law,
       and, in such case, shall be subject to the exclusive jurisdiction of the
       competent courts of Paris, France. In the event that any third party to
       the Confidentiality Agreements refuses to consent in writing to be so
       bound, then the Confidentiality Agreements as applicable to said non
       consenting third party shall continue to be governed by the Laws of the
       State of Texas and shall be subject to the jurisdiction of the courts
       provided for therein.


9.4    Amendments. This Agreement may be modified or amended only by a written
       instrument duly signed by the parties hereto.


                                       20
<PAGE>


9.5    Severability. If any provision contained in this Agreement is determined
       to be void, illegal, or unenforceable, in whole or in part, then the
       other provisions contained herein shall remain in full force and effect
       as if the provision which was determined to be void, illegal, or
       unenforceable had not been contained herein.

9.6    Relationship of the Parties. Nothing contained in this Agreement shall
       create or be deemed to create a partnership or relationship of
       principle/agent, employer/employee or joint venturers between the
       parties.

9.7    Assignment. Licensee shall not assign this Agreement in whole or in part,
       without the prior written consent of Licensor.

9.8    Notices. All notices and other communications hereunder shall be in
       writing and shall be deemed given if delivered personally or upon receipt
       if by facsimile transmission or mailed by registered or certified mail
       (return receipt requested), postage prepaid, to the parties at the
       following addresses (or at such other address for a party as shall be
       specified by like notice; provided, that notices of a change of address
       shall be effective only upon receipt thereof):

       (a)    To Licensor, as follows:

              Probex Corp.
              15510 Wright Bros. Drive
              Addison, Texas 75001
              U.S.A.
              Attn: 00 1 97 27 88 47 72
              Facsimile:  00 1 97 29 80 85 45

         and

       (b)    To Licensee, as follows:

              Osilub
              91 rue de la Paix
              76410 Saint Aubin les Elbeuf
              France
              Attn: 33 1 34 97 25 33
              Facsimile: 33 1 34 97 25 32

9.9    Language. All written material, correspondence, Technical Information,
       notices and oral assistance supplied by Licensor hereunder shall be in
       the English language,and when


                                       21
<PAGE>


       supplied by Licensee shall be in the French language unless Licensee in
       its sole discretion determines to use the English language.

9.10   Applicable Law; Jurisdiction. This Agreement shall be governed by and
       construed in accordance with the substantive laws of France applicable to
       contracts executed and to be performed within France and without regard
       to the conflicts-of-laws rules of France. Any dispute, claim, controversy
       or litigation which may arise from the present agreement will be
       submitted to the exclusive jurisdiction of the Tribunal de Grande
       Instance or other competent court of Paris, France, including matters of
       guaranty or warranty and claim made by interpleader or third party
       complaint.

9.11   No Corrupt Practices. Each party agrees that it will not transfer money
       or anything of value, or offer or promise any such transfer, or authorize
       any of the foregoing to (i) any official political party, party official,
       or candidate for political office, or (ii) any third party knowing or
       believing that such third party will pass through such value, in whole or
       in part, to any official political party, party official, or candidate
       for political office, in order to secure any improper advantage in
       connection with this Agreement or the transactions contemplated hereby.

9.12   Execution in Counterparts

       Each text of this Agreement may be executed in any number of
       counterparts, each of which shall be deemed to be an original and all of
       which taken together shall constitute but one and the same instrument.
       Delivery of an executed counterpart of a signature page of this Agreement
       by telecopier shall be effective as delivery of a manually executed
       counterpart of this Agreement.


                                       22
<PAGE>



       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
       duly executed in two (2) originals on the date first written above.





 PROBEX                                        OSILUB
 By:                                           By:
    ------------------------------                 ---------------------------
 Its:                                          Its:
     -----------------------------                 ---------------------------











                                       23
<PAGE>







                                LIST OF SCHEDULES



         Schedule 1.12           List of the Patents

         Schedule 1.15           ProTerra Process

         Schedule 3.1            Table of Contents of "Black Book"

         Schedule 7.2            Typical Performance Specifications




                                       24