EXHIBIT 10.30.2


                               SECURITY AGREEMENT

         THIS SECURITY AGREEMENT ("Agreement"),  dated as of September 13, 2001,
is by and between Probex Corp., a Delaware  corporation  ("Debtor"),  and Single
Spur Investments, LLC ("Secured Party").


                                    RECITALS:

         A.  Concurrently  with  the  execution  of this  Agreement,  Debtor  is
executing  that  certain  Secured  Promissory  Note  in the  original  aggregate
principal amount of $500,000, in favor of Secured Party (as amended, restated or
modified, the "Note").

         B. The  execution  and  delivery of this  Agreement  is required by the
terms of the Note and is a condition to its effectiveness.

         NOW  THEREFORE,  in  consideration  of the  premises and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

                          Security Interest and Pledge

         Section 1.1 Security  Interest and Pledge.  As collateral  security for
the prompt payment in full,  when due, of all of the  obligations,  indebtedness
and liabilities of Debtor to Secured Party arising  pursuant to or in connection
with the Note or this  Agreement,  whether now  existing or  hereafter  arising,
whether direct, indirect, fixed, contingent,  liquidated,  unliquidated,  joint,
several,  or joint and  several,  Debtor  hereby  pledges  and grants to Secured
Party,  a fourth  priority  security  interest in and to all of Debtor's  right,
title and interest in and to the  following  (such  property  being  hereinafter
sometimes called the "Collateral"):

         (a) all accounts, accounts receivable,  documents, instruments, chattel
paper, and general  intangibles of Debtor and all products and proceeds thereof;
and

         (b) all equipment, inventory, machinery, and fixtures of Debtor and all
accessions thereto and all products and proceeds thereof;

provided, however, the Collateral shall exclude (i) all Intellectual Property of
Debtor and its  subsidiaries  (for  purposes  of this  Agreement,  "Intellectual
Property"  means,  with respect to any entity,  proprietary  information,  trade
secret or knowledge,  including,  without limitation,  confidential information,
patents, trademarks,  service marks, inventions,  products, designs, development
techniques,   methods,  know-how,   techniques,   systems,  processes,  software
programs, works of authorship, formulae and any other information of a technical
nature),  and (ii) all collateral  evidenced by that certain Security Agreement,
dated as of November 29,  2000,  by and between  Probex  Fluids  Recovery,  Inc.
("PFR"),  a wholly-owned  subsidiary of the Debtor, and Wilmington Trust Company
("WTC"),  as  collateral  agent  for the  holders  of  PFR's 7%  Senior  Secured
Convertible Notes Due November 2004, which includes,  but is not limited to, all
accounts, accounts receivable,  documents,  instruments,  chattel paper, general



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intangibles,  equipment,  inventory,  machinery, and fixtures and all accessions
thereto and all products and proceeds  thereof of PFR, and all capital  stock of
PFR evidenced by that certain Pledge  Agreement,  dated as of November 29, 2000,
by and between the Debtor and WTC and  acknowledged  by PFR  (collectively,  the
"PFR Assets"), all of which are subject to a lien and security interest in favor
of the holders of PFR's 7% Senior Secured Convertible Notes Due November 2004.

         Section 1. 2  Obligations.  The  Collateral  shall secure the following
obligations,  indebtedness  and liabilities of Debtor (all such  obligations and
indebtedness being hereinafter sometimes called the "Obligations"):

         (a) the  obligations  and  indebtedness  of  Debtor  to  Secured  Party
evidenced by the Note;

         (b)  all  costs  and  expenses,   including,  without  limitation,  all
reasonable  attorneys'  fees and legal  expenses,  incurred by Secured  Party to
preserve and maintain the Collateral,  collect the obligations herein described,
and enforce this Agreement;

         (c) all extensions, renewals and modifications of any of the foregoing.

                         Representations and Warranties

         To induce Secured Party to enter into this Agreement, Debtor represents
and warrants to Secured Party that:

         Section  2.1 Title.  Except for the  first,  second and third  priority
security  interests  granted  to the  secured  parties  named in  those  certain
Security  Agreements dated February 20, 2001 and July 13, 2001, and that certain
Intercreditor and Security Agreement dated September 7, 2001,  respectively (the
"Prior Secured Parties"), and the security interest granted herein, Debtor owns,
and with respect to the Collateral  acquired after the date hereof,  Debtor will
own, the  Collateral  free and clear of any lien,  security  interest,  or other
encumbrance.

         Section 2.2  Accounts.  Unless  Debtor has given  Secured Party written
notice  to the  contrary,  whenever  the  security  interest  granted  hereunder
attaches to an account, Debtor shall be deemed to have represented and warranted
to Secured  Party as to each and all of its  accounts  that (i) each  account is
genuine and in all respects what it purports to be, (ii) each account represents
the legal,  valid,  and  binding  obligation  of the account  debtor  evidencing
indebtedness  unpaid  and  owed  by  such  account  debtor  arising  out  of the
performance  of labor or  services  by  Debtor  or the sale or lease of goods by
Debtor,  (iii) the amount of each  account  represented  as owing is the correct
amount  actually and  unconditionally  owing  except for normal trade  discounts
granted in the ordinary  course of  business,  and (iv) no account is subject to
any offset, counterclaim, or other defense.

         Section 2.3  Financing  Statements.  No financing  statement,  security
agreement,  or other lien instrument  covering all or any part of the Collateral
is on file in any public  office,  except as may have been filed in favor of the
collateral  agents for the Prior Secured Parties,  and Secured Party pursuant to
this Agreement.


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         Section 2.4  Organization  and Authority.  Debtor is a corporation duly
organized, validly existing, and in good standing under the laws of its state of
incorporation. Debtor has the corporate power and authority to execute, deliver,
and perform this Agreement, and the execution, delivery, and performance of this
Agreement by Debtor has been authorized by all necessary corporate action on the
part of Debtor and does not and will not violate any law,  rule or regulation or
the certificate of  incorporation  or bylaws of Debtor and does not and will not
conflict  with,  result  in a breach  of,  or  constitute  a  default  under the
provisions of any indenture,  mortgage,  deed of trust,  security agreement,  or
other instrument or agreement pursuant to which Debtor or any of its property is
bound.

         Section  2.5  Principal  Place  of  Business.  The  principal  place of
business and chief executive office of Debtor, and the office where Debtor keeps
its books and records, is located at the address of Debtor shown beside its name
on the signature page hereof.

         Section 2.6  Location of  Collateral.  All  inventory,  machinery,  and
equipment of Debtor are located in Dallas County or Denton County, Texas.

                       Affirmative and Negative Covenants

         Debtor covenants and agrees with Secured Party that:

         Section 3.1  Maintenance.  Debtor shall maintain the Collateral in good
operating  condition and repair and shall not permit any waste or destruction of
the  Collateral  or any  part  thereof.  Debtor  shall  not  use or  permit  the
Collateral to be used in violation of any law or  inconsistently  with the terms
of any policy of insurance.  Debtor shall not use or permit the Collateral to be
used in any  manner  or for any  purpose  that  would  impair  the  value of the
Collateral or expose the Collateral to unusual risk.

         Section 3.2 Encumbrances. Debtor shall not create, permit, or suffer to
exist, and shall defend the Collateral against, any lien, security interest,  or
other  encumbrance on the Collateral  except the pledge and security interest of
the Prior Secured Parties and Secured Party hereunder, and shall defend Debtor's
rights in the Collateral and Secured Party's security interest in the Collateral
against the claims of all others, except the Prior Secured Parties.

         Section 3.3  Modification  of  Collateral.  Debtor  shall do nothing to
impair the rights of Secured Party in the Collateral.  Without the prior written
consent of Secured  Party,  Debtor shall not grant any extension of time for any
payment with respect to the Collateral,  or compromise,  compound, or settle any
of the  Collateral,  or release in whole or in part any person or entity  liable
for payment with respect to the Collateral,  or allow any credit or discount for
payment with respect to the Collateral other than normal trade discounts granted
in the ordinary course of business,  or release any lien, security interest,  or
assignment  securing the  Collateral,  or  otherwise  amend or modify any of the
Collateral.


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<PAGE>

         Section  3.4 Sale of  Collateral.  Debtor  shall not sell,  assign,  or
otherwise  dispose  of the  Collateral  or any part  thereof  without  the prior
written consent of Secured Party,  other than in the ordinary course of business
of Debtor and its subsidiaries.

         Section 3.5 Further Assurances. At any time and from time to time, upon
the request of Secured  Party,  and at the sole expense of Debtor,  Debtor shall
promptly execute and deliver all such further instruments and documents and take
such further action as Secured Party may deem reasonably  necessary or desirable
to preserve and perfect their security  interest in the Collateral and carry out
the provisions and purposes of this Agreement,  including,  without  limitation,
the  execution  and filing of such  financing  statements  as Secured  Party may
require. A carbon,  photographic,  or other reproduction of this Agreement or of
any  financing  statement  covering the  Collateral or any part thereof shall be
sufficient as a financing statement and may be filed as a financing statement.

         Section 3.6 Risk of Loss;  Insurance.  Debtor shall be responsible  for
any loss of or damage to the Collateral. Debtor shall maintain, with financially
sound and reputable  companies,  insurance  policies (i) insuring the Collateral
against loss by fire,  explosion,  theft, and such other risks and casualties as
are  customarily  insured  against by  companies  engaged in the same or similar
business,  and (ii) insuring Debtor, the Prior Secured Parties and Secured Party
against  liability  for  personal  injury and  property  damage  relating to the
Collateral and the operation of Debtor's  business,  such policies to be in such
amounts and covering such risks as are customarily  insured against by companies
engaged in the same or similar  business,  with  losses  payable to Debtor,  the
Prior Secured Parties and Secured Party as their respective  priority  interests
may appear.  All insurance with respect to the Collateral  shall provide that no
cancellation,  reduction  in  amount,  or change in  coverage  thereof  shall be
effective  unless  Secured  Party has  received  thirty (30) days prior  written
notice  thereof.  Debtor shall  deliver to Secured Party copies of all insurance
policies covering the Collateral or any part thereof upon request.  In addition,
Debtor shall cause Probex  Fluids  Recovery,  Inc., a Delaware  corporation  and
Debtor's wholly-owned subsidiary, to maintain insurance policies in such amounts
and covering such risks as are customarily  insured against by companies engaged
in the same or similar business.

         Section 3.7 Warehouse  Receipts  Non-Negotiable.  Debtor agrees that if
any  warehouse  receipt,  or receipt in the nature of a  warehouse  receipt,  is
issued with respect to any of its inventory,  such warehouse receipt, or receipt
in the  nature  thereof,  shall  not be  "negotiable"  (as such  term is used in
Section 7-104 of the Uniform Commercial Code as adopted by the State of Texas).

         Section 3.8  Inspection  Rights.  Debtor shall permit Secured Party and
its representatives to examine or inspect the Collateral wherever located and to
examine, inspect, and copy Debtor's books and records at any reasonable time and
as often as Secured Party may desire.

         Section  3.9  Taxes.  Debtor  agrees  to  pay  or  discharge  prior  to
delinquency  all taxes,  assessments,  levies,  and other  governmental  charges
imposed on it or its  property,  except  Debtor  shall not be required to pay or
discharge any tax,  assessment,  levy, or other  governmental  charge if (i) the
amount or  validity  thereof  is being  contested  by  Debtor  in good  faith by
appropriate proceedings diligently pursued, (ii) such proceedings do not involve
any risk of sale, forfeiture, or loss of the Collateral or any interest therein,
and (iii) adequate  reserves  therefor have been  established in conformity with
generally accepted accounting principles.


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<PAGE>

         Section  3.10  Obligations.  Debtor shall duly and  punctually  pay and
perform the Obligations.


         Section 3.11  Notification.  Debtor shall promptly notify Secured Party
of (i) any lien,  security  interest,  encumbrance,  or claim made or threatened
against the Collateral,  (ii) any material change in the Collateral,  including,
without limitation,  any material damage to or loss of the Collateral, and (iii)
the  occurrence or existence of any Event of Default (as defined in the Note) or
the  occurrence or existence of any condition or event that,  with the giving of
notice or lapse of time or both, would be an Event of Default.

         Section  3.12  Corporate  Changes.  Debtor  shall not  change its name,
identity,  or corporate  structure  in any manner that might make any  financing
statement filed in connection with this Agreement  seriously  misleading  unless
Debtor  shall have given  Secured  Party thirty (30) days prior  written  notice
thereof and shall have taken all action deemed reasonably necessary or desirable
by Secured Party to make each  financing  statement  not  seriously  misleading.
Debtor shall not change its principal place of business, chief executive office,
or the place  where it keeps its books and  records  unless it shall  have given
Secured Party thirty (30) days prior written notice thereof and shall have taken
all action  deemed  reasonably  necessary or desirable by Secured Party to cause
the  security  interest in the  Collateral  to be  perfected  with the  priority
required by this Agreement.

         Section 3.13 Books and Records; Information. Debtor shall keep accurate
and  complete  books and records of the  Collateral  and  Debtor's  business and
financial condition in accordance with generally accepted accounting  principles
consistently  applied.  Debtor shall from time to time at the request of Secured
Party deliver to Secured Party such  information  regarding the  Collateral  and
Debtor,  to the  extent  publicly  disclosed,  as Secured  Party may  reasonably
request, including, without limitation, lists and descriptions of the Collateral
and evidence of the identity and existence of the Collateral.  Debtor shall mark
its books and records to reflect the  security  interest of Secured  Party under
this Agreement.

         Section 3.14  Compliance  with  Agreements.  Debtor shall comply in all
material  respects with all mortgages,  deeds of trust,  instruments,  and other
agreements binding on it or affecting its properties or business.

         Section  3.15  Compliance  with  Laws.  Debtor  shall  comply  with all
applicable  laws,  rules,  regulations,  and orders of any court or governmental
authority.

         Section 3.16 Location of  Collateral.  Debtor shall not move any of its
equipment,  machinery,  or inventory from the locations specified herein without
the prior written consent of Secured Party.

         Section 3.17 Intellectual  Property.  So long as any of the Obligations
remain  outstanding,  Debtor shall not create,  permit,  or suffer to exist, any
lien, security interest, or other encumbrance on, and shall not sell, assign, or
otherwise dispose of, the Intellectual  Property, in any case, without the prior
written  consent of Secured Party;  provided,  however,  the foregoing shall not
limit  the  Debtor's  or its  subsidiaries'  ability  to  license  or  otherwise
distribute  the  Intellectual  Property while  retaining its ownership  interest
therein.


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                       Rights of Secured Party and Debtor

         Section 4.1 Power of Attorney.  DEBTOR HEREBY  IRREVOCABLY  CONSTITUTES
AND APPOINTS SECURED PARTY AND ANY OFFICER OR AGENT THEREOF,  WITH FULL POWER OF
SUBSTITUTION,  AS ITS TRUE AND  LAWFUL  ATTORNEY-IN-FACT  WITH FULL  IRREVOCABLE
POWER AND  AUTHORITY  IN THE PLACE AND STEAD AND IN THE NAME OF DEBTOR OR IN ITS
OWN NAME, FROM TIME TO TIME IN SECURED PARTY'S  DISCRETION,  TO TAKE ANY AND ALL
ACTION  AND TO  EXECUTE  ANY AND ALL  DOCUMENTS  AND  INSTRUMENTS  WHICH  MAY BE
NECESSARY OR DESIRABLE TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT.  THIS POWER
OF  ATTORNEY  IS A POWER  COUPLED  WITH AN  INTEREST  AND SHALL BE  IRREVOCABLE.
Secured  Party shall not be under any duty to exercise or withhold  the exercise
of any of the rights,  powers,  privileges,  and options expressly or implicitly
granted  to  Secured  Party in this  Agreement,  and shall not be liable for any
failure to do so or any delay in doing so. Secured Party shall not be liable for
any act or  omission  or for any error of judgment or any mistake of fact or law
in its individual capacity or in its capacity as attorney-in-fact except acts or
omissions  resulting  from its  willful  misconduct.  This power of  attorney is
conferred on Secured Party solely to protect, preserve, and realize upon Secured
Party's security interest in the Collateral.

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

                                     Default

         Section 5.  Rights and  Remedies.  If any event of default  shall occur
under  either the Note or this  Agreement,  Secured  Party shall have all of the
rights and  remedies of secured  parties  under the Uniform  Commercial  Code as
adopted by the State of Texas as well as any other rights and remedies permitted
under or provided by  applicable  law,  subject in all respects to the rights of
the Prior Secured Parties.

                                  Miscellaneous

         Section 6.1 No Waiver;  Cumulative Remedies.  No failure on the part of
Secured Party to exercise and no delay in  exercising,  and no course of dealing
with respect to, any right,  power,  or  privilege  under this  Agreement  shall


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operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
right,  power, or privilege under this Agreement  preclude any further  exercise
thereof or the exercise of any other right, power, or privilege.  The rights and
remedies  provided for in this Agreement are cumulative and not exclusive of any
rights and remedies provided by law.

         Section 6.2  Successors and Assigns.  This  Agreement  shall be binding
upon and inure to the benefit of Debtor and Secured  Party and their  respective
heirs, personal representatives,  successors and assigns, except that Debtor may
not assign any of its rights or  obligations  under this  Agreement  without the
prior written consent of Secured Party.

         Section 7.3 Amendment;  Entire Agreement.  THIS AGREEMENT  EMBODIES THE
FINAL,  ENTIRE  AGREEMENT  AMONG THE PARTIES  HERETO AND  SUPERSEDES ANY AND ALL
PRIOR COMMITMENTS,  AGREEMENTS,  REPRESENTATIONS,  AND  UNDERSTANDINGS,  WHETHER
WRITTEN  OR  ORAL,  RELATING  TO  THE  SUBJECT  MATTER  HEREOF  AND  MAY  NOT BE
CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OR DISCUSSIONS OF THE PARTIES  HERETO.  THERE ARE NO ORAL  AGREEMENTS
AMONG THE PARTIES  HERETO.  The  provisions of this  Agreement may be amended or
waived only by an instrument in writing signed by the parties hereto.

         Section 7.4 Notices. All notices and other communications  provided for
in this Agreement  shall be given or made in writing and  telecopied,  mailed by
certified mail return receipt requested,  or delivered to the intended recipient
at the "Address for Notices"  specified  beside its name on the signature  pages
hereof; or, as to any party at such other address as shall be designated by such
party in a notice to the other  party  given in  accordance  with this  Section.
Except as otherwise provided in this Agreement, all such communications shall be
deemed to have  been  duly  given  when  transmitted  by  telecopy,  subject  to
telephone  confirmation of receipt, or when personally delivered or, in the case
of a mailed notice,  three (3) days business days after deposit in the mails, in
each case given or addressed as aforesaid.

         Section 7.5 Applicable Law; Venue;  Service of Process.  THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF
TEXAS AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

         Section 7.6 Counterparts.  This Agreement may be executed in any number
of  counterparts,  each of which shall be deemed an  original,  but all of which
together shall constitute one and the same agreement.

         Section 7.7  Severability.  Any  provision of this  Agreement  which is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining   provisions  of  this  Agreement,   and  any  such
prohibition  or  unenforceability  in any  jurisdiction  shall not invalidate or
render unenforceable such provision in any other jurisdiction.


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         Section 7.8 Headings.  The headings,  captions and arrangements used in
this Agreement are for convenience only and shall not affect the  interpretation
of this Agreement.

         Section 7.9  Construction.  Debtor and Secured Party  acknowledge  that
each of them has had the benefit of legal counsel of its own choice and has been
afforded an opportunity to review this Agreement with its legal counsel and that
this  Agreement  shall be construed as if jointly  drafted by Debtor and Secured
Party.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement as of the day and year first written above.

                                     DEBTOR:


                                     PROBEX CORP.,
                                     a Delaware corporation
Address:

13355 Noel Road, Suite 1200          By:  /s/ Bruce A. Hall
Dallas, Texas 75240                     --------------------------------
Attn: Bruce A. Hall, CFO             Name: Bruce A. Hall
Facsimile:  (972) 980-8545           Title: Senior Vice President












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                                         SECURED PARTY:
                                         -------------


Address:
                                         SINGLE SPUR INVESTMENTS, LLC
4757 Frank Luke Drive
Addison, Texas 75001
Attn:  Mr. Jeffrey Fink                  By:  /s/ Jeffrey Fink
Facsimile:  (972) 733-3789                  -------------------------------
                                         Name:  Jeffrey Fink
                                         Title: Manager



























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