<PAGE>   1
                                                                     EXHIBIT 3.1


                          CERTIFICATE OF INCORPORATION
                                       OF
                                  PROBEX CORP.


                                   ----------

                    Pursuant to the provisions of Section 102

                        of the General Corporation Law of

                              the State of Delaware

                                   ----------


         I, the undersigned, for the purpose of creating and organizing a
corporation under the provisions of and subject to the requirements of the
General Corporation Law of the State of Delaware, do HEREBY CERTIFY as follows:

         1. The name of the Corporation is Probex Corp. (the "Corporation").

         2. The address of the registered office of the Corporation in the State
of Delaware is 1013 Centre Road in the City of Wilmington 19805, County of New
Castle. The name of the registered agent of the Corporation at such address is
Corporation Service Company.

         3.       (a) The nature of the business or purposes to be conducted or
promoted by the Corporation is to engage in any lawful business, act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware.

                  (b) The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatsoever.

         4.       (a) Authorized Shares. The aggregate number of shares which
this Corporation shall have authority to issue is One Hundred Million
(100,000,000) shares of $0.001 par value each, which shares shall be designated
"Common Stock"; and Ten Million (10,000,000) shares of $0.001 par value each,
which shares shall be designated "Preferred Stock" and which may be issued in
one or more series at the discretion of the Board of Directors. In establishing
a series the Board of Directors shall give to it a distinctive designation so as
to distinguish it from the shares of all other series and classes, shall fix the
number of shares in such series, and the preferences, rights and restrictions
thereof. All shares of any one series shall be alike in every particular except
as otherwise provided by this Certificate of Incorporation or the Delaware
General Corporation Law.

                  (b) Common Stock. The following is a description of Common
Stock that the Corporation shall have authority to issue, including the
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption thereof to the extent applicable thereto:


<PAGE>   2

                           (1) Dividend Rights. Dividends in cash, property or
shares of the Corporation may be paid upon the Common Stock, as and when
declared by the Board of Directors, to the extent and in the manner permitted by
law, except that no Common Stock dividend shall be paid for any year unless the
holders of Preferred Stock, if any, shall receive the maximum allowable
Preferred Stock dividend for such year.

                           (2) Voting Rights. Each outstanding share of Common
Stock shall be entitled to one vote on each matter submitted to a vote of
shareholders.

                           (3) Rights Upon Liquidation. Subject to the rights of
any series of Preferred Stock created pursuant to the further provisions of this
Section (b) of this Section 4 and subject to the terms of Section 4 hereto, in
the event of any voluntary or involuntary liquidation, dissolution or winding up
of, or any distribution of the assets of, the Corporation, each holder of shares
of Common Stock shall be entitled to receive, ratably with each other holder of
shares of Common Stock, that portion of the assets of the Corporation available
for distribution to the holders of its Common Stock. Liquidation, dissolution or
winding up, or distribution of the assets of the Corporation, as such terms are
used in this Subparagraph (3), shall not be deemed to be occasioned by or to
include any merger, consolidation or other business combination of the
Corporation with or into one more corporations or other entities, any
acquisition or exchange of the outstanding shares of one or more classes or
series of the Corporation or any sale, lease, exchange or other disposition of
all or a part of the assets of the Corporation.

                  (c) Preferred Stock. The following is a description of the
Preferred Stock that the Corporation shall have authority to issue, including
the preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption thereof to the extent applicable thereto:

                  Subject to the provisions of this Section 4, the Board of
Directors of the Corporation is hereby authorized and empowered to classify or
reclassify, in one or more series, any of the unissued shares of the Preferred
Stock of the Corporation by establishing the number of shares of such series and
by setting, changing or eliminating any of the preferences, conversion or other
rights, voting powers, restrictions, limitations as to the dividends,
qualifications, or terms and condition of redemption of such shares, all of
which shall be set forth in a certificate of designation executed, acknowledged,
filed and recorded in the manner required by the Delaware General Corporation
Law ("Certificate of Designation"), and as may be permitted by the Delaware
General Corporation Law.

                           (1) Designation and Amount; No Fractional Shares.
There shall be a series of Preferred Stock designated as "Series A 10%
Cumulative Convertible Preferred Stock", $0.001 par value per share (the "Series
A Preferred Stock"), and the authorized number of shares constituting such
series shall be Five Hundred Fifty Thousand (550,000). The Series A Preferred
Stock shall be issuable in whole shares only.

                           (2) Dividends.

                                    (i) Holders of shares of Series A Preferred
Stock shall be entitled to receive, when, as and if declared by the Board of
Directors, or a duly authorized committee thereof, out of funds of the
Corporation legally available for payment of dividends, cumulative cash
dividends at the rate of 10.0% per annum per share on the initial liquidation
preference of $10.00 per share (equivalent to $1.00 per annum per share of
Series A Preferred Stock). Dividends on the Series A Preferred Stock shall be
payable semi-annually in arrears to holders of record as they appear in the
records of the Corporation at the


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close of business on March 31 and September 30 of each year, and shall be paid
on May 1 and November 1 of each year thereafter (each a "Dividend Payment
Date"), commencing on May 1, 2000. If any date on which dividends would
otherwise be payable is a Saturday, Sunday or a day on which banking
institutions in the States of Delaware or Texas are authorized or obligated by
law or executive order to close, then the dividends otherwise payable on such
date shall instead be payable on the next succeeding business day.

                                    (ii) Dividends on shares of the Series A
Preferred Stock shall be fully cumulative and shall accumulate (whether or not
earned or declared and whether or not the Corporation has funds legally
available for the payment of dividends), on a daily basis, without interest,
from the previous Dividend Payment Date. Accumulated and unpaid dividends shall
not bear interest.

                                    (iii) Any dividend payments made with
respect to the Series A Preferred Stock shall be made in cash; provided,
however, that the Corporation may, at the election of the Board of Directors,
subject to and in accordance with the provisions herein, duly authorize and
issue fully paid and nonassessable shares of its Common Stock, $0.001 par value
per share ("Dividend Shares") at the deemed value of $1.50 per Dividend Share,
in lieu of the payment in cash of all or any portion of the dividend otherwise
payable on any Dividend Payment Date. If the Corporation elects to issue
Dividend Shares in lieu of the payment in cash of all or any portion of the
dividend otherwise payable on any Dividend Payment Date, (1) the Corporation
shall give notice of such election to the holders of shares of Series A
Preferred Stock not less than 7 nor more than 60 days prior to such Dividend
Payment Date; (2) the Corporation shall execute, issue and deliver on such
Dividend Payment Date to each holder of record on the related record date, a
stock certificate dated such Dividend Payment Date representing such number of
Dividend Shares as equals the quotient of such portion of the dividend payable
to such holder and $1.50; and (3) the due issuance of such Dividend Shares shall
constitute full payment of such portion of dividend; provided, however, that, in
lieu of the issuance of any fractional Dividend Shares, the Corporation shall,
in its sole discretion, either (x) pay, on such Dividend Payment Date, to each
holder of shares of Series A Preferred Stock who would otherwise be entitled to
a fractional Dividend Share as a dividend on the aggregate number of shares of
Series A Preferred Stock held by such holder on the related record date, an
amount in cash equal to the product of such fraction and $1.50 or (y) round up
such fractional Dividend and issue one additional full Dividend Share to such
holder.

                                    (iv) No dividends may be declared or paid or
set apart for payment on any stock of the Corporation ranking on a parity with
the Series A Preferred Stock with respect to the payment of dividends unless
there shall also be or have been declared and paid or set apart for payment on
the Series A Preferred Stock dividends for all dividend payment periods of the
Series A Preferred Stock ending on or before the dividend payment date of such
parity stock, ratably in proportion to the respective amounts of dividends (x)
accumulated and unpaid or payable on such parity stock, on the one hand, and (y)
accumulated and unpaid through the dividend payment period or periods of the
Series A Preferred Stock next preceding such dividend payment date, on the other
hand.

                                    (v) Except as set forth in the preceding
paragraph, unless full cumulative dividends on the Series A Preferred Stock have
been paid through the most recently completed semi-annual dividend period for
the Series A Preferred Stock, no dividends (other than in Common Stock of the
Corporation) may be paid or declared and set apart for payment or other
distribution made upon the Common Stock or on any other stock of the Corporation
ranking junior to or on a parity with the Series A Preferred Stock as to
dividends, nor may any Common Stock or any other stock of the Corporation
ranking junior to or on a parity with the Series A Preferred Stock as to
dividends be redeemed, purchased or otherwise acquired for any consideration (or
any payment be made to or available for a sinking fund for the redemption of any
shares of such stock; provided, however, that any moneys previously deposited in
any


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sinking fund with respect to any such stock in compliance with the provisions of
such sinking fund may thereafter be applied to the purchase or redemption of
such stock in accordance with the terms of such sinking fund, regardless of
whether at the time of such application full cumulative dividends upon shares of
the Series A Preferred Stock outstanding to the most recent Dividend Payment
Date shall have been paid or declared and set apart for payment) by the
Corporation; provided that any such junior or parity stock or Common Stock may
be converted into or exchanged for stock of the Corporation ranking junior to
the Series A Preferred Stock as to dividends.

                           (3) Liquidation.

                                    (i) On any liquidation, dissolution or
winding up of the Corporation, the shares of Series A Preferred Stock shall be
entitled to receive payment of $10.00 per share, and shall be entitled to
receive payment of all dividends (whether or not earned or declared) accrued and
accumulated and unpaid on the shares of Series A Preferred Stock to the date of
payment, and no more. Such payment shall be made before any distribution of
assets is made to holders of shares of Common Stock or any other class or series
of stock of the Corporation that ranks junior to the Series A Preferred Stock as
to rights to distributions upon liquidation, dissolution or winding up. The
holders of the Series A Preferred Stock shall not be entitled to receive the
preferential amounts until the liquidation preference of any other stock of the
Corporation ranking senior to the Series A Preferred Stock as to rights to
distributions upon liquidation, dissolution or winding up shall have been paid
(or a sum set aside therefor sufficient to provide for payment) in full.

                                    (ii) On any liquidation, dissolution or
winding up of the Corporation, no amounts may be paid or set apart for payment
on any stock of the Corporation ranking on a parity with the Series A Preferred
Stock as to rights to distributions upon liquidation, dissolution or winding up
unless there shall also be or have been set aside for payment on the Series A
Preferred Stock an amount equal to all dividends (whether or not earned or
declared) accrued and accumulated and unpaid on the shares of Series A Preferred
Stock to the date of payment, ratably in proportion to the respective amounts
(x) to be paid or set apart for payment on such parity stock, on the one hand,
and (y) to be paid or set apart for payment on the Series A Preferred Stock, on
the other hand.

                                    (iii) If, upon any liquidation, dissolution
or winding up of the Corporation, the assets of the Corporation, or proceeds
thereof, distributable among the holders of shares of Series A Preferred Stock
and any stock ranking on a parity with the Series A Preferred Stock as to rights
to distributions on liquidation, dissolution or winding up of the Corporation
are insufficient to pay in full the payments to which such stock would be
entitled, then such assets, or the proceeds thereof, shall be distributable
among such holders ratably in accordance with the respective amounts that would
be payable on such shares if all amounts payable thereon were paid in full.

                                    (iv) For the purposes hereof, neither a
consolidation nor a merger of the Corporation with or into any other entity, nor
a merger of any one or more other entities with or into the Corporation, nor a
sale, lease, exchange or transfer of all or substantially all of the
Corporation's assets shall be considered a liquidation, dissolution or winding
up of the Corporation.


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                           (4) Conversion.

                                    (i) The shares of Series A Preferred Stock
shall be convertible into shares of Common Stock at a conversion ratio of
5.33333 shares of Common Stock for each share of Series A Preferred Stock.
Fractional shares of Common Stock will not be issued and in lieu thereof, the
Corporation will pay to each holder of Series A Preferred Stock who would
otherwise be entitled to a fractional share of Common Stock upon such
conversion, an amount in cash equal to the product of such fraction and $1.875.

                                    (ii) The Series A Preferred Stock shall
automatically be converted after any thirty (30) day period in which the average
Current Market Price of the Common Stock exceeds $5.625 per share. For purposes
hereof, the "Current Market Price" shall mean for each trading day, if the
Common Stock is traded on a securities exchange or the Nasdaq National Market,
the closing price of the Common Stock on such exchange or market, or if not
traded on a securities exchange, or if a closing price otherwise is not
available, then the average of the bid and ask prices. Fractional shares of
Common Stock will not be issued and in lieu thereof, the Corporation will pay to
each holder of Series A Preferred Stock who would otherwise be entitled to a
fractional share of Common Stock upon such conversion, an amount in cash equal
to the product of such fraction and $1.875.

                                    (iii) In the event of a conversion, the
outstanding shares of Series A Preferred Stock shall be converted automatically
without any further action by the holders of such shares and whether or not the
certificates representing such shares are surrendered to the Corporation or its
transfer agent; and provided that the Corporation shall not be obligated to
issue certificates evidencing the shares of Common Stock issuable upon such
automatic conversion unless and until the certificates evidencing such shares of
Series A Preferred Stock are either delivered to the Corporation or its transfer
agent as provided above, or the holder notifies the Corporation or its transfer
agent that such certificates have been lost, stolen or destroyed and executes an
agreement satisfactory to the Corporation to indemnify the Corporation from any
loss incurred by it in connection with such certificates. The Corporation shall
as soon as practicable after such delivery, or after such agreement and
indemnification, issue and deliver at such office to such holder of Series A
Preferred Stock, a certificate or certificates for the number of shares of
Common Stock to which it, he or she shall be entitled as aforesaid. Such
conversion shall be deemed to have been made simultaneously upon the occurrence
of the event leading to such automatic conversion, and the person or persons
entitled to receive the shares of Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such shares
of Common Stock on such date.

                                    (iv) In case any shares of Series A
Preferred Stock shall be converted, the shares so converted shall (upon
compliance with any applicable provisions of the laws of the State of Delaware)
have the status of authorized and unissued shares of the class of Preferred
Stock undesignated as to series and may be redesignated and reissued as part of
any series of Preferred Stock.

                                    (v) The Corporation will not avoid or seek
to avoid the observance or performance of any of the terms to be observed or
performed hereunder by the Corporation, but will at all times in good faith
assist in the carrying out of all the provisions of this Section (4) and in the
taking of all action as may be necessary or appropriate in order to protect the
conversion rights of the holders of Series A Preferred Stock against impairment.

                                    (vi) The Corporation shall at all times
reserve and keep available out of its authorized but unissued shares of Common
Stock, solely for the purpose of effecting the conversion of the shares of
Series A Preferred Stock, such number of its shares of Common Stock as shall
from time to time be sufficient to effect the conversion of all outstanding
shares of Series A Preferred Stock. If at any time the number of authorized but
unissued shares of Common Stock shall not be sufficient to effect the


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conversion of all then outstanding shares of Series A Preferred Stock, the
Corporation will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purpose.

                           (5) Voting Rights.

                                    (i) The Series A Preferred Stock generally
will not have voting rights, except as set forth below and to the extent
required by law.

                                    (ii) So long as any share of Series A
Preferred Stock are outstanding, the approval of a majority of the outstanding
shares of Series A Preferred Stock and any parity stock similarly affected,
voting together as a single class, is required in order to (i) amend the
Certificate of Incorporation to affect materially and adversely the rights,
preferences or voting power of the holders of the Series A Preferred Stock and
such parity stock or (ii) amend the Certificate of Incorporation to authorize,
reclassify, create or increase the authorized amount of any class of stock
having rights senior to the Series A Preferred Stock and such parity stock with
respect to the payment of dividends or amounts upon the liquidation, dissolution
or winding up or conversion rights of the Corporation. Notwithstanding the
foregoing, the Corporation may increase the authorized number of shares of
Preferred Stock and may create additional classes of parity stock and junior
stock, increase the authorized number of shares of parity stock and junior stock
and issue additional series of parity stock and junior stock, all without the
consent of any holder of Series A Preferred Stock.

                           (6) Redemption.

                                    (i) The shares of Series A Preferred Stock
shall not be redeemable prior to September 30, 2004. On or after such date the
Corporation, at its option, may redeem the shares of Series A Preferred Stock,
in whole or in part, out of funds legally available therefor, at any time or
from time to time, subject to the notice provisions and provisions for partial
redemption described below, beginning on September 30, 2004 at $10.00 per share
plus, in each case, an amount equal to all dividends (whether or not earned or
declared) accrued and accumulated and unpaid to the date fixed for redemption,
without interest (the "Redemption Price").

                                    (ii) If full cumulative dividends on the
Series A Preferred Stock have not been paid or set apart for payment with
respect to all prior dividend periods, the Series A Preferred Stock may not be
redeemed in part and the Corporation may not purchase or acquire any shares of
the Series A Preferred Stock otherwise than pursuant to a purchase or exchange
offer made on the same terms to all holders of the Series A Preferred Stock. If
fewer than all the outstanding shares of Series A Preferred Stock are to be
redeemed, the number of shares to be redeemed shall be determined by the Board
of Directors and the shares to be redeemed shall be selected by lot or pro rata
or by any other means determined by the Board of Directors in its sole
discretion to be equitable.

                                    (iii) If the Corporation redeems shares of
Series A Preferred Stock, written notice of the redemption shall be given by
first class mail, postage prepaid, mailed not less than 30 days nor more than 60
days prior to the redemption date, to each holder of record of the shares to be
redeemed at the holder's address as the same appears on the stock books of the
Corporation and notice shall also be given by publication during the same period
prior to the redemption date in a newspaper of national circulation; provided,
however, that no failure to give such notice nor any defect therein shall affect
the validity of the proceedings for the redemption of any shares of Series A
Preferred Stock to be redeemed except as to a holder to whom the Corporation has
failed to mail the notice or except as to a holder whose


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notice was defective. Each notice shall state: (i) the redemption date; (ii) the
number of shares of Series A Preferred Stock to be redeemed and, if less than
all the shares held by such holder are to be redeemed from the holder, the
number of shares to be redeemed from the holder; (iii) the Redemption Price;
(iv) the place or places where certificates for shares are to be surrendered for
payment of the Redemption Price; and (v) that dividends on the shares to be
redeemed will cease to accrue on such redemption date (unless the Corporation
shall default in providing funds for the payment of the Redemption Price of the
shares called for redemption at the time and place specified in such notice).

                                    (iv) If a notice of redemption has been
given and if, on or before the date fixed for redemption, the funds necessary
for redemption have been set aside by the Corporation, separate and apart from
its other funds, in trust for the pro rata benefit of the holders of the shares
of Series A Preferred Stock called for redemption, then, notwithstanding that
any certificates for such shares have not been surrendered for cancellation, on
the redemption date dividends shall cease to accrue on the shares to be
redeemed, and at the close of business on the redemption date the holders of
those shares shall cease to be stockholders with respect to those shares and
shall have no interest in or claims against the Corporation by virtue thereof
and shall have no voting or other rights with respect to those shares, except
the right to receive the moneys payable upon surrender (and endorsement, if
required by the Corporation) of their certificates, and the shares evidenced
thereby shall no longer be outstanding. The Corporation's obligation to provide
funds for the payment of the Redemption Price (including any accumulated and
unpaid dividends to the redemption date) of the shares called for redemption
shall be deemed fulfilled if, on or before a redemption date, the Corporation
shall deposit, with a bank or trust company, or an affiliate of a bank or trust
company, having a capital and surplus of at least $50,000,000, such funds
sufficient to pay the Redemption Price (including any accumulated and unpaid
dividends to the redemption date) of the shares called for redemption, in trust
for the account of the holders of the shares to be redeemed (and so as to be and
continue to be available therefor), with irrevocable instructions and authority
to such bank or trust company that such funds be delivered upon redemption of
the shares of Series A Preferred Stock called for redemption.

                                    (v) Subject to applicable escheat laws, any
moneys so set aside by the Corporation and unclaimed at the end of two years
from the redemption date shall revert to the general funds of the Corporation,
after which the holders of the shares called for redemption shall look only to
the general funds of the Corporation for the payment of the amounts payable upon
redemption. Any interest accrued on funds deposited shall be paid to the
Corporation from time to time.

                                    (vi) Shares of Series A Preferred Stock that
have been issued and reacquired in any manner, including shares purchased or
redeemed, shall (upon compliance with any applicable provisions of the laws of
the State of Delaware) have the status of authorized and unissued shares of the
class of Preferred Stock undesignated as to series and may be redesignated and
reissued as part of any series of the Preferred Stock.

                           (7) Rank. Any stock of any class or classes or series
of the Corporation shall be deemed to rank:

                                    (i) prior to shares of the Series A
Preferred Stock, either as to dividends or upon liquidation, dissolution or
winding up, or both, if the holders of stock of the class or classes or series
are entitled by the terms thereof to the receipt of dividends or of amounts
distributable upon liquidation, dissolution or winding up, as the case may be,
in preference or priority to the holders of shares of the Series A Preferred
Stock;


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                                    (ii) on a parity with shares of the Series A
Preferred Stock, either as to dividends or upon liquidation, dissolution or
winding up, or both, whether or not the dividend rates, dividend payment dates,
or redemption or liquidation prices per share thereof are different from those
of the Series A Preferred Stock, if the holders of stock of the class or classes
or series are entitled by the terms thereof to the receipt of dividends or of
amounts distributed upon liquidation, dissolution or winding up, as the case may
be, in proportion to their respective dividend rates or liquidation prices,
without preference or priority of one over the other as between the holders of
the stock and the holders of shares of Series A Preferred Stock; and

                                    (iii) junior to shares of the Series A
Preferred Stock, either as to dividends or upon liquidation, dissolution or
winding up, or both, if the class or classes or series is Common Stock or if the
holders of the Series A Preferred Stock are entitled to the receipt of dividends
or of amounts distributable upon liquidation, dissolution or winding up, as the
case may be, in preference or priority to the holders of stock of such class or
classes or series.

                           (8) Headings. The headings of the various
subdivisions hereof are for convenience of reference only and shall not affect
the interpretation of any of the provisions hereof.

                           (9) Severability of Provisions. If any powers,
preferences and relative, participating, optional and other special rights of
the Series A Preferred Stock and qualifications, limitations and restrictions
thereof set forth in this certificate are invalid, unlawful or incapable of
being enforced by reason of any rule of law or public policy, all other powers,
preferences and relative, participating, optional and other special rights of
Series A Preferred Stock and qualifications, limitations and restrictions
thereof set forth herein which can be given effect without the invalid, unlawful
or unenforceable powers, preferences and relative, participating, optional and
other special rights of Series A Preferred Stock and qualifications, limitations
and restrictions thereof shall, nevertheless, remain in full force and effect,
and no powers, preferences and relative, participating, optional or other
special rights of the Series A Preferred Stock and qualifications, limitations
and restrictions thereof set forth herein shall be deemed dependent upon any
other such powers, preferences and relative, participating, optional or other
special rights of Series A Preferred Stock and qualifications, limitations and
restrictions thereof unless so expressed herein.

                  (d) The Board of Directors is hereby authorized and empowered
to authorize the issuance by the Corporation from time to time of shares of any
class of capital stock of the Corporation, whether now or hereafter authorized,
or securities convertible into shares of capital stock of any class or classes,
whether now or hereafter authorized, for such consideration and on such terms
and conditions as may be deemed advisable by the Board of Directors and without
any action by the stockholders.

         5.       (a) The number of directors of the Corporation shall be fixed
from time to time in the manner provided by the Bylaws of the Corporation;
provided, that at any time there is only one stockholder of the Corporation, the
number of directors may be not less than one (1).


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                  (b) The number of directors constituting the initial Board of
Directors of the Corporation is five (5), and the names and addresses of the
persons who are to serve as directors until the first annual meeting of the
stockholders or until their successors are elected and qualified are:

<TABLE>
<CAPTION>
                Name                                        Address
                ----                                        -------

<S>                                                <C>
         K. Bruce Jones                            88 S. Bishop Road
                                                   Santa Rosa Beach, FL 32459

         Anthony J. Maselli                        109 North Road
                                                   Harwinton, CT 06791

         Thomas G. Murray                          3523 Cooper Creek
                                                   Denton, TX 76208

         Thomas G. Plaskett                        13355 Noel Road, Suite 1200
                                                   Dallas, TX 75240

         Charles M. Rampacek                       13355 Noel Road Suite 1200
                                                   Dallas, Texas 75240
</TABLE>

                  (c) Election of directors need not be by written ballot unless
the Bylaws shall so provide. No holders of Common Stock of the Corporation shall
have any rights to cumulate votes in the election of directors.

         6. In furtherance of, and not in limitation of, the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, amend or
repeal the Bylaws of the Corporation or adopt new Bylaws by a majority vote of
the directors then in office, without any action on the part of the
stockholders; provided, however, that no such adoption, amendment, or repeal
shall be valid with respect to Bylaw provisions that have been adopted, amended,
or repealed by the stockholders; and further provided, that Bylaws adopted or
amended by the Board of Directors and any powers thereby conferred may be
amended, altered, or repealed by the stockholders.

         7. The Corporation is to have perpetual existence.

         8.       (a) A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for such liability as is expressly not
subject to limitation under the Delaware General Corporation Law, as the same
exists or may hereafter be amended to further limit or eliminate such liability.

                  (b) The Corporation shall, to the fullest extent permitted by
law, indemnify any and all officers and directors of the Corporation, and may,
to the fullest extent permitted by law or to such lesser extent as is determined
in the discretion of the Board of Directors, indemnify and advance expenses to
any and all other persons whom it shall have power to indemnify, from and
against all expenses, liabilities or other matters arising out of their status
as such or their acts, omissions or services rendered in such capacities.

                  (c) The Corporation shall have the power to purchase and
maintain insurance on behalf of


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<PAGE>   10


any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability.

         9. The Corporation shall have the right, subject to any express
provisions or restrictions contained in the Certificate of Incorporation or
Bylaws of the Corporation, from time to time, to amend this Certificate of
Incorporation or any provision thereof in any manner now or hereafter provided
by law, and all rights and powers of any kind conferred upon a director or
stockholder of the Corporation by the Certificate of Incorporation or any
amendment thereof are conferred subject to such right.

         10. The name and mailing address of the incorporator of the Corporation
is Bruce A. Hall, Probex Corp., 13355 Noel Road, Suite 1200, Dallas, Texas
75240.

         THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, does make this Certificate, hereby acknowledging and
declaring and certifying that the foregoing Certificate of Incorporation is his
act and deed and the facts herein stated are true, and accordingly has hereunto
set his hand this 29th day of August, 2000.


                                          /s/ BRUCE A. HALL
                                          --------------------------------
                                          Bruce A. Hall, Authorized Person




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