EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION
                                       OF
                                  PROBEX CORP.

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                    Pursuant to the provisions of Section 102

                        of the General Corporation Law of

                              the State of Delaware
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         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:


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               (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 close of

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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 sinking fund

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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  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.

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            (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  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

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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

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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;

                (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,
however, that at any time there is only one stockholder of the Corporation,  the
number of directors may not be less than one.

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<PAGE>

             (b) The Board of Directors shall  initially  consist of six members
until changed in accordance with the Bylaws of the  Corporation.  There shall be
three  classes of directors  (each,  a "Class"),  known as Class I, Class II and
Class III. The initial Class I, Class II and Class III directors  shall serve in
office as follows: Class I shall retire at the annual meeting of stockholders to
be  held  in  year  2002,  Class  II  shall  retire  at the  annual  meeting  of
stockholders  to be held in year 2003,  and Class III shall retire at the annual
meeting of  stockholders  to be held in year 2004. This annual sequence shall be
repeated thereafter.  Each director in a Class shall be eligible for re-election
if nominated, and such director's seat shall be open for election of a director,
at the annual  meeting of  stockholders  of the  Corporation at which such Class
shall  retire,  to hold office for three years or until his successor is elected
or appointed.  Any additional directors elected or appointed shall be elected or
appointed  to such Class as will  ensure  that the number of  directors  in each
Class  remains as nearly  equal as  possible,  and if all Classes  have an equal
number of  directors  or if one Class has one  director  more than the other two
Classes,  then any additional directors elected or appointed shall be elected or
appointed  to the Class that does not have more  directors  than any other Class
and is subject to election at an ensuing  annual  meeting  before any other such
Class.

Vacancies due to resignation,  death,  increases in the number of directors,  or
any other cause shall be filled only by the Board of Directors (unless there are
no directors,  in which case  vacancies will be filled by the  stockholders)  in
accordance  with the rule  that  each  Class of  directors  shall be as equal in
number of directors as possible.  Notwithstanding such rule, in the event of any
change in the authorized  number of directors  each director then  continuing to
serve as such will nevertheless  continue as a director of the Class of which he
or she is a  member,  until the  expiration  of his or her  current  term or his
earlier death,  resignation  or removal.  If any newly created  directorship  or
vacancy  on the  Board of  Directors,  consistent  with the rule  that the three
Classes shall be as nearly equal in number as possible,  may be allocated to one
or two or more Classes, then the Board of Directors shall allocate it to that of
the available Classes whose term of office is due to expire at the earliest date
following  such  allocation.  When the Board of Directors  fills a vacancy,  the
director  chosen to fill the vacancy  shall be of the same Class as the director
he or she succeeds and shall hold office until such  director's  successor shall
have been  elected and  qualified or until such  director  shall resign or shall
have been removed. No reduction of the authorized number of directors shall have
the effect of removing any director prior to the  expiration of such  director's
term of office.

             (c) Election of  Directors  need not be 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.

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<PAGE>

             (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 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.

         11.  Any  action  required  to be  taken  by  the  stockholders  of the
Corporation  must be effected only at a duly called annual or special meeting of
the  stockholders,  and may not be  effected  by any  consent  in writing by the
stockholders.

         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  Certifi  cate,  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 ___ day of August, 2000.



                                              ----------------------------------
                                              Bruce A. Hall, Authorized Person



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