EXHIBIT 10.22.2

                             FIRST AMENDMENT TO THE
                             NOTE PURCHASE AGREEMENT


         This FIRST AMENDMENT TO THE NOTE PURCHASE  AGREEMENT (the  "Amendment")
is executed  this 5th day of July 2001,  by and among  Probex  Fluids  Recovery,
Inc., a Delaware  corporation  ("PFR"),  Probex  Corp.,  a Delaware  corporation
("Probex"), and the signatories designated as Holders hereto (the "Holders").

                                R E C I T A L S:

         WHEREAS,  PFR, Probex and the Purchasers  previously  entered into that
certain Note Purchase  Agreement  (the "Note Purchase  Agreement"),  dated as of
November  29,  2000,   whereby  the  Purchasers   purchased  7%  Senior  Secured
Convertible  Notes Due November  28, 2004 (the  "Notes")  from PFR.  Capitalized
terms not defined herein shall have the meaning ascribed to it the Note Purchase
Agreement.

         WHEREAS,   PFR,   Probex  and  the  Holders  desire  to  amend  certain
registration rights provisions set forth in the Note Purchase Agreement.

         THEREFORE, PFR, Probex and the Holders hereby agree as follows:

                              A G R E E M E N T S:

I. Amendment to the Note Purchase  Agreement.  Section 20.1 of the Note Purchase
Agreement is hereby be amended to read in its entirety as follows:


                  "20.1.  Filing and  Effectiveness  of Registration  Statement.
         Probex shall prepare and file with the SEC as soon as practicable after
         the Closing of this Agreement, a Registration Statement relating to the
         offer  and  sale  of the  Registrable  Securities  and  shall  use  all
         commercially  reasonable  efforts  to  cause  the SEC to  declare  such
         Registration  Statement  effective under the Securities Act as promptly
         as practicable  thereafter.  If the Registration Statement covering the
         Registrable  Securities  is not  declared  effective  by the  SEC on or
         before the dates set forth below,  then Probex  shall make  payments to
         the  Holders in such  amounts and at such times in the manner set forth
         below as partial relief for the damages to the Holders by reason of any
         such delay in or  reduction  of their  ability to sell the  Registrable
         Securities  (which remedy shall not be exclusive of any other  remedies
         available at law or in equity):

                  (i) if the  Registration  Statement  covering the  Registrable
         Securities is not declared  effective by the SEC on or before March 31,
         2001, each Holder shall be entitled to receive,  for no additional cash
         consideration,  additional  shares of Probex  Common Stock equal to two

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         percent (2%) of the Probex Common Stock  acquirable  upon conversion of
         the Note held by such Holder as of March 31, 2001; and

                  (ii) if the  Registration  Statement  covering the Registrable
         Securities  is not  declared  effective  by the  SEC on or  before  the
         calendar  quarter ending June 30, 2001, and thereafter on or before the
         last day of each  succeeding  calendar  quarter,  each Holder  shall be
         entitled to receive,  for each such calendar  quarterly period, and for
         no additional cash  consideration,  additional  shares of Probex Common
         Stock equal to two percent (2%) of the Probex  Common Stock  acquirable
         upon conversion of the Note held by such Holder.

         Probex shall notify the Holder by written notice that such Registration
         Statement  has been  declared  effective  by the SEC  within  three (3)
         business days of such  declaration  by the SEC. The Probex Common Stock
         to  which  the  Holders  are  entitled  to  receive  pursuant  to  this
         subsection  20.1 shall be delivered as soon as possible  following  the
         date upon the Holders are entitled to receive the same, and such shares
         shall  be  included  in  the  Registration   Statement  as  Registrable
         Securities.  The  shares of Probex  Common  Stock  issued  pursuant  to
         subsections  20.1(i)  and (ii)  shall be  deemed  to be  issued  to the
         Holders at a value per share equal to the  closing  price of the Probex
         Common Stock as reported on the American  Stock Exchange on the trading
         day prior to their issuance."


II. Counterparts.  This Amendment may be executed in any number of counterparts,
each of which shall be an original but all of which  together  shall  constitute
one and the same instrument.  Each counterpart may consist of a number of copies
hereof, each signed by less than all, but together signed by all, of the parties
hereto.


         IN WITNESS WHEREOF, this First Amendment to the Note Purchase Agreement
is executed and delivered as of the date first above written.


                                 PROBEX FLUIDS RECOVERY, INC.


                                 By: __________________________________________
                                 Its: _________________________________________

                                 PROBEX CORP.

                                 By: __________________________________________
                                 Its: _________________________________________




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THE HOLDERS:



SIGNATURES PAGES OF HOLDERS INTENTIONALLY OMITTED.