EXHIBIT 10.1.2

                                  PROBEX CORP.

            FIRST AMENDMENT TO 1999 OMNIBUS STOCK AND INCENTIVE PLAN,
                             AS AMENDED AND RESTATED

         THIS FIRST  AMENDMENT TO THE 1999 OMNIBUS STOCK AND INCENTIVE  PLAN, AS
AMENDED AND RESTATED (the  "Amendment"),  is executed and delivered this 5th day
of January, 2001 by Probex Corp., a Delaware corporation (the "Company").

                                R E C I T A L S:

         A. The  Company  previously  has  adopted  the 1999  Omnibus  Stock and
Incentive Plan, as amended and restated (the "Plan") which has been approved and
adopted by the shareholders of the Company.

         B. The Board of Directors of the Company has adopted this  Amendment to
the Plan for the purpose of  providing  the Company  with  additional  Available
Shares for issuance thereunder.

         C. The Board of  Directors  of the  Company has  recommended  that this
Amendment be submitted to the shareholders of the Company for their approval and
adoption.

                              A G R E E M E N T S:

         NOW, THEREFORE, the Plan is hereby amended as follows:

         1. Increase in the number of Available  Shares.  The first  sentence in
Section 3 of the Plan is hereby amended to read in its entirety as follows:

         "As of the Effective Date,  2,750,000 shares shall  automatically,  and
without  further  action,  become  Available  Shares,  as of March 30, 2000,  an
additional 3,000,000 Shares shall automatically,  without further action, become
Available  Shares,  and as of January 5, 2001,  an additional  3,000,000  Shares
shall automatically, without further action, become Available Shares."

         2.  Effective  Date.  The  Amendment  shall be effective as of the date
hereof,  the date of its  adoption  by the  Board of  Directors  of the  Company
("Effective Date"),  although it is subject to shareholder  approval as provided
in Section 3.

         3. Shareholder  Approval.  All Awards granted under the Plan as amended
by this Amendment are subject to, and may not be exercised  before,  and will be
rescinded and become void in the absence of, the approval of this Amendment by a
majority  of the  shareholders  voting  thereon  at the 2001  Annual  Meeting of
Shareholders scheduled to be held February 28, 2001.

         4. Defined  Terms:  Effect Upon Plan. All initially  capitalized  terms
used without definition herein shall have the meanings set forth therefor in the
Plan.  Except as expressly  amended hereby,  the Plan shall remain in full force
and effect.



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                  IN WITNESS  WHEREOF,  this First  Amendment 1999 Omnibus Stock
and Incentive Plan, as amended and restated, is executed and delivered as of the
date first above written.

                                 PROBEX CORP.

                                 By: /s/ Charles M. Rampacek
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                                 Name: Charles M. Rampacek
                                      --------------------------------------
                                 Title: President and Chief Executive Officer
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