<PAGE>   1
                                                                   EXHIBIT 10.24

 Confidential Treatment Requested. Confidential portions of this document have
        been redacted and have been separately filed with the Commission


                               ALLIANCE AGREEMENT

                                     BETWEEN

                               BECHTEL CORPORATION

                                       AND

                               PROBEX CORPORATION


<PAGE>   2


<TABLE>
<CAPTION>
   CONTENTS
--------------
ARTICLE  TITLE
-------  -----

<S>      <C>
1.       ALLIANCE
2.       PARTIES COMMITMENT TO TECHNOLOGY
3.       PARTIES COMMITMENT TO FEL AND EPC
4.       MANAGEMENT OF THE ALLIANCE
5.       ALLIANCE ADVISORY GROUP
6.       COMPENSATION
7.       SCHEDULE
8.       LIABILITY EXCLUSIONS
9.       OWNERSHIP OF DATA AND INTELLECTUAL PROPERTY RIGHTS
10.      CONFIDENTIAL INFORMATION
11.      DISCLOSURE
12.      NO PARTNER RELATIONSHIP INTENDED
13.      MARKETING ASSISTANCE AND INFORMATION
14.      SOLE OWNER
15.      APPLICABLE LAW
16.      ALTERNATE DISPUTE RESOLUTION
17.      TERMINATION
18.      ORDER OF PRECEDENCE
19.      FAIR OPERATION OF AGREEMENT
20.      APPROVED VENDORS
21.      NOTICES
22.      ASSIGNMENT
23.      COMPLIANCE WITH LAW
24.      ENTIRE AGREEMENT
</TABLE>


<TABLE>
<S>               <C>
EXHIBIT 1         OWNERSHIP OF DATA AND INTELLECTUAL PROPERTY RIGHTS
EXHIBIT 2         LIST OF APPROVED MODULE FABRICATORS
EXHIBIT 3         INCENTIVES
</TABLE>


Alliance Agreement                Page 2 of 37
<PAGE>   3


                               ALLIANCE AGREEMENT

This Alliance Agreement is entered into effective the 31st day of January, 2001,
by and between Bechtel Corporation, a Nevada Corporation with offices at 3000
Post Oak Blvd., Houston, TX (hereinafter referred to as "Bechtel") and Probex
Corporation, a corporation organized pursuant to the laws of Delaware with
offices at One Galleria Tower, 13355 Noel Road, Suite 1200, Dallas, Texas 75240,
(hereinafter referred to as "Probex"). The foregoing shall sometimes be
collectively referred to as Parties, and sometimes singularly as a Party.

                                   WITNESSETH:

WHEREAS, Probex has developed Pro Terra(TM), a proprietary process for
manufacturing premium base lubricating oil from Used Oil, and Bechtel's
proprietary MP Refining(TM) technology is a good complement to the finishing
stage of Pro Terra(TM), and

WHEREAS, to capitalize on their respective complementary resources and
capabilities, Probex wishes to obtain Bechtel's assistance in the engineering,
design, procurement, and construction worldwide of Used Oil refining facilities
based on the Pro Terra(TM) technology and enhanced by the MP Refining(SM)
technology, including other Bechtel assistance, as herein provided; and

WHEREAS the Parties wish to maximize their respective opportunities for building
Used Oil refining projects worldwide using the Probex Pro Terra(TM) technology
which includes Bechtel's MP Refining(SM) technology, by having Bechtel, on an
exclusive basis, design/build such projects worldwide; and to further facilitate
the project financing of such projects, Bechtel will perform its services on a
lump sum, turnkey engineering, procurement and construction basis, as herein
provided; and

WHEREAS, Probex and Bechtel have the necessary technical competence for the
provision of such services and wish to participate in such opportunities on the
basis of this Agreement; and

WHEREAS, Probex and Bechtel each have proprietary technology applicable to Used
Oil refining and other proprietary data, and Bechtel has proprietary know-how
and automated processes for designing and constructing process plants as well as
other proprietary data; and

WHEREAS, Probex and Bechtel are intent on establishing a cooperative approach to
providing a competitive product design pertaining to Used Oil processing
technology and the Used Oil processing industry in general; and

WHEREAS, the Parties desire to set forth their respective rights, interests and
obligations as Alliance participants.

NOW, THEREFORE, the Parties hereby agree as follows:


Alliance Agreement                Page 3 of 37
<PAGE>   4


Definitions:

Affiliate - means any corporation or partnership directly or indirectly
controlling, directly or indirectly controlled by, or under direct or indirect
common control with, such Party.

Agreement - means this Alliance Agreement document, agreed to and signed by the
Parties, including the attached Exhibits.

Alliance - means the association of the Parties under the terms of this
Agreement.

Base Salary Hourly Rate - means the hourly rate derived by dividing the gross
annual salary, prior to any deductions and excluding bonuses and commissions, by
2080.

Contract Price - means all of the compensation, but not including incentives as
provided in Exhibit 3, to be paid to Bechtel for a Project's scope of work, as
defined in the associated EPC Contract, subject to the terms and conditions in
Articles 6.3(d) and 6.4 of this Agreement.

Data - means all designs, plans, models, drawings, prints, samples,
transparencies, specifications, reports, manuscripts, working notes,
documentation, manuals, photographs, negatives, tapes, discs, databases,
software, and any other similar items.

EPC - means the activities of project management, engineering, procurement,
construction (including construction supervision), and construction management,
as applicable.

EPC Contract(s) -- means a document separate and distinct from, and independent
of, this Agreement between the Parties or their Affiliates (whether one or more)
to perform EPC Services for Probex. For each specific Project that the Parties
or their Affiliates pursue, an EPC Contract shall be executed by the
representatives of each Party or their Affiliates, setting forth the definitive
agreements of the Parties.

FEL - means front end loading to be performed by Bechtel on a cost reimbursable
basis to develop designs, drawings, plans, specifications which are the basis
for detailed engineering and which are required for Bechtel to provide a Funding
Cost Estimate and schedule for a Project.

Funding Cost Estimate - means the cost estimate which is a deliverable from the
FEL that forms the basis of the Contract Price for a Project as defined in
Article 6.3(a). [Confidential material redacted and filed separately with the
Commission.]

Hazardous Wastes or Materials - means any radioactive emissions and any natural
or artificial substance (either in a solid or liquid form or in the form of a
gas or vapour and whether alone or in combination with any other substance)
capable of causing harm to man or any other living organism supported by the
environment or public health or welfare, or damage to property, including but
not limited to any controlled, special, hazardous, toxic, radioactive or
dangerous waste, the disposal of which (in the relevant jurisdiction) is
regulated by governmental authorities.


Alliance Agreement                Page 4 of 37
<PAGE>   5


MP Refining(SM) Process - means the proprietary Bechtel process for treating and
purifying hydrocarbon oils wherein said oils are mixed with a substance
containing N-methyl-2-pyrrolidone ("MP"), the mixture separated into layers and
the MP layer separated from the remainder of the mixture.

Open Book - means the cost information used by Bechtel as the basis for
producing the Funding Cost Estimate, including historical project metrics, that
shall be made available to Probex. Examples of historical project metrics
include, but are not limited to, such items as "Home Office hours" per piece of
equipment, "Craft hours" required for installation per linear foot of pipe, etc.

Pro Terra(TM) Process - means the Probex proprietary process when used for the
production of high quality lubricant base from Used Oil that sequentially
embodies pretreatment, fractionation and finishing stages. When the ProTerra(TM)
Process uses a Solvent Finishing Unit, the MP Refining(SM) Process will be used,
to the extent herein provided.

Probex Project - shall mean construction of a Used Oil refining plants employing
the ProTerra(TM) Process.

Project - shall mean the undertaking to provide Services as specified in any
particular EPC Contract signed by the Parties.

Services - means the EPC services to be supplied or performed by Bechtel for
Probex or its Affiliates on a lump sum basis, including, without limitation,
labor, materials and equipment supplied for the construction of Used Oil
refining plants.

Solvent Finishing Unit- means the unit, which is currently employed by the
Parties as the finishing stage of the ProTerra(TM) Process, where the
distillates from Used Oil are treated by an extraction process with N-methyl
2-pyrrolidone ("MP") solvent.

Technical Services Agreement - means a document separate and distinct from, and
independent of, this Agreement, between the Parties or their Affiliates (whether
one or more) to perform for Probex or its Affiliates conceptual studies,
feasibility studies and any FEL work involving the Probex Pro Terra(TM) Process
technology.

Technical Services Compensation - means the compensation to Bechtel or its
Affiliates under a Technical Services Agreement which shall include certain of
Bechtel's costs, as described in 6.1(a)(i) and 6.1(a)(ii), plus a fee as
described in 6.1(a)(iii) or 6.1(b)(i) and 6.1(b)(ii) whichever applies.

Used Oil - means any hydrocarbon-based fluid comprised primarily of previously
refined oil that has been partially or wholly used for its intended purpose or
stored for its intended use. Used Oil includes without limitation, used
lubricating oil, used metalworking oil, used hydraulic oil, used line flush oil,
oil recovered from tank cleaning or condemnation operations, oil recovered from
oil-contaminated water, off-test oil and off-spec oil products, and other waste
lubricants of the types noted in this paragraph.


Alliance Agreement                Page 5 of 37
<PAGE>   6


Willful Misconduct - shall mean an act taken with the intent to violate a
manifest legal duty and with the knowledge that such act will cause injury or
damage to others.

ARTICLE l - ALLIANCE

1.1      The Parties hereby align themselves as a worldwide Alliance in
         accordance with the terms of this Agreement for the following purposes:

         Objectives of Alliance:

         Probex owns the ProTerra(TM) Process and desires to have ProTerra(TM)
         become the dominant technology globally in the Used Oil recycling
         market. Probex plans to achieve this objective through overall
         optimization of the ProTerra(TM) Process to achieve lower life cycle
         costs for Probex plants. Probex further plans to be an equity
         participant in most, if not all, plants using the ProTerra(TM) Process.
         As a start-up company with a technology that is not commercially
         proven, Probex recognizes the importance of successful completion and
         operation of the first plants using the ProTerra(TM) Process.

         Bechtel brings lube oil processing expertise and is the process owner
         of the Solvent Finishing Unit step, MP Refining(SM), in the
         ProTerra(TM) Process. Bechtel also has extensive experience in
         technology optimization, integrated FEL/EPC work processes, and global
         procurement, which are designed to achieve the goal of reduced total
         installed cost for plants built by Bechtel. Bechtel has successfully
         demonstrated these capabilities, having significantly reduced the
         capital costs of plants using other process technologies. In addition,
         Bechtel's experience and capability will help the Alliance achieve its
         goals of a cost-effective plant installation, short construction
         schedules, improved plant operability and reliability, safe
         construction and operation of each plant and a timely and efficient
         startup of each plant. Bechtel also has a global presence that may aid
         Probex in the international marketing of the ProTerra(TM) Process.
         Bechtel's willingness to provide cost, schedule, and performance
         guarantees, as contemplated in this Agreement and individual Project
         agreements, coupled with Bechtel's reputation within the financial
         community, is, and will continue to be, a key advantage for Probex in
         seeking equity investment and project financing.

         Through the Alliance, Probex and Bechtel will integrate their
         complementary strengths and resources in an effort to achieve the
         commercial viability of the ProTerra(TM) Process. The Alliance will
         work to improve the competitiveness of the ProTerra(TM) Process through
         optimization and process improvement, with the ultimate goal of reduced
         life-cycle costs. The Alliance will market the ProTerra(TM) Process
         internationally seeking to achieve significant market penetration in
         the refined Used Oil market, with the goal of increasing the revenue
         and profits for both Parties.

         Bechtel will provide a Contract Price for each Project as described in
         Article 6 of this Agreement and a schedule of each Project as described
         in Article 7 of this Agreement. Schedule guarantees will include
         provision for payment by Bechtel of liquidated damages


Alliance Agreement                Page 6 of 37
<PAGE>   7


         should the Project schedule not be met. Bechtel will also provide
         performance guarantees for the Services as described in Article 8 of
         this Agreement.

ARTICLE 2 -- PARTIES COMMITMENT TO THE PRO TERRA (TM) TECHNOLOGY

2.1      Bechtel agrees it will not license its MP Refining(SM) Process for use
         in processing of Used Oil unless it is included with the ProTerra(TM)
         Process.

2.2      Bechtel agrees it will not delay or withhold licenses for the MP
         Refining(SM) Process for incorporation into the ProTerra(TM) Process.
         Such MP Refining(SM) licenses will be issued under the terms of an
         agreed form of MP Refining(SM) license agreement, and if requested to
         do so by Probex, in addition to the MP Refining(SM) license agreement,
         Bechtel will provide the process guarantees and technical services for
         such project(s).

2.3      Subject to Article 2.2 above, Probex agrees to exclusively use the MP
         Refining(SM) Process as the finishing step in the ProTerra(TM) Process
         when a Solvent Finishing Unit is used.

2.4      Bechtel agrees it will not perform FEL or EPC services to design or
         construct used oil processing facilities for another processor of Used
         Oil.

2.5      Bechtel agrees to actively promote the ProTerra(TM) Process for the
         processing of Used Oil, consistent with the stated objectives of this
         Agreement.

ARTICLE 3 -- PARTIES COMMITMENT TO FEL AND EPC

3.1      Probex and Bechtel working together will develop economically
         competitive Projects (including but not limited to FEL and EPC) through
         actions such as the sharing of information during the Open Book Funding
         Cost Estimate process as well as the sharing and review of comparative
         project metrics on cost and schedule.

3.2      Probex and Bechtel agree to work together to improve the cost
         competitiveness of the ProTerra(TM) Process, including the development
         of standard templates and module designs, to enable the marketing of
         the ProTerra(TM) Process as a package product on a world-wide basis. In
         this regard, it shall be the goal of both Parties (without implying any
         commitment) to sufficiently test and prove the Pro Terra(TM) Process
         such that it will no longer be unproven technology; whereupon the
         Parties intend to commence discussions in good faith regarding the
         practicality of wrapping Bechtel's EPC performance guarantees, to
         include the Pro Terra(TM) Process.

3.3      Consistent with Article 3.1 above Probex agrees that Bechtel shall be
         Probex's exclusive contractor for the performance of any FEL work
         involving the processing of Used Oil with the Probex Pro Terra(TM)
         Process technology.


Alliance Agreement                Page 7 of 37
<PAGE>   8


3.4      Consistent with Article 3.1 above Probex agrees that Bechtel shall be
         Probex's exclusive contractor for the performance of EPC on Projects
         involving the processing of Used Oil with the Probex Pro Terra(TM)
         Process technology in which Probex or its Affiliates have the actual
         authority through management control or other effective governance of
         the Project to designate and/or select the EPC contractor.

3.5      Consistent with Article 3.4 above, Probex agrees, and is committed to
         use commercial best efforts, to promote Bechtel as the sole source EPC
         contractor on Probex joint venture Projects involving the processing of
         Used Oil with the Probex Pro Terra(TM) Process technology. Probex
         agrees to use commercial best efforts to introduce Bechtel to its
         prospective joint venture partners and, to the extent commercially
         reasonable, to actively engage Bechtel in Probex's discussions with
         such prospective joint venture partners concerning FEL and EPC
         activities.

3.6      In the event Bechtel is not the contractor for the performance of EPC
         on Projects involving the Probex Pro Terra(TM) Process technology, the
         use of Bechtel documents, other than documents developed during the FEL
         performed by Bechtel, will be governed by Article 9.

ARTICLE 4 - MANAGEMENT OF THE ALLIANCE

4.1      Probex and Bechtel have each designated company representatives who
         will have prime responsibility for this Alliance at an executive
         officer level ("Executive Sponsors"). The Executive Sponsors will be
         responsible for establishing the overall strategy and objectives of the
         Alliance, as well as for making the key decisions that impact the
         performance of the Alliance.

4.2      Bechtel has designated John Duty as its Executive Sponsor for the
         leadership of both the business and the technical/engineering aspects
         of the Alliance.

4.3      Probex has designated Charles M. Rampacek as its Executive Sponsor for
         the leadership of both the business aspects and technical/engineering
         aspects of the Alliance.

4.4      The Parties may each freely substitute or change its respective
         Executive Sponsor as desired with another member of the senior
         management of such Party, upon written notice to the other Party.

ARTICLE 5 - ALLIANCE ADVISORY GROUP

5.1      An Alliance Advisory Group will be established to provide strategic
         direction and to set priorities for the Alliance, consistent with the
         decisions and direction provided by the Executive Sponsors.


Alliance Agreement                Page 8 of 37
<PAGE>   9


5.2      The Alliance Advisory Group shall be comprised of up to six (6)
         members, with up to three (3) members being appointed by Probex and up
         to three (3) being appointed by Bechtel. Each member of the Alliance
         Advisory Group shall be an employee of their respective company. The
         initial members of the Alliance Advisory Group are:

<TABLE>
<CAPTION>
                      Probex                         Bechtel
                      ------                         -------
<S>                                                  <C>
                      Dave McNiel                    Mitch Clayman
                      Martin MacDonald               Jim Jackson
                      [to be named]                  John Dalton
</TABLE>

5.3      The Parties may each appoint, substitute or change its respective
         members on the Alliance Advisory Group by written notice to the other
         Party.

5.4      The Alliance Advisory Group shall meet either in person or by telephone
         as regularly as needed, but no less frequently than four (4) times per
         year. The purpose of these meetings will be to consider all matters
         affecting the operation and administration of the Alliance.

ARTICLE 6 - COMPENSATION

6.1      For work performed or technical services provided under a Technical
         Services Agreement, Probex will compensate Bechtel as follows:

         a)       For a Project where Bechtel will be the EPC contractor:

                  i)       Pay to Bechtel a multiple (to be agreed upon by the
                           Parties) of the actual Base Salary Hourly Rate of the
                           Bechtel personnel assigned to the performance of the
                           technical services, for each hour, or part thereof,
                           that such personnel are directly engaged in the
                           performance of the technical services, to cover
                           payroll and related costs, including employee
                           benefits and related labor costs, payroll burden,
                           overhead, computer-related expenses including
                           off-project support and software; telephone and
                           facsimile costs, document production and
                           reproduction, and other office services; and

                  ii)      Reimburse Bechtel for premium overtime, shift
                           differentials, or any other associated payroll or
                           overhead costs incurred by Bechtel in performing the
                           FEL or related work. Such reimbursement will only be
                           for work that is done with the prior written
                           authorization of Probex's project manager; and

                  iii)     [Confidential material redacted and filed separately
                           with the Commission]; and

                  iv)      The Technical Services Agreement will include terms
                           for concurrent payment for technical services.

         b)       For a Probex Project where Bechtel will not be the EPC
                  contractor, Probex and its joint venture partners shall:


Alliance Agreement                Page 9 of 37
<PAGE>   10


                  i)       [Confidential material redacted and filed separately
                           with the Commission]; and

                  ii)      Reimburse Bechtel for premium overtime, shift
                           differentials, or any other associated payroll or
                           overhead costs incurred by Bechtel in performing the
                           FEL or related work. Such reimbursement will only be
                           for work that is done with the prior written
                           authorization of Probex's project manager; and

                  iii)     The Technical Services Agreement will include terms
                           for concurrent payment for technical services.

         c)       Reimburse Bechtel for all reasonable and necessary direct
                  travel and living expenses directly related to the technical
                  services incurred by Bechtel personnel directly engaged in the
                  performance of the technical services (to the extent not
                  directly provided or paid for by Probex), including the cost
                  of air or land travel, lodging, meals, and incidental
                  expenses; and

         d)       Where Bechtel is the EPC contractor, Bechtel may earn
                  incentives for any documented cost savings identified in the
                  FEL including but not limited to incorporation of lessons
                  learned and innovative improvements as set forth in subsection
                  A of Exhibit 3.

6.2      For work performed in accordance with Articles 6.1(a) and (b) above,
         Bechtel shall maintain records and supporting documentation of costs
         for which it is entitled to compensation. Such records and
         documentation shall be kept in accordance with Bechtel's established
         policies, procedures and practices and generally accepted accounting
         principles consistently applied. After giving reasonable notice, Probex
         shall be allowed access to such records, during Bechtel's normal
         business hours during the performance of the technical services and for
         a period of one (1) year after completion or termination thereof, to
         the extent reasonably required to verify the payroll and other direct
         reimbursable costs (excluding established or agreed rates).

6.3      Probex will compensate Bechtel for EPC Services on a lump sum basis.
         The following methodology shall be employed in setting the Contract
         Price:

         a)       A Funding Cost Estimate for each Project will be developed
                  [Confidential material redacted and filed separately with the
                  Commission] as a deliverable under the FEL for each Project.

         b)       [Confidential material redacted and filed separately with the
                  Commission]

         c)       [Confidential material redacted and filed separately with the
                  Commission]


Alliance Agreement                Page 10 of 37
<PAGE>   11


         d)       The Contract Price will be the sum of Articles 6.3 (a), (b),
                  and (c) above.

6.4      The Contract Price and the Project schedule including the guaranteed
         completion date for each Project shall be adjusted in response to
         changes in the scope of the Services ordered by Probex, for changed
         conditions from those described in the scoping documents or other
         changes as set forth in the applicable EPC Contract.

         Specifically, "changes" shall include;

         a)   any force majeure event (to be defined in the applicable EPC
              Contract) having a direct and material impact on Bechtel's
              schedule or costs (such as storage costs and/or costs of
              de-mobilization, re-mobilization, and other costs to the extent
              not covered by insurance, subject to a per occurrence cap on such
              costs to be agreed by the Parties in the EPC Contract), subject to
              Bechtel's reasonably commercial best efforts to mitigate the
              affects of any such force majeure event on the Contract Price and
              schedule and reasonable promptness by Bechtel in submitting
              contingency plans and budgets to mitigate for such events;

         b)   failure or delay of Probex to perform its obligations as required
              in the EPC Contract, except in the case of Bechtel default;

         c)   discovery of any archaeological find at the site, to the extent
              not reasonably discoverable by site inspection (scope of any such
              site inspections for archaeological artifacts to be agreed by the
              Parties) which may be agreed to be performed by Bechtel;

         d)   discovery of unforeseen ground conditions at the site, to the
              extent not reasonably discoverable by site inspection (scope of
              any such site inspections for subsurface conditions to be agreed
              by the Parties) which may be agreed to be performed by Bechtel;

         e)   discovery of Hazardous Wastes or Materials which are not the
              responsibility of Bechtel;

         f)   revisions, additions, or deletions to job specification that are
              ordered by Probex, except if required to achieve compliance with
              job specifications or to correct omissions or errors made by
              Bechtel or it's Affiliates;

         g)   deficiencies in the performance of the Probex Pro Terra(TM)Process
              (excluding deficiencies in the Solvent Finishing Unit or any
              failure of the MP Refining(SM) Process);

         h)   suspension of the Project by Probex;

         i)   changes in law or regulation which have a material affect on the
              work and occur after the effective date of the applicable EPC
              Contract, and any such other matters as the Parties may agree in
              an EPC Contract.

         Without limiting the foregoing, Bechtel will be entitled to
         reimbursement for its time and expenses for the preparation of
         engineering, scheduling, and cost estimates expressly authorized by
         Probex in writing when considering possible changes.

6.5      Additional compensation in the form of incentives for outstanding
         performance may be earned by Bechtel, above the Contract Price as
         calculated in Article 6.3 (d) above, and shall be payable to Bechtel as
         set forth in subsection B of Exhibit 3.


Alliance Agreement                Page 11 of 37
<PAGE>   12


6.6      Payment for Services will be per an agreed milestone payment schedule
         and upon Bechtel or its Affiliate's completion of the agreed milestone
         events, all as shall be incorporated into the associated EPC Contract.

6.7      For Technical Services Agreements and EPC Contracts, interest will be
         accrued and payable to a Party on undisputed amounts that are due and
         remain unpaid after the payment due date. [Confidential material
         redacted and filed separately with the Commission]


6.8      The terms and conditions in this Agreement represent Bechtel's baseline
         risk/reward profile for future Projects. Specific Project agreements,
         which will take precedence over this Alliance Agreement, may have
         altered terms and conditions based on unique project requirements, in
         which case the compensation methodology and amounts as set forth in
         Article 6.3, will be adjusted in later Project agreements to maintain
         an equitable balance between risk and reward as provided for in this
         Agreement.

6.9      Probex will pay to Bechtel a license fee for use of the MP Refining(SM)
         Process per the terms of the applicable MP Refining(SM) License
         Agreement.

6.10     Some compensation due Bechtel may be deferred for other considerations
         by mutual consent of the Parties.

6.11     Bechtel acknowledges and accepts that Probex will seek to finance all
         or part of the Projects on a non-recourse basis, and agrees to
         cooperate with Probex to take such actions, enter into such documents
         and agreements and, to the extent commercially reasonable and not
         inconsistent with this Agreement, will do other acts and things
         necessary to achieve such project financing and to accommodate the
         reasonable demands of the Project's lenders (the "Lenders").

ARTICLE 7 - SCHEDULE

7.1      Bechtel's Project schedule will be developed as a deliverable under the
         FEL. Bechtel will guarantee a completion date as adjusted pursuant to
         the terms of the applicable EPC Contract, which will be supported by
         liquidated damages to cover Probex's finance costs and certain fixed
         costs during any schedule delay to the guaranteed completion date to
         the extent attributable to Bechtel under an EPC Contract. Unless
         otherwise provided for in the EPC Contract, the guaranteed completion
         date shall occur after the successful completion of the agreed
         performance testing of the plant, and shall be evidenced by the
         certification of an independent engineer for the Lenders stating that
         the Project was constructed by Bechtel in accordance with the EPC
         Contract and that all conditions for guaranteed completion have been
         met. Unless otherwise provided for in the EPC Contract, Probex will be
         responsible for commissioning, startup, and operation of the
         ProTerra(TM) Process, other than the MP Refining(SM) Process. Bechtel
         will be responsible for


Alliance Agreement                Page 12 of 37
<PAGE>   13


         achieving mechanical completion in time for Probex to commence
         commissioning, startup and operation per the project schedule. Upon
         filling the feed tanks to the MP Refining(SM) Process unit with design
         feed, Bechtel will be required to meet minimum performance criteria of
         the MP Refining Process by the contractually agreed guaranteed
         completion date. Notwithstanding anything to the contrary in this
         Agreement, except as stated in Article 3.2 (which remains as an
         Alliance goal and not as a Bechtel commitment), in no event will
         Bechtel warrant or guarantee the Pro Terra(TM) Process or otherwise be
         liable for any delays due to the deficient performance of the Pro
         Terra(TM) Process (other than for any deficiencies in Bechtel's design
         or workmanship or similar causes to the extent attributable to Bechtel,
         such as the delay or failure of the MP Refining(SM) Process to perform
         as guaranteed by Bechtel) or for delays in the testing of the Solvent
         Finishing Unit (if such testing is delayed by Probex's failure to
         deliver adequate feedstock for testing or otherwise due to delays in
         the testing of the Pro Terra(TM) Process unless such delays are due to
         Bechtel's failure to achieve mechanical completion by the scheduled
         contract date).

7.2      Bechtel shall assume risk of loss for damage to the Project until the
         completion date, as adjusted pursuant to the provisions of the
         applicable EPC Contract. After said date, risk of loss for damage to
         the Project shall be assumed by Probex and Probex shall obtain waivers
         of subrogation in favor of Bechtel and its Affiliates from its property
         insurers and shall release Bechtel and its Affiliates from liability
         for physical loss or damage to the Project subject to Bechtel's payment
         of an agreed amount per occurrence, for losses caused by Bechtel's
         negligence while performing warranty work. Except to the extent
         provided above, Bechtel and its Affiliates shall have no liability for
         such loss or damage to the Project property arising out of or related
         to its warranty obligations.

7.3      Throughout the duration of the Project and as part of the Contract
         Price, Bechtel shall provide Builder's Risk Insurance for the full
         replacement value of the Project and related insurance coverages such
         as, but not limited to, Delay in Start Up Insurance (ALOP), Marine
         Cargo and Comprehensive General Liability, and shall obtain such
         insurance from reputable insurers and with insurance brokers of its
         choice, and reasonably acceptable to Probex and its Lenders. Such
         insurance shall name Probex and its Lenders as additional insureds
         and/or loss payees and waive subrogation against Probex and its
         Lenders. The insurance coverages shall be subject to review by the
         Lenders and shall be in form, substance and limits customary in project
         finance projects of a size and nature similar to the Project.

ARTICLE 8 - LIABILITY EXCLUSIONS

The Parties agree that the liability limitations and releases set out in this
Article 8 shall apply to all Projects and shall be included in all EPC
Contracts.

8.1      Under no circumstances, even if caused by the gross negligence or
         Willful Misconduct of one of the Parties, shall either Party (their
         subcontractors and vendors, subject to an acceptable


Alliance Agreement                Page 13 of 37
<PAGE>   14


         form of mutual release) or its Affiliates be liable to the other Party
         or its Affiliates for any incidental, special, consequential or
         punitive damages including but not limited to loss or damage resulting
         from loss of use, loss of profits or revenues, cost of capital, loss of
         goodwill or like items of loss or damage arising out of or related to
         the Alliance or any agreements between the Parties and each Party
         hereby releases the other Party and its Affiliates from all such loss
         or damage.

8.2      The Parties will agree on a total limit of liability of Bechtel under
         the applicable terms of the EPC Contract for each Project, which will
         be capped at a percentage of the Contract Price. This total liability
         cap shall apply except in the case of Willful Misconduct by Bechtel
         supervisory personnel (or higher) or Bechtel's obligation to re-perform
         deficient engineering, for which no cap shall exist, or for Bechtel's
         obligation to reach mechanical completion which is capped at the value
         of the Contract Price or such other exceptions mutually agreed by the
         Parties. Schedule liquidated damages and performance liquidated damages
         will be separately subcapped as a percentage of Contract Price, and
         both subcaps will be subject to the total liability cap for all
         liquidated damages. The Parties will agree on a subcap for warranty
         claims which shall be a percentage of the Contract Price, provided the
         warranty subcap will be further subject to the overall total liability
         cap.

         Bechtel agrees that if the guaranteed project milestone, referenced in
         Article 7, is not achieved by the guaranteed completion date, then
         Bechtel shall pay to Probex or its Affiliate liquidated damages for
         each day of delay starting on the guaranteed completion date in
         achieving such milestone, subject to an agreed subcap as set forth in
         the preceding paragraph. To the extent the Parties agree, the payment
         of schedule liquidated damages will be subject to a grace period.

         The aggregate liability of Bechtel, its subcontractors, vendors, agents
         or employees, with respect to claims of Probex arising out of
         performance or non-performance of obligations under the Project
         agreement(s) shall not exceed the liability limitations agreed to by
         the Parties in such Project agreement(s) and Probex shall release
         Bechtel from any liability in excess thereof.

8.3      Each Party in the Project Agreements shall defend, indemnify and hold
         harmless the other Party against liability for personal injury to, and
         damage to the property of, each Party's employees and to third-parties
         to the extent of that Party's negligence.

8.4      Notwithstanding the provisions of Article 8.3 above, Probex hereby
         releases Bechtel and its Affiliates from all liability for loss or
         damage to property adjacent to the Project which is owned or in the
         custody of Probex and/or its Affiliates and Probex further agrees to
         obtain the necessary waiver of subrogation from the property insurers.

         To the extent that Probex will develop a Project that is "inside the
         fenceline" of (or immediately adjacent to) a "host" property owner,
         then Probex shall use its best efforts to obtain on behalf of both
         Probex and Bechtel, releases from liability for direct and
         consequential loss or damage to the "host's" adjacent or surrounding
         property.


Alliance Agreement                Page 14 of 37
<PAGE>   15


8.5      Subject to Bechtel's right to rely upon the adequacy, completeness, and
         sufficiency of the information provided by Probex, Bechtel warrants its
         professional engineering services and construction workmanship, the
         structural, mechanical, electrical and hydraulic integrity of plants
         engineered and constructed by Bechtel, as set forth in and limited by
         the terms and conditions of the applicable EPC Contract. Bechtel will
         also provide a process guarantee for the MP Refining(SM) Process as set
         forth in and limited by the terms and conditions of the applicable EPC
         Contract, if Bechtel is to perform the EPC Services, or of any separate
         process guarantee agreement(s), as applicable.

         Bechtel shall not be liable for deficiencies in any Project to the
         extent resulting from (i) the Pro Terra(TM) Process Technology (except
         for deficiencies in engineering or workmanship or to the extent covered
         by the MP Refining(SM) process guarantee), (ii) from design,
         engineering, procurement, or construction decisions made by Probex with
         written reservations of Bechtel, (iii) deficiencies in the Project
         systems and equipment resulting from decisions made at the written
         request of Probex, or (iv) as a result of willful or negligent acts of
         Probex or Probex's employees, agents or other contractors.

         Specific to 8.5 (ii) and (iii) above, Bechtel shall not be liable for
         deficiencies in the work or Services, including but not limited to
         performance deficiencies, to the extent resulting from the specific
         written direction or information of Probex relating to the design,
         engineering, procurement or construction of the Project, but only to
         the extent that Bechtel's reporting requirements give Probex (a) notice
         of a reservation in writing per a mutually agreed project procedure and
         within a reasonable time after the Probex requested change, and (b)
         Bechtel's reservations are not subsequently resolved and provided to
         Probex in writing per the procedure. Accordingly, any such deficiency
         in the work or Services about which Bechtel has not specifically
         reported as being resolved in accordance with subparagraph (b) of the
         preceding sentence, shall not be considered the result of Bechtel's
         failure to properly design, engineer, procure, or construct the
         Project, but shall instead be considered the result of a "decision made
         at the written request of Probex."

8.6      Probex, or its process insurer, will be liable for any process
         deficiencies in the Pro Terra(TM) Process technology except as
         otherwise stated in Article 8.5 above.

8.7      Bechtel shall only be responsible for removing, transporting, and
         disposing of Hazardous Wastes or Materials either brought on the site
         (excluding initial fills of chemicals and feedstock) by Bechtel or its
         Affiliates and subcontractors or produced or created as part of
         Bechtel's or its Affiliates' and subcontractors' construction activity
         on the site. Bechtel shall defend, indemnify, hold harmless and release
         Probex from liabilities arising out of such Hazardous Wastes or
         Materials for which Bechtel is responsible.

         Probex shall be responsible for all pre-existing Hazardous Wastes or
         Materials encountered during the work and Probex shall be responsible
         for Hazardous Wastes or Materials generated by Probex on the site,
         including initial fills of chemicals and feedstock. Other than
         Hazardous Wastes or Materials for which Bechtel is responsible under
         the


Alliance Agreement                Page 15 of 37
<PAGE>   16


         preceding paragraph of this Article 8.7, Probex shall be solely
         responsible for removing, transporting, and disposing of Hazardous
         Wastes or Materials on the site. Probex shall indemnify, hold harmless
         and release Bechtel from liabilities arising out of Hazardous Wastes or
         Materials pre-existing or generated by Probex at the site.

*

8.8      Bechtel's warranty obligations shall be subject to the liability
         limitations in the EPC Contract.

         Bechtel will warrant for one (1) year that the EPC work and the
         Services will have been performed in accordance with the EPC Contract,
         shall be free from defects in design, workmanship and title, shall
         conform in all material respects to the design documents in the EPC
         Contract; that all permanent plant equipment and materials shall be new
         and free from defects, unless otherwise specifically agreed to by the
         Parties. Notwithstanding Bechtel's one year warranty on equipment,
         Bechtel shall assign, to the extent assignable, all warranties of
         subcontractors and equipment suppliers.

         The warranty obligations and liabilities of Bechtel will not extend to
         any repairs, adjustments, alterations, replacements, or maintenance
         that may be required as a result of normal corrosion, erosion, noise
         level, or normal wear and tear in the operation of the Project, or as a
         result of Probex's failure to operate and maintain the plant after the
         completion date in accordance with good operating practices or as a
         result of Probex's operation of the Project at conditions of service at
         variance with the design documents or operating manuals to be
         deliverables under the EPC Contract.

         EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THE VARIOUS AGREEMENTS
         AND CONTRACTS BETWEEN THE PARTIES, BECHTEL MAKES NO OTHER WARRANTIES OR
         REPRESENTATIONS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING
         ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE, RELATING TO
         DESIGN OR OTHER SERVICES, OR TO EQUIPMENT OR MATERIALS, TO BE PROCURED
         BY BECHTEL.

     *   Each Party will be responsible for any product generated and its
         disposal during commissioning an testing of their respective processes
         of a Probex Project.

8.9      Bechtel shall have no liability for the work performed or for the acts
         or omissions of any third-party contractors that perform work directly
         for Probex on any of the Projects and Probex agrees to defend,
         indemnify, and hold Bechtel harmless for all claims of loss, damage, or
         injury arising out of or in connection with any work performed by such
         third-party contractors of Probex.

8.10     The waivers, disclaimers of liability, and releases from liability, set
         forth in this Agreement shall apply even in the event of the fault,
         negligence (in whole or in part), strict liability, breach of contract,
         or otherwise of the Party released or whose liability is waived,
         disclaimed or limited and shall extend to such Party's related or
         Affiliated entities and its and their directors, officers, employees
         and agents.

8.11     Each of the Parties represent that either it is the sole owner of its
         interest in this Alliance or that it is authorized to bind and does
         bind all owners with an interest in this Alliance to the


Alliance Agreement                Page 16 of 37
<PAGE>   17


         releases and limitations of liability and obligations set forth in this
         Agreement. Each Party further agrees that any future recipient of any
         interest in this Agreement will be bound by such obligations and
         releases and limitations of liability such that the total aggregate
         liability of each respective Party and such recipients shall not exceed
         the limits of liability set forth for that Party in the various
         agreements between the parties.

8.12     The remedies set forth in the EPC Contracts and the other Project
         agreements will be the sole and exclusive remedies of the Parties to
         such Project agreement(s) for the obligations and liabilities arising
         out of or in connection with such Project agreements.

ARTICLE 9 - OWNERSHIP OF DATA AND INTELLECTUAL PROPERTY RIGHTS

Ownership and use of Data for the ProTerra(TM) Process and the MP Refining(SM)
technology, and Intellectual Property Rights associated with same, are set out
in Exhibit 1.

Furthermore, Probex and its Affiliates shall not be permitted to use, provide,
or otherwise transfer Bechtel's proprietary software applications or Bechtel's
Key Activities for Success Execution methodology.

Notwithstanding the Intellectual Property Rights set out in Exhibit 1,
engineering, procurement, and construction documents produced in accordance with
Technical Services Agreements, and EPC Contracts will contain Confidential
Information (defined below) proprietary to Bechtel and/or Probex which is not to
be disclosed or used, in whole or in part, by anyone without the written
permission of Probex and/or Bechtel, as applicable, such permission not to be
unreasonably withheld. Should a contractor other than Bechtel perform EPC on a
Probex Project, Bechtel shall be held harmless by the selected EPC contractor
for its use of Bechtel prepared documents, other than documents prepared
specifically for that Probex Project.

ARTICLE 10 - CONFIDENTIAL INFORMATION

10.1     "Confidential Information" shall mean all information disclosed by
         either Probex or Bechtel to each other in writing, orally, or in any
         other form that is identified as confidential or proprietary or that,
         due to the nature of the information or the circumstances surrounding
         disclosure, should be treated as confidential or proprietary, including
         but not limited to financial plans, strategic plans, customer lists,
         technical documentation, software (excluding the object code), and
         business marketing information. The Party disclosing such Confidential
         Information shall be the "Disclosing Party" and the Party Receiving
         such Confidential Information shall be the "Receiving Party."
         Confidential Information shall not include, however, information (i)
         previously known to the Receiving Party before receipt from the
         Disclosing Party; (ii) independently developed by the Receiving Party
         without access to the Disclosing Party's information; (iii) acquired by
         the Receiving Party from a third party which is not under an obligation
         to the Disclosing Party not to disclose such information; or (iv) which
         is or becomes publicly available through no breach by the Receiving
         Party of this Agreement; provided however, that, any combination of
         features shall not be deemed to be within the foregoing


Alliance Agreement                Page 17 of 37
<PAGE>   18


         exceptions merely because individual features are in the public domain
         or in the Receiving Party's possession, but only if the combination
         itself is in the public domain, taught or suggested by another
         reference in the public domain, or in the Receiving Party's possession.

10.2     The Receiving Party shall maintain in confidence all Confidential
         Information received from the Disclosing Party for a period of ten (10)
         years, or such lesser period of time that the Parties may agree to,
         from receipt of such information, shall use such Confidential
         Information only as expressly contemplated by this Agreement, and shall
         not disclose any such Confidential Information to a third party, or use
         or duplicate any Confidential Information, except as expressly
         permitted hereunder or make any unauthorized use thereof.

10.3     The Receiving Party shall limit the disclosure of the Disclosing
         Party's Confidential Information to those of its employees who have a
         need to access such Confidential Information for their performance of
         this Agreement or their performance in relation to a Project. The
         Receiving Party shall treat such Confidential Information with the same
         degree of care against disclosure or unauthorized use which it affords
         to its own information of a similar nature, provided that the Receiving
         Party shall at minimum implement commercially reasonable measures to
         prevent such disclosure or unauthorized use. The Receiving Party shall
         ensure that its employees, engineers, contractors, or agents who will
         have access to the Disclosing Party's Confidential Information shall be
         under an obligation to abide by the secrecy obligations imposed on the
         Receiving Party pursuant to this Agreement. Further, the Receiving
         Party shall ensure that the Disclosing Party has the right to enforce
         any secrecy obligation imposed on an engineer or contractor that is
         provided access to Confidential Information.

10.4     In the event the Receiving Party receives a subpoena or other validly
         issued administrative or judicial process requesting any portion of the
         Confidential Information of the Disclosing Party, the Receiving Party
         shall promptly notify the Disclosing Party and tender to it defense of
         such demand. Unless the demand shall have been timely limited, quashed
         or extended, the Receiving Party shall thereafter be entitled to comply
         with such subpoena or other process to the extent permitted by law. If
         requested by the Disclosing Party to whom the defense has been
         tendered, the Receiving Party shall cooperate (at the expense of the
         Disclosing Party) in the defense of a demand.

10.5     The Receiving Party agrees that the unauthorized disclosure or use of
         the Disclosing Party's Confidential Information may cause irreparable
         harm and significant and immeasurable injury. Accordingly, and
         notwithstanding the provisions of Article 16, the Receiving Party
         agrees that the Disclosing Party shall have the right to seek and
         obtain an injunction against any breach of this Article 10 without
         payment of a bond prior to entry of an order enjoining the disclosure
         or unauthorized use of such Confidential Information.

10.6     Upon any termination of this Agreement for cause, at the Disclosing
         Party's request, the Receiving Party shall, at the Disclosing Party's
         option, either (i) return to the Disclosing Party all copies of the
         Disclosing Party's Confidential Information in tangible (including


Alliance Agreement                Page 18 of 37
<PAGE>   19


         electronic) form; or (ii) destroy all copies of Disclosing Party's
         Confidential Information in tangible (including electronic) form which
         are not returned, and certify to the Disclosing Party that all such
         copies of such Confidential Information have been destroyed.

ARTICLE 11 - DISCLOSURE

11.1     In the event Probex is required to disclose this Agreement, contracts,
         or any work products to the United States Securities and Exchange
         Commission (SEC), Probex and Bechtel will consult and agree in advance
         on which sections will be redacted and filed separately with the SEC.

         It is agreed that any work product prepared by Bechtel shall not be
         disclosed in connection with any public securities offering without
         Bechtel's prior written consent. Any such work product shall only be
         disclosed to sophisticated investors with prior notification to Bechtel
         and with an appropriate disclaimer putting such investors on notice of
         the requirement to perform their own due diligence prior to making any
         investment. Extracts of such work product which attribute the extracted
         information to Bechtel will only be disclosed to third parties after
         prior notification to Bechtel and after these third parties have
         entered into appropriate confidentiality agreements with Probex and
         contractual relationship with Probex pursuant to which such third
         parties are required to have access to such excerpts in connection with
         the performance of their duties to Probex. Otherwise, such extracts of
         such work product will not be disclosed to third parties without
         Bechtel's prior review.

         Work product is defined as all information and documents produced by
         Bechtel pursuant to its contractual obligations to Probex.

11.2     In the event Bechtel is required to disclose this Agreement, contracts,
         or any work products to the United States Securities and Exchange
         Commission (SEC), Probex and Bechtel will consult and agree in advance
         on which sections will be redacted and filed separately with the SEC.

         It is agreed that any work product prepared by Probex shall not be
         disclosed in connection with any public securities offering without
         Probex's prior written consent. Any such work product shall only be
         disclosed to sophisticated investors with prior notification to Probex
         and with an appropriate disclaimer putting such investors on notice of
         the requirement to perform their own due diligence prior to making any
         investment. Extracts of such work product which attribute the extracted
         information to Probex will only be disclosed to third parties after
         prior notification to Probex and after these third parties have entered
         into appropriate confidentiality agreements with Bechtel and
         contractual relationship with Bechtel pursuant to which such third
         parties are required to have access to such excerpts in connection with
         the performance of their duties to Bechtel. Otherwise, such extracts of
         such work product will not be disclosed to third parties without
         Probex's prior review.

         Work product is defined as all information and documents produced by
         Probex pursuant to its contractual obligations to Bechtel.


Alliance Agreement                Page 19 of 37
<PAGE>   20


11.3     All media releases, public announcements and public disclosures and
         filings by Bechtel or Probex relating to this Agreement or its subject
         matter, including without limitation, promotional or marketing material
         (but not including any announcement intended solely for internal
         distribution at Bechtel or Probex, as the case may be, or any
         disclosure or filing made to satisfy legal, accounting or regulatory
         requirements beyond the reasonable control of Bechtel or Probex, as the
         case may be) shall be coordinated with and approved by Bechtel and
         Probex prior to release thereof. Disclosures made by either Party to
         satisfy legal, accounting or regulatory requirements applicable to such
         Party shall be coordinated with and approved by the other Party in
         advance to the extent reasonably possible.

ARTICLE 12 - NO PARTNER RELATIONSHIP INTENDED

This Agreement is not intended to create a joint venture or partnership between
Probex and Bechtel or to imply any commitment on either Party's part except as
expressly provided herein. Neither Probex nor Bechtel shall have any authority
to bind or act for, or assume any obligation, or responsibility on behalf of the
other Party.

ARTICLE 13 - MARKETING AND  DEVELOPMENT ASSISTANCE

Bechtel shall from time to time but not less than quarterly, meet with Probex in
order to establish and agree upon opportunities, if any, for Bechtel to pursue
in the areas of marketing and development. During such meetings, Bechtel will
make available information which encompasses advice, knowledge and know-how
within the personal possession, transferability and control of Bechtel and used
by Bechtel in marketing capital improvement projects to clients that utilize the
services of world class engineering, procurement and construction companies.
Examples of the information and assistance referred to herein include but are
not limited to the following:

         a)   Sharing with Probex planning and marketing techniques for market
              research, pricing and license support services.

         b)   Exchanging with Probex information about competitive factors and
              trends in the market place.

         c)   Providing routine assistance on Probex initiated sales calls to be
              reimbursed at Bechtel's standard hourly rates plus expenses.

         d)   [Confidential material redacted and filed separately with the
              Commission]


Alliance Agreement                Page 20 of 37
<PAGE>   21


         e)   [Confidential material redacted and filed separately with
              the Commission]

ARTICLE 14 - SOLE OWNER

Probex represents and warrants that, as of the date of execution of this
Agreement, Probex is the sole owner of the ProTerra(TM) Process. Probex
constituent general or limited partners admitted after the effective date of
this Agreement, Probex' successors and assigns, and any future recipient of any
ownership or other property interest in the ProTerra(TM) Process shall be bound
by the releases, limitations on liability, and other protections of Bechtel set
forth in this Agreement and all other


Alliance Agreement                Page 21 of 37
<PAGE>   22


contractual agreements between the Parties. Probex will obtain the express
written agreement of each such person to be bound by such release, limitations
on liability and other protections of Bechtel herein, and such written
agreements to be in form and substance reasonably satisfactory to Bechtel.

Bechtel represents and warrants that, as of the date of execution of this
Agreement Bechtel is the sole owner of the MP Refining(SM) Process. Bechtel's
constituent general or limited partners admitted after the effective date of
this Agreement, Bechtel's successors and assigns, and any future recipient of
any ownership or other property interest in the MP Refining(SM) Process shall be
bound by the releases, limitations on liability, and other protections of Probex
set forth in this Agreement and all other contractual agreements between the
Parties. Bechtel will obtain the express written agreement of each such person
to be bound by such release, limitations on liability and other protections of
Probex herein, and such written agreements to be in form and substance
reasonably satisfactory to Probex.

ARTICLE 15 APPLICABLE LAW

The construction, validity and performance of this Agreement shall be governed
by Texas law.

ARTICLE 16 ALTERNATE DISPUTE RESOLUTION

16.1     If, at any time, any question, dispute or difference shall arise
         between the Parties, arising out of this Agreement or related thereto
         or to its validity, either Party may as soon as reasonably practicable,
         give to the other Party notice in writing of the existence of such
         question, dispute or difference, specifying its nature and the point at
         issue. The Executive Sponsors will meet for negotiations at a mutually
         agreed time and place and attempt to resolve the issue. If the matter
         has not been resolved within thirty (30) calendar days of the
         commencement of such negotiations, the Parties agree to consider
         resolution of the dispute through some form of Alternative Dispute
         Resolution (ADR) process which is mutually acceptable to the Parties.

16.2     If the Parties do not agree on an ADR process within thirty (30)
         calendar days, or if the matter has not been resolved in the ADR
         process within sixty (60) calendar days after the Parties have agreed
         to submit to the ADR process, each Party shall have the right to
         institute arbitration proceedings under the arbitration rules of the
         American Arbitration Association.

16.3     All disputes arising in connection with this Agreement shall be fully
         and finally settled under the Construction Industry Rules of the
         American Arbitration Association, by one or more arbitrators appointed
         in accordance with those Rules, on the basis of the terms of this
         Agreement, relevant trade usages and general principles of law.
         Arbitration awards rendered shall not be subject to any form of appeal,
         but judgment thereon may be entered in any court or application may be
         made to any court for a judicial acceptance of the award and an order
         of enforcement as the case may be.


Alliance Agreement                Page 22 of 37
<PAGE>   23


16.4     Arbitration will be in the English language, and shall be held in a
         location mutually acceptable to the Parties, or if the Parties are
         unable to agree on a location at a site determined by the American
         Arbitration Association.

ARTICLE 17- TERMINATION

17.1     This Agreement shall be in effect from the effective date of execution
         of this Agreement and shall remain in effect until it is terminated
         under the terms of this Agreement.

17.2     This Agreement shall be in effect from the date of execution of this
         Agreement and shall continue in full force and effect for five (5)
         year's from said date. Should neither Party cancel the Agreement at the
         end of the initial five year term, the Agreement shall continue on a
         year-to-year basis unless it is renewed for a term greater than one
         year by the mutual agreement of the Parties. Either Party may terminate
         this Agreement effective on the Agreement renewal date, provided such
         Party has given written notice of its intent to terminate at least
         three (3) months prior to the applicable renewal date.

17.3     PROBEX AGREES THAT IT SHALL HAVE NO RIGHT TO TERMINATE THIS AGREEMENT
         FOR CONVENIENCE, AND SHALL ONLY HAVE THE RIGHT TO TERMINATE THIS
         AGREEMENT FOR A MATERIAL BREACH BY BECHTEL OR ITS AFFILIATES OF ITS
         PROVISIONS, INCLUDING SPECIFICALLY, ARTICLE 19.

         BECHTEL AGREES THAT IT SHALL HAVE NO RIGHT TO TERMINATE THIS AGREEMENT
         FOR CONVENIENCE, AND SHALL ONLY HAVE THE RIGHT TO TERMINATE THIS
         AGREEMENT FOR A MATERIAL BREACH BY PROBEX OR ITS AFFILIATES OF ITS
         PROVISIONS, INCLUDING SPECIFICALLY, ARTICLE 19.

17.4     Probex reserves the right to terminate for convenience any individual
         Project to be undertaken pursuant to this Agreement, although Probex
         will not have the right to terminate an EPC Contract for the sole
         purpose of substituting another contractor.

17.5     Bechtel reserves the right to suspend or terminate individual EPC
         Contracts for non-payment, to the extent therein provided.

17.6     If this Agreement is terminated or not renewed then Articles 8
         ("Liability Exclusions"), 9 ("Ownership of Data and Intellectual
         Property Rights"), and 10 ("Confidential Information") of this
         Agreement shall survive such termination or non-renewal of this
         Agreement.

ARTICLE 18 - ORDER OF PRECEDENCE

In the event of a conflict between any of the following items, they shall take
precedence in the order listed:

         a)   Individual Project agreements for any Project in the following
              order of precedence, as applicable:


Alliance Agreement                Page 23 of 37
<PAGE>   24


               (i)      EPC Contract

               (ii)     Other Project agreements, the order of precedence of
                        which to be mutually agreed by the Parties for each
                        Project (regardless of whether such Project agreements
                        are dated before or after the effective date of this
                        Agreement).

         b)   This Alliance Agreement

         c)   The Master License Agreement

ARTICLE 19 - FAIR OPERATION OF AGREEMENT

In entering into this Agreement, Bechtel and Probex recognize that it is
impracticable to make provision for every contingency which may arise during the
life of the Agreement. Bechtel and Probex concur in the principle that the
Agreement shall operate between them with fairness and good faith, and if, in
the course of the performance of this Agreement, an infringement of this
principle is anticipated or disclosed, then Bechtel and Probex shall promptly
consult together in good faith in an endeavor to agree upon such action as may
be necessary to remove the cause or causes of such infringement.

ARTICLE 20 - APPROVED  MODULE  FABRICATORS

Exhibit 2 contains an approved lists of module fabricators for the ProTerra(TM)
Process. This approved list of module fabricators may be modified by mutual
consent of Probex and Bechtel.

ARTICLE 21 - NOTICES

All notices required to be given under any provision of this Agreement by either
Party hereto shall be given by certified mail return receipt requested or via
facsimile, addressed to the office of the Party named in this Agreement, as
follows, subject to any changes occurring at one Party and to be promptly
notified to the other Party:

<TABLE>
<S>                                       <C>
         Bechtel Corporation              Probex Corporation
         3000 Post Oak Blvd.              13355 Noel Rd., Ste. 1200
         Houston, Texas 77056             Dallas, Texas 75240

         Attn: Mitch Clayman              Attn: David J. McNiel

         Tel: 713/235-3386                Tel: 972-788-4772
         Fax: 713/235-4494                Fax: 972-980-7068
</TABLE>

ARTICLE 22 - ASSIGNMENT

Neither Party shall assign its obligations under this Agreement without the
prior written consent of the non-assigning Party, provided, however, that a
Party may assign any of its rights or obligations hereunder to a related entity
subject to the assigning Party remaining fully responsible and liable towards
the non-assigning Party for the performance by such related entity of any
assigned obligations.


Alliance Agreement                Page 24 of 37
<PAGE>   25


ARTICLE 23 - COMPLIANCE WITH LAW

23.1     Foreign Corrupt Practices Act. The Parties agree that they at all times
         shall comply with, and that all rights and obligations hereunder shall
         be subject to, all applicable laws, regulations, orders and decrees of
         any court or governmental authority. With respect to any international
         Projects, each Party represents and warrants that it and its employees:
         (i) are familiar with the provisions and requirements of the Foreign
         Corrupt Practice Act (the "FCPA"), a Federal Law of the United States
         of America, including the record keeping requirements thereof; and (ii)
         recognizes that full compliance with the letter and spirit of the FCPA
         is the corporate policy of the Parties. In all matters relating to this
         Agreement, each Party will conduct itself in full compliance with the
         FPCA.

23.2     Import Export Regulations. Each Party acknowledges and agrees that any
         exportation of technical information and data relating to the
         ProTerra(TM) Process and the MP Refining(SM) Process shall be made in
         strict compliance with all laws and regulations of the United States,
         including the United States Department of Commerce's export control
         regulations.

ARTICLE 24 -- ENTIRE AGREEMENT

This Agreement, its appendices and Exhibits shall constitute the entire
agreement between the Parties relating to the subject matter hereof and, except
for previously executed contracts between the Parties, shall supersede all prior
writings, agreements and understandings, whether written or oral, relating to
the subject matter thereof.

This Agreement may be amended only in writings executed by the authorized
representatives of Probex and Bechtel.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their respective duly authorized representatives on the date set forth below,
to be effective, however, for all purposes, as of the day and year first
hereinabove written.

BECHTEL CORPORATION                      PROBEX CORPORATION

By:                                      By:
       -------------------------------          -------------------------------

Name:                                    Name:
       -------------------------------          -------------------------------

Title:                                   Title:
       -------------------------------          -------------------------------

Date:                                    Date:
       -------------------------------          -------------------------------


Alliance Agreement                Page 25 of 37
<PAGE>   26


                                    EXHIBIT 1
               OWNERSHIP OF DATA AND INTELLECTUAL PROPERTY RIGHTS

         1.1 Ownership of Background Data and IP Rights Therein

         All Data, and all copyrights, design rights, patents, trademarks, trade
secrets, and other intellectual property rights including such intellectual
property rights contained in any Data (collectively, "IP Rights") owned,
developed or prepared by Probex prior to the date of this Agreement or otherwise
independently developed or acquired thereafter (collectively, "Probex Background
Data and IP Rights") shall remain the property of Probex. All Data and IP Rights
in such Data owned, developed or prepared by Bechtel prior to the date of this
Agreement hereof or otherwise independently developed or acquired thereafter
(collectively, "Bechtel Background Data and IP Rights") shall remain the
property of Bechtel.

         1.2 Use of Background Data.

         (a) Bechtel Background Data and IP Rights. Ownership of all Bechtel
Background Data and IP Rights disclosed to Probex or used by Bechtel in
connection with this Agreement shall remain vested in Bechtel, but Bechtel
hereby grants, and Probex accepts such grant of, a non-exclusive right to use
such Bechtel Data and IP Rights, except for Bechtel's MP Refining(SM) Process
Background Data and IP Rights, to Probex, and to any third party whom Probex has
authorized or may in the future properly authorize to use, copy, or modify such
Bechtel Data and IP Rights solely in connection with the construction of Used
Oil processing plants for Probex, its Affiliates and Subsidiaries (as
hereinbelow defined).

         (b) Probex Background Data and IP Rights. Ownership of all Probex
Background Data and IP Rights disclosed to or used by Bechtel in connection with
this Agreement shall remain vested in Probex. Bechtel may use such Probex
Background Data and IP Rights solely as needed to perform technical services for
Probex or Services under any EPC Contract.

         (c) Third Party Background Data and IP Rights. In respect of any Data
or IP Rights vested in any third party that are to be supplied to Probex, but
not prepared or developed by


Alliance Agreement                Page 26 of 37
<PAGE>   27


Bechtel, under or in connection with this Agreement, Bechtel shall obtain from
such third party (with any associated costs to Probex's account (except in the
case of the MP Refining(SM) Process) with Probex's prior approval) permission,
waiver, or license as may be necessary to satisfy the obligations of Bechtel
under and to fulfill the purpose of this Agreement.

         (d) Confidentiality of Background Data. The Parties agree that their
respective Background Data and IP Rights shall be treated as Confidential
Information as provided in Article 10 of this Agreement.

         1.3 Pretreatment Stage Developed Data and IP Rights.

         (a) Ownership. With regard to the pretreatment stage of the
ProTerra(TM) Process, ownership of all Data and IP Rights (excluding Bechtel
Background Data and IP Rights) prepared or developed by Bechtel (collectively,
"Pretreatment Stage Developed Data and IP Rights") shall vest in Probex. All
such Pretreatment Stage Developed Data and IP Rights shall be clearly marked,
where possible, as Probex's property.

         (b) Restriction on Use. Bechtel may use the Pretreatment Stage
Developed Data and IP Rights solely as needed to provide technical services to
Probex or Services under any EPC Contract. To the extent that a Party's
Background Data is incorporated, used or referred to in any Pretreatment Stage
Developed Data or IP Rights therein, that Party's use, rights or ownership in
its Background Data shall not be restricted, affected, or limited in any way, to
the extent herein provided.

         1.4 Distillation Stage Developed Data and IP Rights.

         (a) Ownership. With regard to the distillation stage of the
ProTerra(TM) Process, ownership of all Data and IP Rights (excluding Bechtel
Background Data) prepared or developed by Bechtel hereunder (collectively,
"Distillation Stage Developed Data and IP Rights") shall vest in Probex. All
such Distillation Stage Developed Data and IP Rights shall be clearly marked,
where possible, as Probex's property.


Alliance Agreement                Page 27 of 37
<PAGE>   28


         (b) License to Use. Probex hereby grants to Bechtel, and Bechtel
accepts such grant of, a non-exclusive, irrevocable, royalty-free license to
use, copy or modify the Distillation Stage Developed Data and IP Rights in
connection (i) with the subject matter of this Agreement, or (ii) with a plant
that refines oil into various by-products, provided that the plant does not
manufacture or refine oil products from Used Oil. To the extent that a Party's
Background Data is incorporated, used or referred to in any Distillation Stage
Developed Data or IP Rights therein, that Party's use, rights or ownership in
its Background Data shall not be restricted, affected, or limited in any way, to
the extent herein provided.

         1.5 Finishing Stage Developed Data and IP Rights

         (a) Joint Ownership. With regard to the finishing stage of the
ProTerra(TM) Process ("Finishing Stage"), ownership of all Data and IP Rights
(excluding Bechtel or Probex Background Data and IP Rights) prepared or
developed by Bechtel or Probex (collectively, "Finishing Stage Developed Data
and IP Rights") shall jointly vest in Bechtel and Probex. Any joint ownership by
Probex of the Finishing Stage Developed Data and IP Rights shall not be deemed
to permit Probex to utilize the Solvent Finishing Unit without an MP
Refining(SM) license agreement. All such Finishing Stage Developed Data and IP
Rights shall be clearly marked, where possible, as the property of Bechtel and
Probex.

         (b) Rights to Use. Except as expressly provided in this sub-section,
neither Party may use the Finishing Stage Developed Data and IP Rights without
the prior written consent of the other Party. Notwithstanding any other
provision of this Agreement, or any other written or oral agreement between the
Parties, the Parties may use the Finishing Stage Developed Data and IP Rights as
follows:

    (i)  Use in Connection with This Agreement. Each Party and its
         representatives, agents, and contractors have a non-exclusive,
         irrevocable, royalty-free right to use, copy, or modify the Finishing
         Stage Developed Data and IP Rights in connection with the subject
         matter of this Agreement or of any project agreements.


Alliance Agreement                Page 28 of 37
<PAGE>   29


    (ii) Probex Use. Probex and its Affiliates, representatives, agents, and
         contractors have an exclusive (subject only to the joint rights of
         Bechtel), irrevocable, royalty-free right to use, copy, or modify the
         Finishing Stage Developed Data of the IP rights therein solely in
         connection with plants that manufacture or refine oil products from
         Used Oil; provided, however, that if this Agreement is terminated,
         neither Probex nor its Affiliates shall have the right to use, copy or
         modify the Finishing Stage Developed Data or the IP Rights therein with
         regard to future plants that manufacture or refine oil products from
         Used Oil, but the foregoing shall not affect any existing projects, to
         the extent that project agreements for such projects have been
         executed, that survive the Alliance Agreement.

         (iii) Bechtel Use. Bechtel and its representatives, agents, and
         contractors have an exclusive (subject only to the joint rights of
         Probex), irrevocable, royalty-free right to use the Finishing Stage
         Developed Data in connection with any plant that refines oil into
         various by-products, provided that the plant does not manufacture or
         refine oil products from Used Oil; provided, however, that if this
         Agreement is terminated, neither Bechtel nor its Affiliates shall have
         the right to use, copy or modify the Finishing Stage Developed Data or
         the IP Rights therein with regard to future plants that manufacture or
         refine oil products from Used Oil, but the foregoing shall not affect
         any existing projects, to the extent that project agreements for such
         projects have been executed, that survive the Alliance Agreement.

         (iv) To the extent that a Party's Background Data is incorporated, used
         or referred to in any Finishing Stage Developed Data or IP Rights
         therein, that Party's use, rights or ownership in its Background Data
         shall not be restricted, affected, or limited in any way, to the extent
         herein provided.

         1.6 Balance of Plant Developed Data and IP Rights.

         (a) Ownership. With regard to the Balance of Plant, that is, any
facilities other than those used in the ProTerra(TM) Process and Bechtel's MP
Refining(SM) Process, ownership of all Data


Alliance Agreement                Page 29 of 37
<PAGE>   30


and IP Rights (excluding Bechtel or Probex Background Data and IP Rights)
prepared or developed by Bechtel or Probex hereunder (collectively, "Balance of
Plant Developed Data and IP Rights") shall vest jointly in Probex and Bechtel.
All such Balance of Plant Developed Data and IP Rights shall be clearly marked,
where possible, as the property of Probex and Bechtel.

         (b) Restrictions on Use. Each Party shall have the right to use,
modify, copy, license, or transfer the Balance of Plant Developed Data and IP
Rights without payment of additional compensation to the other Party.
Notwithstanding the foregoing, Bechtel shall not use or license for use the
Balance of Plant Developed Data and IP Rights in any Used Oil refining facility.
To the extent that a Party's Background Data is incorporated, used or referred
to in any Balance of Plant Developed Data or IP Rights therein, that Party's
use, rights or ownership in its Background Data shall not be restricted,
affected, or limited in any way, to the extent herein provided.

         1.7 Third Party Obligation to Assign Developed Data.

         Bechtel shall use commercially reasonable efforts to obtain from any
third party, including any subcontractor of Bechtel, the assignment, or the
obligation to assign, to Probex any Data, and IP Rights regarding the
pretreatment, distillation or finishing stage of the ProTerra(TM) Process, where
such Data is (i) prepared or developed by that third party under or in
connection with a Project agreement and (ii) an improvement or other
modification of any process encompassing Confidential Information used in the
pretreatment, distillation or finishing stages; provided that, if a third party
refuses to assign such rights, Bechtel shall obtain Probex's written consent
prior to allowing the subcontractor to perform services under any Project
agreement.

         1.8 Each Party's Obligation to Produce Developed Data.

         Upon termination of this Agreement or Bechtel's completion of Services
for a Project, each Party, at the other Party's request, shall furnish a copy of
any and all Pretreatment Stage, Distillation Stage, Finishing Stage or Balance
of Plant Developed Data to the requesting Party, including but not limited to
copies, in electronic and any other requested format, as may be


Alliance Agreement               Page 30 of 37
<PAGE>   31


reasonably requested, of any designs, drawings, plans, specifications, databases
and reports prepared in connection with such Project.

         1.9 Assistance in Prosecuting Patents.

         (a) Notice of Intent to File a Patent Application. Each Party ("Filing
Party") shall provide to the other Party ("the Notified Party") written notice
fifteen (15) calendar days prior to filing an application for patent protection
where the application claims an invention that includes Pretreatment Stage,
Distillation Stage, Finishing Stage or Balance of Plant Developed Data. The
notice shall identify the inventors and scope of the invention claimed in the
application.

         (b) Jointly Owned Applications. Subject to a Party's entitlement to
joint ownership under the terms of this Agreement, if the Notified Party desires
to jointly own the above application, and any patent that issues therefrom, then
the Notified Party must provide written notice thereof to the Filing Party
within sixty (60) calendar days after receipt of notice pursuant to Paragraph
1.9(a), above. For any such joint application, the Parties shall (i) mutually
agree to all matters regarding the application, including the choice of counsel,
the content of the application, inventors named therein, scope of the claims,
and any subsequent modifications or amendments thereto, (ii) share evenly all
expenses, attorneys' fees, and costs associated with the prosecution of that
application and maintenance of any patent that issues therefrom, and (iii)
assist in the prosecution of that application, including the search for and
preparation, review, and execution of documents at their own expense as needed.

         (c) Individually Owned Applications. If the Notified Party fails to
provide the Filing Party timely written notice within sixty (60) calendar days
after receiving notice under Paragraph 1.9(b), above, then the Filing Party
shall be: (i) the sole owner of the application and any patents that issue
therefrom, and (ii) solely responsible for all matters regarding the
application, including any expenses, attorneys' fees, and costs associated with
the prosecution of the application and maintenance of any patent that issues
therefrom. For any such application, the Notified Party shall assist in the
prosecution of that application, including the production, preparation, review,
or execution of documents, at the Filing Party's expense, as needed for the
prosecution of that application or transfer of all title therein to the Filing
Party.


Alliance Agreement               Page 31 of 37
<PAGE>   32


         (d) No Attack on Patents. To the extent allowed by law, neither Party
shall challenge, or assist any other entity in challenging, the validity or
enforceability of any patent that issues from an application filed or prosecuted
pursuant to Paragraphs 1.9(b) or (c)above.

         (e) Further Assurances by Others. Each Party shall require its
employees and any party functioning in the role of subcontractor, consultant,
representative or agent and providing services under any Project agreement as
applicable, to execute any and all papers, including assignments to Probex or
Bechtel, as the case may be, and to take such other actions as may be necessary
for the procurement by Probex or Bechtel of intellectual property rights
throughout the world.

         1.10 Requirement for Restrictive Covenants. For any entity other than
Bechtel providing services to Probex regarding the design, construction,
testing, or operation of a plant for processing Used Oil using Bechtel's
Background Data and IP Rights, Probex shall use commercially reasonable efforts
to require, to the extent permitted by the laws of the applicable jurisdiction,
that such entity or, at Probex's option, specific individuals of such entity
providing services to Probex using Bechtel's Background Data and IP Rights,
shall execute a restrictive covenant precluding it or them from performing those
specific services utilizing Bechtel's Background Data and IP Rights on any other
plant for refining Used Oil, except for a plant owned (in whole or in part) by
Probex or its Affiliates or Subsidiaries, for a period of five (5) years from
that individual's or entity's completion of such services provided to Probex.

         1.11 Additional Definition. For the purposes of this Exhibit 1, the
term "Subsidiary" shall mean all corporations of which such designated company
now or hereafter owns or controls, directly or indirectly, not less than fifty
percent (50%) of the stock having the right to vote for directors thereof. For
the purpose of this definition, the stock owned or controlled by a company shall
be deemed to include all stock owned or controlled, directly or indirectly, by
any other company of which it owns or controls not less than fifty percent (50%)
of the stock having the right to vote for directors thereof. The foregoing shall
include without limitation any organization not in corporate form such as a
partnership if the designated company, directly or indirectly, has acquired a
proprietary or equity interest, whether as a partner or otherwise, in such
organization of not less than fifty percent (50%).


Alliance Agreement               Page 32 of 37
<PAGE>   33


                                    EXHIBIT 2

                       LIST OF APPROVED MODULE FABRICATORS

The following vendors are approved module fabricators. Additional vendors may be
added to this list of approved fabricators by the mutual agreement of Bechtel
and Probex.

[Confidential material redacted and filed separately with the Commission]

Alliance Agreement               Page 33 of 37
<PAGE>   34


                                    EXHIBIT 3

                                   INCENTIVES


The foregoing incentives shall be reflected, as appropriate and as applicable,
in each EPC Contract for a Project (subject to Lender approval), and the Parties
further agree and stipulate that all costs and incentives for any particular
Project, to the extent applicable, must be evidenced in the particular EPC
Contract for such Project, and that nothing in the Alliance Agreement or this
Exhibit 3 thereto shall be deemed to modify or otherwise affect the final
Contract Price for any Project, as agreed in a mutually signed EPC Contract for
a Project. In the event of any conflict or inconsistency between the terms of a
mutually signed EPC Contract for a Project and the terms of the Alliance
Agreement (including this Exhibit 3), the Parties agree that the terms of the
EPC Contract shall supercede and control.

A. FEL INCENTIVE

REDUCTIONS IN TOTAL INSTALLED COST

Beginning with the first project after Wellsville, and for each subsequent
project thereafter, the Alliance Advisory Group will meet to discuss an
appropriate FEL incentive for each Probex Project, to be incorporated in the
applicable Technical Services Agreement. The purpose of the FEL incentive will
be to incentivise Bechtel to reduce the installed cost of each Probex Project
(after Wellsville) based upon information gained from the Wellsville plant (and
subsequent plants) once completed, together with the knowledge gained during the
design, engineering, construction, commissioning, start-up, testing and
operation of the Wellsville plant and later plants, as applicable, with the goal
of achieving the greatest possible reductions in the installed costs of future
plants. Early in the FEL work for each Probex Project, the Alliance Advisory
Board will establish an appropriate target price for the lump sum price of the
Probex Project, as well as the percentage of cost reduction to be shared with
Bechtel. If the lump sum price for a Probex Project, as calculated in accordance
with Article 6.3, is less than the established target price for such Probex
Project, then Probex will share the cost savings with Bechtel.

B. EPC INCENTIVES

SHORTENED SCHEDULE:

If a Project reaches the guaranteed completion date (to be defined in each
applicable EPC Contract) in advance of the guaranteed completion date (to be
mutually agreed and specified by


Alliance Agreement               Page 34 of 37
<PAGE>   35


the Parties in each EPC Contract), then Probex will pay Bechtel an incentive
amount, in an amount to be agreed. [Confidential material redacted and filed
separately with the Commission]

OPERABILITY / STREAM FACTOR

Each Project will be designed such that it processes a certain throughput of dry
feedstock per year into on-spec products. This design is based upon a daily
operating rate (throughput) and an annual stream factor.

If any plant achieves a dry feedstock throughput in excess of the target stream
factor (to be agreed upon in each EPC Contract), then Probex will pay Bechtel
and amount to be agreed in each EPC Contract, as applicable, [Confidential
material redacted and filed separately with the Commission].

If incremental investment, i.e., additional capital cost or other capital
investment in equipment or manpower is required to exceed the target stream
factors, then downward adjustments in the incentive payments will be made at the
discretion of Probex.

SAFETY

If Bechtel, as an EPC contractor for a Project, achieves a project-specific
safety result in excess of a target for Recordable Injury Rate (RIR) for both
Bechtel employees and their sub-contractors assigned to the Project (as shall be
mutually agreed and set forth each EPC Contract), Probex will pay Bechtel as an
incentive to improve safety and the RIR, in an amount to be agreed in each EPC
Contract, as applicable.

MANAGEMENT JUDGMENT

Probex and Bechtel Executive Sponsors will meet annually for the purpose of
reviewing the contributions of each Party to the Alliance and determining what,
if any, additional incentive payment will be made to Bechtel for its
contributions to the Alliance.


Alliance Agreement               Page 35 of 37