This Agreement entered into by and between Enventures Capital, LLC, a Massachusetts company, (hereinafter
referred to as "ECAP") and Probex Corp., (hereinafter referred to as "Probex"). ECAP and Probex are referred
to collectively as the "Parties."
In consideration of the mutual covenants of this Agreement and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Probex hereby grants ECAP the right to procure funding from Provident Financial ("Investor") for a period of
180 days following the date of this Agreement. In the event Probex accepts any funding offered from the above
mentioned Investor during said time period and enters into a funding agreement and funds are disbursed from the
Investor to Probex, Probex agrees to pay ECAP, at the closing, a fee of three percent (3%) of the amount of
funding provided by the Investor, payable in cash, and options to purchase Probex common stock at a strike
price of 10% under the moving thirty (30) day exchange closing price as of the date of this agreement by the
dollar equivalent of three percent (3%) of the funding. Parties agree that Probex will pay no further fees (either to
ECAP or Investor) beyond those outlined above for funding from Investor.
2. Probex will provide ECAP with all necessary information and material as necessary for procuring such funding.
3. Each of the parties hereto acknowledges the proprietary nature and value of their respective business
information and contacts. Each party represents, warrants and covenants that neither Party nor such Party's
affiliates, employees, agents and representatives shall disclose to any other party or use for any purpose, other
than as contemplated hereunder, any confidential or proprietary information in any form provided by or obtained
from the other Party relating to its business, including, without limitation, its financial models, business plans,
projects, customers, contacts and