Execution Copy



                          AMENDMENT, CONSENT AND WAIVER
                                       TO
                    SUBORDINATED NOTE RESTRUCTURING AGREEMENT



          Amendment,  Consent  and  Waiver (this "Amendment"), dated as of March
29, 2002, to the Subordinated Note Restructuring Agreement, dated as of December
28,  2000  (as amended to the date hereof, the "Restructuring Agreement"), among
Boots  &  Coots  International  Well  Control Inc., a Delaware corporation, (the
"Company")  and  The  Prudential  Insurance  Company  of America ("Prudential").
Capitalized  terms used herein but not defined herein are used as defined in the
Restructuring  Agreement.

                              W i t n e s s e t h:

          Whereas,  the  Company  and  Prudential are party to the Restructuring
Agreement  pursuant  to  which Prudential agreed to cancel and terminate certain
11.28%  Notes  and the Warrant in consideration for the Company's fulfillment of
its obligations set forth in the Restructuring Agreement and the issuance by the
Company  of Replacement Notes, the Replacement Warrant, the New Warrant, and the
Preferred  Stock;

          Whereas,  the Company has notified Prudential that the Company may not
be  in  compliance  with  certain  financial covenants under Sections 7.1(a) and
7.1(b)  of the Restructuring Agreement (collectively, the "Specified Covenants")
for the twelve month period ended March 31, 2002 (the "Specified Period"), which
would  constitute  Events  of  Default  pursuant  to  Section  8.1(xviii) of the
Restructuring  Agreement if not waived or deemed cured as provided therein (such
Events  of  Default,  the  "Prospective  Events  of  Default");

          Whereas,  the  Company  entered  into an Account Transfer and Purchase
Agreement dated as of June 18, 2001 with KBK Financial, Inc. ("KBK") under which
KBK  financed  certain  of  the  Company's  accounts receivables and the Company
granted to KBK a security interest in certain of the Company's assets, in breach
of  Sections  7.3  (a)  and  7.3(b)  of  the  Restructuring  Agreement;

          Whereas,  the  Company  has  requested  that  Prudential (a) waive the
Prospective  Events  of  Default and compliance with the Specified Covenants for
the  Specified  Period,  effective  as of the date hereof and (b) amend Sections
1.2,  7.3(a),  7.3(b) and 11 of the Restructuring Agreement as set forth herein;
and

          Whereas,  Prudential agrees, subject to the limitations and conditions
set  forth herein, to (a) waive the Prospective Events of Default and compliance
with  the  Specified  Covenants  for  the  Specified  Period  and  (b) amend the
Restructuring  Agreement  as  set  forth  herein.

          Now, Therefore, in consideration of the premises and the covenants and
obligations  contained  herein  the  parties  hereto  agree  as  follows:

     SECTION  1.     CONSENT  AND  WAIVER

          (a)  Effective  as of the date hereof, subject to the satisfaction (or
due  waiver)  of  the  conditions  set  forth  in  Section  3 (Conditions to the
Continued  Effectiveness of this Amendment) hereof, Prudential hereby waives the
following:


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               (i)  the  Prospective  Events of Default; provided, however, that
the  waiver  set forth in this clause (i) shall not excuse any failure to comply
after  the  date  hereof with the Restructuring Agreement as amended hereby; and

               (ii)  compliance  for  the  Specified  Period  with the Specified
Covenants.

     SECTION  2.     AMENDMENTS  TO  THE  RESTRUCTURING  AGREEMENT

     The Restructuring Agreement is, effective as of the date hereof and subject
to  the  satisfaction  (or  due waiver) of the conditions set forth in Section 3
(Conditions  to  the  Continued  Effectiveness of this Amendment) hereof, hereby
amended  as  follows:

          (a)  AMENDMENTS  TO  SECTION  1  (CASH  PAYMENTS)

               (i)  Section  1.2  (Credit Facility Payment) of the Restructuring
Agreement  is hereby amended by inserting the following text at the end thereof:

          ";  provided,  that  if  the  Company  incurs  any  Indebtedness after
              --------
December  28,  2000  under the Existing Credit Facility, the Company shall pay a
one-time  $100,000 fee in immediately available funds (the "FEE") to you by wire
transfer to the account specified above on the earlier to occur of May 15, 2002;
or the closing of $1,500,000 in aggregate principal amount of such Indebtedness;
and  provided,  further, that if the Company is required to pay the Fee and such
     --------   -------
Fee  is  paid to you, the Credit Facility Payment shall be reduced to $400,000."

          (b)  AMENDMENTS  TO  SECTION  7  (NEGATIVE  COVENANTS)

               (i)  Section  7.3(a)  (Liens)  of  the Restructuring Agreement is
hereby  amended  by  deleting  the  "and"  at  the  end  of clause (iv) thereof,
replacing  the period at the end of clause (v) thereof with the text "; and" and
inserting  a  new  clause  (vi)  at  the  end thereof to read in its entirety as
follows:

          "(vi)  Liens relating to accounts sold pursuant to the KBK Agreement."

               (ii)  Clause (ii) of Section 7.3(b) (Limitations on Indebtedness)
of the Restructuring Agreement is hereby amended and restated in its entirety to
read  as  follows:

          "(ii)  Senior Debt owing pursuant to the New Senior Credit Facility or
the  Existing  Senior  Credit Facility; provided, that as a condition to (A) the
                                        --------
Company's  execution  and  delivery of the New Senior Credit Facility $1,000,000
principal  amount  outstanding  under  the  Existing  Credit  Facility  shall be
converted  to  Series  H  Stock  and  (B)  the  Company  incurring  additional
Indebtedness after December 28, 2000 in excess of $1,500,000 in principal amount
under  the Existing Credit Facility, $250,000 principal amount outstanding under
the  Existing  Credit Facility shall be converted to Series H Stock; and (C) the
Company  incurring  additional Indebtedness after December 28, 2000 in excess of
$2,000,000  principal  amount  under the Existing Credit Facility, an additional
$750,000  principal  amount outstanding under the Existing Credit Facility shall
be converted to Series H Stock; and provided, further, that the principal amount
                                    --------  -------
of  Indebtedness  owing  pursuant  thereto shall not be in excess of $6,000,000,
(which  Senior  Debt may be incurred whether or not the Company is in compliance
with  the  tests  pursuant to Section 7.1 up to and through September 30, 2001),
and  the  senior guaranty obligations of the Company's Subsidiaries with respect
thereto;"


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               (iii)  Section  7.3(b)  (Limitations  on  Indebtedness)  of  the
Restructuring  Agreement  is  hereby amended by deleting the "and" at the end of
clause  (vi)  thereof,  replacing  the period at the end of clause (vii) thereof
with  the  text  "; and" and inserting a new clause (viii) at the end thereof to
read  in  its  entirety  as  follows:

          "(viii)  Indebtedness  incurred pursuant to the KBK Agreement up to an
aggregate  outstanding  principal  amount  of  $5,000,000."

          (c)  AMENDMENTS  TO  SECTION  11  (DEFINITIONS)

          The  following  definitions are hereby inserted in Section 11.1 of the
Restructuring  Agreement  in  the appropriate place to preserve the alphabetical
order  of  the  definitions  in  such  section:

          "FEE"  shall  have  the  meaning  specified  in  Section  1.2.

          "KBK  AGREEMENT"  means  the  Account  Transfer and Purchase Agreement
dated  as  of  June  18,  2001,  between  KBK  Financial,  Inc. and the Company.

     SECTION  3.     CONDITIONS TO THE CONTINUED EFFECTIVENESS OF THIS AMENDMENT

     This Amendment shall be effective as of the date hereof, provided that each
of  the  following  conditions  shall  have  been satisfied by the Company on or
before  the  date  specified  below  (the  "Termination Date") or duly waived by
Prudential:

          (a)  on  or  before  April  30,  2002;

               (i) Certain Documents. Prudential shall have received each of the
following, each dated on or before the Termination Date (unless otherwise agreed
by  Prudential),  in  form  and  substance  satisfactory  to  Prudential:

               (ii)  this  Amendment,  duly  executed  by  the  Company and each
domestic  subsidiary  of  the  Company,  with  the  exception  of  ITS  Supply
Corporation,  (collectively,  the  "Domestic  Subsidiaries");

               (iii)  a  subordinated  note in the aggregate principal amount of
$67,627.07 from the Company, in form and substance acceptable to Prudential, for
the  payment  of certain outstanding legal fees which the Company is required to
pay  to  Prudential  pursuant  to  the  Restructuring  Agreement;

               (iv)  a certificate of the Secretary or an Assistant Secretary of
the  Company  certifying  the  names  and true signatures of each officer of the
Company  who  has been authorized to execute and deliver this Amendment or other
document  required hereunder to be executed and delivered by or on behalf of the
Company;  and

               (v)  such  additional  documentation as Prudential may reasonably
require  and;


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          (b)  on  or  before  the  earlier  of  May 15, 2002, or the closing of
additional  Indebtedness  after December 28, 2000, in aggregate principal amount
of $1,500,000 under the Existing Credit Facility, Prudential shall have received
the  amount  of  $18,333  payable  by wire transfer to Prudential in immediately
available  funds  for the reimbursement of certain fees and expenses incurred by
Prudential  in  connection  with  the  Restructuring  Agreement

          (c)  Corporate  and  Other  Proceedings.  All  corporate  and  other
proceedings,  and  all  documents,  instruments  and  other  legal  matters  in
connection  with  the  transactions  contemplated  by  this  Amendment  shall be
satisfactory  in  all  respects  to  Prudential;

          (d)  Representations  and  Warranties. Each of the representations and
warranties  contained  in  Article  IV  (Representations  and Warranties) of the
Restructuring  Agreement,  the  other  Note  Documents  or  in  any certificate,
document  or  financial  or  other  statement  furnished at any time under or in
connection  therewith are true and correct in all material respects on and as of
the  date  hereof and the Termination Date, in each case as if made on and as of
such  date  and  except  to  the extent that such representations and warranties
specifically  relate  to a specific date, in which case such representations and
warranties  shall  be  true  and  correct  in  all  material respects as of such
specific  date;  provided,  however,  that references therein to the "Agreement"
shall  be  deemed  to  refer  to  the Restructuring Agreement as amended by this
Amendment  and after giving effect to the consents and waivers set forth herein;

          (e)  No  Default  or  Event  of  Default.  After giving effect to this
Amendment,  no  Default or Event of Default (except for those that may have been
duly waived) shall have occurred and be continuing, either on the date hereof or
on  the  Termination  Date;

          (f) No Litigation. No litigation shall have been commenced against any
Transaction Party, either on the date hereof or the Termination Date, seeking to
restraint  or  enjoin  (whether  temporarily,  preliminarily or permanently) the
performance  of  any action by any Transaction Party required or contemplated by
this  Amendment  or  the Restructuring Agreement or any Note Document, in either
case  as  amended  hereby;  and

          (g)  Fees  and  Expenses  Paid.  The  Company  shall  have  paid  all
Obligations  due,  after  giving  effect  to  this  Amendment,  on or before the
Termination  Date.

     SECTION  4.     REPRESENTATIONS  AND  WARRANTIES

     On  and  as  of the date hereof, after giving effect to this Amendment, the
Company  hereby  represents  and  warrants  to  Prudential  as  follows:

          (a) this Amendment has been duly authorized, executed and delivered by
the Company and each Domestic Subsidiary of the Company and constitutes a legal,
valid  and binding obligation of the Company and each Domestic Subsidiary of the
Company,  enforceable  against  the  Company and each Domestic Subsidiary of the
Company  in accordance with its terms and the Restructuring Agreement as amended
by this Amendment and constitutes the legal, valid and binding obligation of the
Company  and  each  Domestic  Subsidiary of the Company, enforceable against the
Company  and  each  Domestic  Subsidiary  of  the Company in accordance with its
terms;

          (b) each of the representations and warranties contained in Article IX
(Representations,  Covenants and Warranties) of the Restructuring Agreement, the
other  Note  Documents  or  in  any  certificate, document or financial or other
statement  furnished  at  any time under or in connection therewith are true and
correct  in  all material respects on and as of the date hereof, in each case as
if  made  on  and  as  of  such  date  and  except  to  the  extent  that  such
representations  and warranties specifically relate to a specific date, in which
case  such  representations  and  warranties  shall  be  true and correct in all
material  respects  as of such specific date; provided, however, that references


                                      - 4 -
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therein  to  the  "Agreement"  shall  be  deemed  to  refer to the Restructuring
Agreement  as amended hereby and after giving effect to the consents and waivers
set  forth  herein;

          (c)  no  Default  or  Event  of Default has occurred and is continuing
(except  for  those  that  are  duly  waived);  and

          (d)  no  litigation  has  been commenced against any Transaction Party
seeking  to  restraint  or  enjoin  (whether  temporarily,  preliminarily  or
permanently)  the performance of any action by any Transaction Party required or
contemplated  by  this  Amendment,  the  Restructuring  Agreement  or  any  Note
Document,  in  each  case  as  amended  hereby  (if  applicable).

     SECTION  5.     RELEASE

     In  further consideration for Prudential's execution of this Agreement, the
Company  and  each  other  Transaction  Party  hereby release Prudential and its
respective  Affiliates,  officers,  employees,  directors,  agents  and advisors
(collectively,  the  "Releasees") from any and all claims, demands, liabilities,
responsibilities,  disputes,  causes  of  action  (whether at law or equity) and
obligations  of any nature whatsoever, whether liquidated or unliquidated, known
or  unknown,  matured  or  unmatured,  fixed  or  contingent  that  any  of  the
Transaction  Parties may have against any Releasee and that arise from or relate
to  the  Obligations, any Note Document or any document, dealing or other matter
in  connection  with  any  of  the Note Documents, and any third party liable in
whole  or in part for any of the Obligations, in each case to the extent arising
(a)  on  or  prior  to the date hereof or the Termination Date or (b) out of, or
relating  to,  actions, dealings or other matters occurring on or prior the date
hereof  or  the  Termination Date (including, without limitation, any actions or
inactions  of  any  Releasee  prior to the date hereof or the Termination Date).

     SECTION  6.     REFERENCE  TO  THE  EFFECT  ON  THE  NOTE  DOCUMENTS

          (a)  As  of  the  date  hereof,  each  reference  in the Restructuring
Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like
import,  and  each  reference  in  the other Note Documents to the Restructuring
Agreement  (including,  without limitation, by means of words like "thereunder",
"thereof"  and  words  of  like  import),  shall  mean and be a reference to the
Restructuring  Agreement  as  amended  hereby,  and  this  Amendment  and  the
Restructuring  Agreement  shall  be  read  together  and  construed  as a single
instrument. Each of the table of contents and lists of Exhibits and Schedules of
the Restructuring Agreement shall be amended to reflect the changes made in this
Amendment  as  of  the  date  hereof.

          (b)  Except  as expressly amended hereby or specifically waived above,
all  of  the  terms  and provisions of the Restructuring Agreement and all other
Note  Documents  are  and  shall  remain in full force and effect and are hereby
ratified  and  confirmed.

          (c)  The execution, delivery and effectiveness of this Amendment shall
not,  except  as  expressly  provided  herein, operate as a waiver of any right,
power  or remedy of Prudential under any of the Note Documents, nor constitute a
waiver  or  amendment of any other provision of any of the Note Documents or for
any  purpose  except  as  expressly  set  forth  herein.

          (d)  This  Amendment  is  a  Note  Document.


                                      - 5 -
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     SECTION  7.     CONSENT  OF  DOMESTIC  SUBSIDIARIES

          Each  Domestic  Subsidiary  of  the  Company  hereby  consents to this
Amendment  and  agrees  that  the  terms  hereof shall not affect in any way its
obligations  and  liabilities under the Note Documents (as amended and otherwise
expressly  modified  hereby),  all  of  which  obligations and liabilities shall
remain  in  full  force  and  effect  and each of which is hereby reaffirmed (as
amended  and  otherwise  expressly  modified  hereby).

     SECTION  8.     EXECUTION  IN  COUNTERPARTS

          This  Amendment  may  be executed in any number of counterparts and by
different parties in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute one
and  the same agreement.  Signature pages may be detached from multiple separate
counterparts  and  attached  to a single counterpart so that all signature pages
are  attached  to  the  same  document.  Delivery  of an executed counterpart by
telecopy  shall  be  effective as delivery of a manually executed counterpart of
this  Amendment.

     SECTION  9.     GOVERNING  LAW

          This  Amendment  shall be governed by and construed in accordance with
the  law  of  the  State  of  New  York.

     SECTION  10.     SECTION  TITLES

          The  section  titles  contained  in  this  Amendment  are and shall be
without substantive meaning or content of any kind whatsoever and are not a part
of  the  agreement  between  the parties hereto, except when used to reference a
section.  Any  reference  to the number of a clause, sub-clause or subsection of
any  Note  Document  immediately  followed  by a reference in parenthesis to the
title of the section of such Note Document containing such clause, sub-clause or
subsection  is  a  reference to such clause, sub-clause or subsection and not to
the  entire section; provided, however, that, in case of direct conflict between
the  reference to the title and the reference to the number of such section, the
reference  to  the title shall govern absent manifest error. If any reference to
the  number  of  a  section  (but  not  to  any clause, sub-clause or subsection
thereof)  of  any  Note  Document  is  followed  immediately  by  a reference in
parenthesis  to the title of a section of any Note Document, the title reference
shall  govern  in  case  of  direct  conflict  absent  manifest  error.

     SECTION  11.     NOTICES

          All communications and notices hereunder shall be given as provided in
the  Restructuring  Agreement  or, as the case may be, the Subordinated Guaranty
Agreement.

     SECTION  12.     SEVERABILITY


                                      - 6 -
<PAGE>
          The fact that any term or provision of this Agreement is held invalid,
illegal  or  unenforceable as to any person in any situation in any jurisdiction
shall not affect the validity, enforceability or legality of the remaining terms
or  provisions  hereof  or  the  validity,  enforceability  or  legality of such
offending term or provision in any other situation or jurisdiction or as applied
to  any  person

     SECTION  13.     SUCCESSORS

     The  terms  of this Amendment shall be binding upon, and shall inure to the
benefit  of,  the  parties  hereto  and their respective successors and assigns.

     SECTION  14.     WAIVER  OF  JURY  TRIAL

     Each  of  the parties hereto irrevocably waives trial by jury in any action
or  proceeding  with  respect  to  this  Amendment  or  any other Note Document.





                            [Signature Pages Follow]


                                      - 7 -
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Amendment to be
executed  by  their  respective  officers  and  general  partners thereunto duly
authorized,  effective  as  of  the  date  first  written  above.

                                 Boots & Coots International Well Control, Inc.,


                                 By:
                                    -----------------------------------
                                    Name:
                                    Title:

                                 The Prudential Insurance Company of America,


                                 By:
                                    -----------------------------------
                                    Name:
                                    Title:



Acknowledged  and  Agreed  to  effective  the  29th  day
of  March  2002  by:

Domestic  Subsidiaries:

Abasco,  Inc.

By:
   -----------------------------------
   Name:
   Title:

Boots  &  Coots  Special  Services,  Inc.

By:
   -----------------------------------
   Name:
   Title:

Elmagco,  Inc.

By:
   -----------------------------------
   Name:
   Title:

Hell  Fighters,  Inc.

By:
   -----------------------------------
   Name:
   Title:


  [Signature Page to amendment, Consent and Waiver to Restructuring Agreement]


<PAGE>
IWC  Engineering,  Inc.

By:
   -----------------------------------
   Name:
   Title:

IWC  Services,  Inc.

By:
   -----------------------------------
   Name:
   Title:


  [Signature Page to amendment, Consent and Waiver to Restructuring Agreement]


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