EIGHTH AMENDMENT TO LOAN AGREEMENT

     This Eighth Amendment To Loan Agreement ("Amendment") effective as of April
12,  2002 (the "Amendment Effective Date") is made and entered into by and among
Boots  &  Coots  International  Well  Control, Inc., a Delaware corporation (the
"Borrower");  the  financial institutions and other persons (each, together with
its  successors  and  assigns,  a "Lender" and collectively, the "Lenders") from
time  to  time  a  party  to  the  Loan  Agreement (as hereinafter defined), and
Specialty  Finance  Fund  I,  LLC,  a  Delaware  limited  liability  company
("Specialty"),  as successor to Comerica Bank-Texas, a Texas banking association
("Comerica"),  as  agent  for  the  Lenders (in such capacity, together with its
successors  in  such  capacity,  the  "Agent").

                                    RECITALS:

     Whereas,  the  Borrower,  the  Lenders, and the Agent are parties to a Loan
Agreement  dated  as  of  October  28,  1998,  as amended from time to time, (as
amended,  the  "Loan  Agreement");

     Whereas,  Effective  of even date herewith, Specialty, in its capacity as a
Lender,  has  assigned  a participation interest in and to the Loan Agreement to
Charles  Parker,  who  pursuant  to  such  Assignment is a Lender under the Loan
Agreement;  and

     Whereas,  the Borrower, the Lenders and the Agent have agreed, on the terms
and  conditions  herein set forth, that the Loan Agreement be amended in certain
respects;

     Now,  Therefore,  For Good and valuable consideration, including the mutual
agreements of the parties hereto, the receipt and sufficiency of which is hereby
acknowledged,  it  is  agreed  as  follows:

     Section  1.     Definitions.  Terms  used  herein  which are defined in the
Loan  Agreement  shall  have the same meanings when used herein unless otherwise
provided  herein.

     Section  2.     Amendments  to Section 1.1 of Loan Agreement.  On and after
the  Amendment  Effective  Date, the Loan Agreement shall be amended as follows:

          (a) The definition of "Borrowing Base" set forth in Section 1.1 of the
     Loan  Agreement  is  hereby  amended  to  read  in its entirety as follows:

          "Borrowing  Base"  means,  as at any date, the amount of the Borrowing
           ---------------
     Base  as  established  by  the  Lenders  from  time  to  time in their sole
     discretion  and until further notice by Lenders to Borrower, for the period
     from  the  Amendment  Effective  Date  through the Borrowing Base Reduction
     Date,  the Borrowing Base is hereby established to be $1,750,000.00 and for
     the  period  after Borrowing Base Reduction Date through the Maturity Date,
     the  Borrowing  Base  is  hereby  established  to  be  $1,000,000.00.


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          (b)  The definition of "Maturity Date" set forth in Section 1.1 of the
     Loan  Agreement  is  hereby  amended  to  read  in its entirety as follows:

     "Maturity  Date"  means  the  maturity  of the Revolving Notes, October 31,
      --------------
2003."

          (c)  The  definition  of "Maximum Revolving Loan Available Amount" set
     forth in Section 1.1 of the Loan Agreement is hereby amended to read in its
     entirety  as  follows:

          "Maximum  Revolving  Loan  Available  Amount"  means,  at any date, an
           -------------------------------------------
     amount  equal  to  the  lesser  of,  (i)  $6,000,000.00;  of  (ii) the then
     effective  Borrowing  Base.

          (d)  A  new  definition  of  "Borrowing Base Reduction Date" is hereby
     added  to  the  Loan  agreement  as  follows:

          "Borrowing  Base  Reduction  Date" means July 9, 2002; or in the event
           --------------------------------
     Borrower  exercises  the  option to extend such date as provided in Section
     3.2,  October  9,  2002.

     Section  3.     Amendment  to Section 3.2(b)of the Loan Agreement.  Section
3.2(b)  of  the  Loan  Agreement  is  hereby  amended to read in its entirety as
follows:

          "(b)  Borrowing  Base"  Borrower  shall from time to time on demand by
                ---------------
     Agent  prepay  the  Revolving  Loans (or provide Cover for Letter of Credit
     Liabilities) in such amounts as shall be necessary so that at all times the
     aggregate  outstanding  amount  of  all Revolving Loan Obligations shall be
     less  than  or  equal  to  the  Maximum  Revolving  Loan  Available Amount.
     Notwithstanding  the  foregoing,  Borrower  is  hereby granted an option to
     extend  the  Borrowing  Base Reduction Date until October 9, 2002 by giving
     the  Agent and the Lenders written notice of such election prior to July 9,
     2002  and  paying  a  fee of (i) $9,844.00; and (ii) by the issuance of one
     hundred  thousand  (100,000)  shares  of  the  authorized  common  stock of
     Borrower,  delivered  in  the  name of the Lenders, or as the Lenders shall
     otherwise  agree."

     Section  4.     No  Reliance  by  Others.  None  of  the provisions of this
Amendment  shall  inure  to  the benefit of Borrower or any other Obligor or any
Person other than Lenders and Agent; consequently, neither Borrower or any other
Obligor  shall  be,  and  no  Person  other than the Lenders and Agent shall be,
entitled  to rely upon or raise as a claim or defense, in any manner whatsoever,
the  failure  of  Lenders  and  Agent  to  comply  with  the  provisions of this
Amendment.  Neither  the  Agent  nor  any  Lender  shall  incur any liability to
Borrower or any other Obligor or any other Person for any act or omission of the
other.

     Section  5.     Limitations.  The  amendments  set forth herein are limited
precisely  as  written and shall not be deemed to (a) be a consent to, or waiver
or  modification of, any other term or condition of the Loan Agreement or any of
the other Loan Documents, or (b) except as expressly set forth herein, prejudice
any  right  or  rights  which the Lenders may now have or may have in the future
under or in connection with the Loan Agreement, the Loan Documents or any of the
other  documents referred to therein.  Except as expressly modified hereby or by
express


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written amendments thereof,  the terms and provisions of the Loan Agreement, the
Notes,  and  any  other  Loan  Documents  or  any other documents or instruments
executed  in  connection  with any of the foregoing are and shall remain in full
force  and  effect. In the event of a conflict between this Amendment and any of
the  foregoing documents, the terms of this Amendment shall be controlling.  The
representations  and  warranties made in each Loan Document are true and correct
in  all  material  respects  on  and  as  of  the  Amendment  Effective  Date.

     Section 6.     Representations and Warranties.  (a) To induce the Agent and
the  Lenders  to execute and deliver this Amendment (which representations shall
survive  the  execution and delivery of this Amendment), the Borrower represents
and  warrants  to  the  Agent  and  the  Lenders  that:

          (i) this Amendment has been duly authorized, executed and delivered by
     it  and this Amendment constitutes the legal, valid and binding obligation,
     contract and agreement of the Borrower enforceable against it in accordance
     with  its  terms,  except  as  enforcement  may  be  limited by bankruptcy,
     insolvency,  reorganization,  moratorium  or  similar  laws  or  equitable
     principles  relating  to  or  limiting  creditors'  rights  generally;

          (ii) the Loan Agreement, as amended by this Amendment, constitutes the
     legal, valid and binding obligation, contract and agreement of the Borrower
     enforceable  against  it in accordance with its respective terms, except as
     enforcement  may  be  limited  by  bankruptcy,  insolvency, reorganization,
     moratorium  or similar laws or equitable principles relating to or limiting
     creditors'  rights  generally;  and

          (iii)  the execution, delivery and performance by the Borrower of this
     Amendment  (1)  has been duly authorized by all requisite corporate action,
     (2)  does  not  require  the  consent  or  approval  of any governmental or
     regulatory body or agency, and (iii) will not (A) violate (x) any provision
     of  law, statute, rule or regulation or its certificate of incorporation or
     bylaws,  (y) any order of any court or any rule, regulation or order of any
     other  agency  or  government  binding upon it, or (z) any provision of any
     material indenture, agreement or other instrument to which it is a party or
     by  which  its properties or assets are or may be bound, including, without
     limitation, that certain Subordinated Note Restructuring Agreement dated as
     of  December  28,  2000  between  the Borrower and The Prudential Insurance
     Company  of  America  (the "Subordinated Note Restructuring Agreement"), or
     (B)  result in a breach or constitute (along or with due notice or lapse of
     time  or both) a default under any indenture, agreement or other instrument
     referred  to  in  clause  (3)(A)(z)  of  this  Section  6(a)(iii).

     Section  7.     Conditions  to  Effectiveness  of  This  Amendment.  This
Amendment  shall  not  become  effective until, and shall become effective when,
each  and every one of the following conditions shall have been satisfied on the
Effective  Date:

          (a)  executed  counterparts  of  this  Amendment, duly executed by the
     Borrower,  the  Agent  and  the  Lenders,  shall have been delivered to the
     Lenders;


<PAGE>
          (b)  the  Agent  shall  have received a copy of the resolutions of the
     Board  of Directors of the Borrower authorizing the execution, delivery and
     performance by the Borrower of this Amendment in the form annexed hereto as
     Exhibit  A;

          (c)  the  representations  and warranties of the Borrower set forth in
     Section  6  hereof  are  true  and  correct on and with respect to the date
     hereof;  and

          (d)  the  Borrower shall pay fees as consideration for the benefits it
     receives  under  this  Amendment  equal to (i) $22,500.00; (ii) one hundred
     thousand  (100,000)  shares  of  the  authorized  common  stock of Borrower
     delivered  in  the  name  of the Lenders, or as the Lenders shall otherwise
     agree, both of the foregoing being due on the Amendment Effective Date; and
     (iii)  $9,844.00  due  on  the  Borrowing  Base  Reduction  Date.

     Upon  receipt  of  all  of  the  foregoing,  this  Amendment  shall  become
effective.

     Section  8.     Waiver  of Prior Events of Default, Etc.  Upon satisfaction
of  the  conditions  set  forth in Section 6, each and every Default or Event of
Default  arising  under  the  Loan  Agreement  or under any document executed or
delivered in connection with the Loan Agreement, existing prior to the Effective
Date  shall  be  hereby  and  forever  waived  by  the  Agent  and  the Lenders.

     Section  9.     Payment  of  Expenses.  The Borrower agrees, whether or not
the transactions hereby contemplated shall be consummated, to reimburse and save
the  Agent harmless from and against liability for the payment of all reasonable
substantiated  out-of-pocket  costs  and expenses arising in connection with the
preparation,  execution,  delivery,  amendment,  modification,  waiver  and
enforcement  of, or the preservation of any rights under this Amendment, and any
other  any  local  or  other  counsel  for Agent, and all stamp taxes (including
interest  and  penalties,  if  any),  recording taxes and fees, filing taxes and
fees, and other charges which may be payable in respect of, or in respect of any
modification  of,  the  Loan  Agreement  and  the  other  Loan  Documents.  The
provisions  of  this Section shall survive the termination of the Loan Agreement
and  the  repayment  of  the  Loans.

     Section10.     Governing  Law.  This  Amendment  and  the  rights  and
obligations  of  the  parties  hereunder  and  under the Loan Agreement shall be
construed  in  accordance with and be governed by the laws of the State of Texas
and  the  United  States  of  America.

     Section 11.     Descriptive Headings, etc.  The descriptive headings of the
several  Sections  of this Amendment are inserted for convenience only and shall
not  be  deemed  to  affect the meaning or construction of any of the provisions
hereof.

     Section  12.     Entire  Agreement.  This  Amendment  and  the  documents
referred  to  herein  represent  the  entire understanding of the parties hereto
regarding  the subject matter hereof and supersede all prior and contemporaneous
oral  and  written  agreements  of  the  parties  hereto  with


<PAGE>
respect  to  the  subject  matter  hereof,  including,  without  limitation, any
commitment  letters  regarding  the transactions contemplated by this Amendment.

     Section 13.     Counterparts.  This Amendment may be executed in any number
of  counterparts  and  by  different parties on separate counterparts and all of
such  counterparts  shall  together  constitute  one  and  the  same instrument.
Complete  sets  of counterparts shall be lodged with the Borrower and the Agent.

     Section  14.     Amended  Definitions.  As  used  in  the  Loan  Agreement
(including  all  Exhibits  thereto)  and  all  other  instruments  and documents
executed  in  connection therewith, on and subsequent to the Amendment Effective
Date  the  term (i) "Agreement" shall mean the Loan Agreement as amended by this
Amendment,  and  (ii)  references to any and all other Loan Documents shall mean
such  documents  as  amended  as  contemplated  hereby.


<PAGE>
     In  Witness  Whereof,  the  parties hereto have caused this Amendment to be
duly  executed  and delivered by their respective duly authorized officers as of
the  date  first  above  written.

     Notice pursuant to Tex. Bus. & Comm. Code Sec.26.02

     This  Amendment and all other Loan Documents executed by any of the parties
before  or  substantially  contemporaneously  with the execution hereof together
constitute  a  written  Loan Agreement and represent the final agreement between
the  parties  between  the  parties  and  may not be contradicted by evidence or
prior,  contemporaneous  or subsequent oral agreements of the parties. There are
no  unwritten  oral  agreements  between  the  parties.



                                   Boots  &  Coots  International  Well
                                   Control,  Inc.,  a  Delaware  corporation


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

                                   Name:  Larry  H.  Ramming
                                   Title:  Chairman and Chief Executive Officer


                                   Specialty Finance Fund I, LLC, a Delaware
                                     limited liability Borrower (as successor to
                                     Comerica Bank-Texas, a Texas banking
                                     association) as Agent and as a Lender


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


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


                                   CHARLES  PARKER


                                     --------------------------------------
                                     Charles  Parker,  as  a  Lender


<PAGE>
The  undersigned  hereby  join  in  this  Amendment to evidence their consent to
execution  by Borrower of this Amendment, to confirm that each Loan Document now
or previously executed by the undersigned applies and shall continue to apply to
the  Loan Agreement, as amended hereby, to acknowledge that without such consent
and  confirmation.  Lenders  would not execute this Amendment and to join in the
notice  pursuant  to  Tex.  Bus.  &  Comm.  Code  Sec.26.02  set  forth  above.

                                     ABASCO,  INC.,
                                       a  Texas  corporation

                                     By:
                                        ----------------------------------------
                                     Name:  Larry  H.  Ramming
                                     Title: Chairman and Chief Executive Officer

                                     Boots & Coots Special Services, Inc.,
                                     a  Texas  corporation

                                     By:
                                        ----------------------------------------
                                     Name:  Larry  H.  Ramming
                                     Title: Chairman and Chief Executive Officer

                                     Elmagco,  Inc.,
                                       a  Delaware  corporation

                                     By:
                                        ----------------------------------------
                                     Name:  Larry  H.  Ramming
                                     Title: Chairman and Chief Executive Officer

                                     Hell  Fighters,  Inc.,
                                       a  Texas  corporation

                                     By:
                                        ----------------------------------------
                                     Name:  Larry  H.  Ramming
                                     Title: Chairman and Chief Executive Officer


<PAGE>
                                     IWC  Engineering,  Inc.,
                                       a  Texas  corporation

                                     By:
                                        ----------------------------------------
                                     Name:  Larry  H.  Ramming
                                     Title: Chairman and Chief Executive Officer

                                     IWC  Services,  Inc.,
                                       a  Texas  corporation

                                     By:
                                        ----------------------------------------
                                     Name:  Larry  H.  Ramming
                                     Title: Chairman and Chief Executive Officer


<PAGE>


                               FORM OF RESOLUTIONS






                                    Exhibit A


<PAGE>