EXECUTION COPY




                      SECOND AMENDMENT, CONSENT AND WAIVER
                                       TO
                    SUBORDINATED NOTE RESTRUCTURING AGREEMENT



          Second  Amendment, Consent and Waiver (this "Amendment"), effective as
of  June 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"),  as  amended  by  the  Amendment, Consent and Waiver dated as of
March  29,  2002  among  the  Company  and  Prudential  (the "First Amendment").
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 June 30, 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  has  requested  that  Prudential  waive  the
Prospective  Events  of  Default and compliance with the Specified Covenants for
the Specified Period, to, effective the satisfaction of the conditions set forth
in  Section  2 hereof 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:

               (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


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               (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  6  (AFFIRMATIVE  COVENANTS)

          (i)  Section 6.2 (Financial Statements) of the Restructuring Agreement
is  hereby  amended  by:

               (1)  deleting  the  "and"  at  the  end  of  clause  (ix);

               (2)  removing  the  "(x)"  in  clause  (x)  and replacing it with
"(xi)";

               (3)  inserting the following new clause (x) immediately following
clause  (ix):

          "(x)  by not later than 4:30 p.m. Eastern time, Tuesday, September 17,
2002  and  continuing  by  the same time for each Tuesday thereafter, a detailed
report  in  electronic  form projecting the Company's consolidated cash flow for
the  13  weeks  following  the  date  of  such  report;  and".

     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  August  30,  2002:

               (i) First Waiver Fee. In partial consideration of this Amendment,
Prudential shall have received the sum of $18,333 in immediately available funds
by  wire  transfer  to  the  following  account  (the  "Wiring  Account"):

                    Bank  of  New  York
                    New  York,  NY
                    Account  Name:  Prudential  Managed  Account
                    ABA  #021-00-018
                    Acct.  #890-0304-391

          (ii)  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:

          (1)  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");


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          (2)  a  subordinated  note  in  the  aggregate  principal  amount  of
$76,111.83 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;

          (3)  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

          (iii)  such  additional  documentation  as  Prudential  may reasonably
require.

     (b)  on  or  before  September  30,  2002:

          (i)  Second  Waiver  Fee.  In partial consideration of this Amendment,
Prudential  shall  have  received  the  sum of $100,000 in immediately available
funds  by  wire  transfer  to  the  Wiring  Account.

     (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 9 (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 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 the First
Amendment,  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;  and

     (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.

     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


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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 9
(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
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.


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          (b)  Except  as expressly amended hereby or specifically waived above,
all  of  the  terms and provisions of the Restructuring Agreement (including the
Affirmative  and  Negative  Covenants  set  forth  therein)  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.

     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.


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     SECTION  12.     SEVERABILITY

          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]


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     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Amendment to be
executed  by  their  respective  officers  and  general  partners thereunto duly
authorized  on  August  19,  2002, 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  on
August  19,  2002  to  be  effective  as  of
June  29,  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 Second amendment, Consent and Waiver  to Subordinated  Note
                            Restructuring Agreement]


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IWC  Engineering,  Inc.

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

IWC  Services,  Inc.

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


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


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