EXECUTION COPY


                       THIRD AMENDMENT, CONSENT AND WAIVER
                                      UNDER
                    SUBORDINATED NOTE RESTRUCTURING AGREEMENT


          Third Amendment, Consent and Waiver (this "Third Amendment"), dated as
of  July  1, 2003, 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 and
the  Second  Amendment, Consent and Waiver dated as of June 29, 2002, each among
the  Company and Prudential (collectively, the "Prior Amendments").  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 parties 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 failed to comply with the covenant set forth in
Section  6.10 of the Restructuring Agreement requiring newly formed subsidiaries
of  the  Company  to  execute a Subordinated Guaranty (the "Subsidiary Guarantee
Default");

          Whereas,  the Company failed to make cash dividend payments on certain
shares  of  the  Company's Series E Cumulative Senior Preferred Stock ("Series E
Stock")  and  Series G Cumulative Convertible Preferred Stock ("Series G Stock")
in  the  amounts and for the period set forth on Exhibit A hereto ("Exhibit A"),
                                                 ---------
which  failure  constitutes Events of Default pursuant to Section 8.1(vi) of the
Restructuring  Agreement  if not waived or deemed cured as provided therein (the
"Dividend  Payments  Default");

          Whereas, the Company failed to make interest payments on certain Notes
in  the  amounts  and  for  the  period  set  forth  on  Exhibit A hereto, which
                                                         ---------
constitute  Events  of  Default pursuant to Section 8.1(ii) of the Restructuring
Agreement  if  not  waived  or  deemed  cured as provided therein (the "Interest
Payments  Default");

          Whereas, the Company failed to comply with certain financial covenants
under  Sections  7.1(a) and 7.1(b) of the Restructuring Agreement for the twelve
month  period  ended March 31, 2003, which constitute Events of Default pursuant
to  Section  8.1(xviii)  of  the Restructuring Agreement if not waived or deemed
cured  as  provided  therein (the "Covenants Events of Default" and collectively
with  the  Subsidiary  Guarantee  Default, the Dividend Payments Default and the
Interest  Payments  Default,  the  "Current  Defaults");


<PAGE>
          Whereas,  the  Company has requested that Prudential waive the Current
Defaults,  effective, subject to the satisfaction of the conditions set forth in
Section  3  hereof,  on  the  date  hereof;

          Whereas,  the  Company  desires  and Prudential agrees, subject to the
limitations  and  conditions set forth herein, (a) to waive the Current Defaults
and  (b)  amend  the  Restructuring  Agreement  as  set  forth  herein;  and

          Whereas, the Company desires and Prudential agrees to defer payment of
accrued  dividends,  if any, owed to the holders of the Series E Stock, Series F
Stock,  and  Series G Stock that are due and payable or that will become due and
payable  prior  to  December  31, 2003 (the "Dividend Payments") until March 31,
2004,  upon  which  date  the Dividend Payments will be due and payable in full.

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

     SECTION  1.     WAIVER  AND  CONSENT

          (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
Effectiveness  of  This  Third  Amendment)  hereof, Prudential hereby waives the
following:

               (i)     the  Current Defaults; provided, however, that the waiver
     set  forth  in this clause (i) shall not excuse any failure to comply after
     the  date  hereof  under  the  Restructuring  Agreement;  and

               (ii)     compliance  with  each  of (a) the provisions of Section
     6.10 of the Restructuring Agreement with respect to Boots & Coots Services,
     Inc. ("Services"); (b) the failure to pay interest when due on the Notes as
     specified  on  Exhibit A; (c) the financial covenants under Sections 7.1(a)
     and 7.1(b) of the Restructuring Agreement for the twelve month period ended
     March  31,  2003; and (d) the failure to pay the Dividend Payments when due
     on  the  Series  E  Stock  and  Series  G.  Stock.

          (b)     Effective  as  of the date hereof, subject to the satisfaction
(or  due  waiver)  of  the  conditions set forth in Section 3 (Conditions to the
Effectiveness  of  This  Third Amendment) hereof, Prudential agrees to defer the
payment  of the Dividend Payments, without any late payment penalty thereon, and
that the Dividend Payments will be paid on March 31, 2004.

     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 Third Amendment)
hereof,  hereby  amended  as  follows:

          (a)     The  Recitals  are  amended  by  inserting  immediately before
Section  1  the  following  sentence:


                                        2
<PAGE>
"Capitalized  terms  used  herein  and  not  otherwise  defined have the meaning
specified  in  Section  11."

          (b)     Section  1.2  (Credit  Facility  Payment)  is  amended  by (i)
substituting  for  number  "500,000" provided therein with the number "250,000",
(ii) inserting immediately after the sum "$250,000"  the words "either (i)", and

          (iii)  inserting  immediately  after  the  wire  transfer
          information  the following words: "or (ii) by issuing to you
          Credit  Facility  Notes  in an aggregate principal amount of
          $150,000  and payment in immediately available funds by wire
          transfer  to  the  above account of the balance of $100,000,
          provided,  that  no  such cash payment shall be due prior to
          --------
          August  1,  2003."

          The  Credit  Facility  Note  issued pursuant to this Section 1.2 shall
have  the  same  terms  of  the Senior subordinated notes issued hereinafter and
shall  for  all  purpose  be  considered  senior  subordinated  note  under this
Agreement."

          (c)     Section  2.1  (Authorization  of Issue of Notes) is amended by
deleting  the  second  and third sentences thereof beginning with the words "The
term  Note".

          (d)     Section 3 (Transfer of Securities) is amended by inserting new
Sections  3.5  and  3.6,  each  to  read  in  its  entirety  as  follows:

          "3.5  MANDATORY  PREPAYMENT.  (a)  Effective  after  July 1, 2003, and
commencing  the  quarter  ended September 30, 2003, the Company shall prepay the
amounts  outstanding  under  the Notes on a date which is 45 days after the last
day  of  each of the Company's first three fiscal quarters and 90 days after the
last  day of the Company's last fiscal quarter, in an amount equal to the Excess
Cash  for  such  fiscal  quarter.

          (b)     Any  prepayments  made  by  the  Company  shall  be applied as
follows:  first,  to  repay any outstanding interest on the Notes and second, to
repay  the outstanding principal balance of the Notes until all Notes shall have
been  paid  in  full.

          3.6 OPTION TO PAY INTEREST IN KIND.  So long as no Default or Event of
Default  shall  have  occurred  and be continuing or would result therefrom, the
Company  may elect to make payments of interest accrued on Notes that become due
and  payable  during  the  period  commencing on April 1, 2003 and ending on and
including  December 31, 2003 by issuance and delivery to the holders thereof PIK
Notes  in principal amount equal to such interest payments not later then on the
date  such  interest  payments  become  due  and  payable.

          Any  PIK  Note issued pursuant to this Section 3.6 shall have the same
terms  as  the  senior  subordinated  notes  issued  hereunder and shall for all
purposes  be  considered  senior  subordinated  note  under  this  Agreement."

          (e)     Section  7.1(a) (Total Debt to EBITDA Ratio) is deleted in its
entirety and replaced by inserting a new Section 7.1(a), to read in its entirety
as  follows:


                                        3
<PAGE>
          "(a)  Total  Debt to EBITDA Ratio.  The ratio of Total Debt to EBITDA,
measured  on  a calendar quarter-end basis for the twelve month period ending on
the  last  day  of  each  calendar quarter, commencing with the calendar quarter
ending  on  March  31,  2004,  to  be  greater  than  3.0  to  1.0."

          (f)     Section  7.1(b)  (EBITDA  to Consolidated Interest Expense) is
amended  by  replacing  "December  31,  2001"  therein with "December 31, 2003".

          (g)     Section  7.3(b)(ii) (Limitation on Indebtedness) is amended by
substituting  for  the  number  "6,000,000"  provided  therein  with  the number
"3,000,000".

          (h)     Section 7.3(b)(iv) (Limitation on Indebtedness) is amended (i)
by  inserting  immediately  after the words "outstanding on the Date of Closing"
the  words  "or  outstanding  as  of  July  1,  2003,  as the case may be", (ii)
substituting for the word "and" immediately prior to the words "described in the
Prudential  Letter" with the words "and/or", and (iii) inserting after the words
"Existing  Senior  Credit  Facility"  the  words  "outstanding on July 1, 2003".

          (i)     Section  11  (Definitions)  is  amended  by  inserting  the
definitions  of  "Credit  Facility  Note", "Excess Cash", "Note" and "PIK Note",
each  in  its appropriate alphabetical order and each to read in its entirety as
follows:

          "CREDIT FACILITY NOTE" shall mean the note referred to in Section 1.2.

          "EXCESS CASH" shall mean, for the Company for any quarter, the excess,
if  any,  of  cash  and  cash  equivalents  of  the  Company, as recorded on the
Company's  balance sheet in accordance with GAAP, at the last day of each of the
Company's  fiscal  quarter  over  $2,000,000  minus  the  sum  of  optional cash
principal  payments on the Senior Debt during a period of 45 days after the last
day  of  each of the Company's first three fiscal quarters and 90 days after the
last  day  of the Company's last fiscal quarter (but only to the extent that the
principal  amounts  of Senior Debt are permanently reduced by the amount of such
prepayments).  It is acknowledged that the Company's accounts receivables do not
constitute  cash  or  cash  equivalents.

          "NOTE"  shall mean each senior subordinated note delivered pursuant to
any  provision  of  this Restructuring Agreement, the Credit Facility Note, each
PIK Note and each senior subordinated note delivered in substitution or exchange
for  any  other  Note  pursuant  to  any  such  provision.

          "PIK  NOTE"  shall  mean  any  senior  subordinated  note delivered as
payment  of  interest  on  any  other  Note."

          (j)     Section  12.18  (Transfer Restrictions) is amended by deleting
the  last  sentence  thereof,  beginning  with  the  words "At no time may you".


                                        4
<PAGE>
     SECTION  3.     CONDITIONS TO THE EFFECTIVENESS  OF  THIS  THIRD  AMENDMENT

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

          (a)     Prudential  shall  have  received  each of the following, each
delivered  and  dated  (if  applicable)  on or before the Effective Date (unless
otherwise  agreed  by  Prudential),  in  form  and  substance  satisfactory  to
Prudential:

               (i)     This  Third  Amendment,  duly executed by the Company and
each  Domestic  Subsidiary  of  the  Company,  with  the exception of ITS Supply
Corporation  and  Boots  &  Coots  Special  Services,  Inc.;

               (ii)     PIK Note dated March 31, 2003 in the aggregate principal
amount of $1,932,667, payable on December 30, 2005, from the Company in the form
of  Exhibit  B  hereto;
    ----------

               (iii)     PIK  Note  dated  March  31,  2003  in  the  aggregate
principal amount of $276,264, payable on December 30, 2005, from the Company, in
the  form  of  Exhibit  C  hereto;
               ----------

               (iv)     Credit Facility Note dated July 1, 2003 in the aggregate
principal amount of $150,000, payable on December 30, 2005, from the Company, in
the  form  of  Exhibit  D  hereto;
               ----------

               (v)     A  Subordinated  Guaranty Agreement (the "Guaranty") duly
executed  by  Services;

               (vi)     True  and  correct copies, certified by the Secretary or
Assistant Secretary of Company, of the First Amended and Restated Certificate of
Designation  of  Rights  and  Preferences Relating to Series E Cumulative Senior
Preferred  Stock  of  the  Company  as set forth in ExhibitE attached hereto and
                                                    --------
evidence  of  the filing of such document with, and acceptance by, the Secretary
of  State  of  the  State  of  Delaware;

               (vii)     Certificates of the Secretary or an Assistant Secretary
of  each  the Company and each Domestic Subsidiary certifying the names and true
signatures  of  each officer who has been authorized to execute and deliver this
Third  Amendment,  the  Credit  Facility  Note  and  the  PIK Notes to be issued
hereunder, the Guaranty, as applicable, or any other document required hereunder
to  be  executed  and  delivered  by  or on behalf of the Company, each Domestic
Subsidiary,  or  Services;

               (viii)     a favorable opinion of Thompson & Knight, LLP, counsel
to  the  Transaction  Parties,  substantially  in the form of Exhibit F attached
                                                              --------
hereto,  and  addressing  such  other  matters  incident  to  the matters herein
contemplated as Prudential may reasonably request; and


                                        5
<PAGE>
          (b)     Such  additional  documentation  as  Prudential may reasonably
require.

          (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 Third 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 or
in  connection  therewith, as amended and restated by the additional disclosures
set  forth  on the disclosure schedules attached hereto as Exhibit G with titles
                                                           --------
corresponding  to  the  specific  section  in  the  Restructuring  Agreement,
("Disclosure Schedules") 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 the date hereof 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 Prior Amendments and
after  giving  effect  to the amendments, consents and waivers set forth herein;
and

          (e)     No  Default  or Event of Default.  After giving effect to this
Third  Amendment, no Default or Event of Default (except for those that may have
been  duly  waived)  shall  have  occurred  and  be  continuing.

     SECTION  4.     REPRESENTATIONS,  WARRANTIES  AND  COVENANTS

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

          (a)     This  Third  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.

          (b)     The Restructuring Agreement as amended by the Prior Amendments
and after giving effect to the amendments, consents and waivers set forth herein
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.

          (c)     Subject  to  the  disclosures  set  forth  on  the  Disclosure
Schedules,  each  of  the representations and warranties contained in this Third
Amendment,  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


                                        6
<PAGE>
date  hereof,  as  if made on and as of the date hereof 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 Prior Amendments and after giving
effect to the amendments, consents and waivers set forth herein.

          (d)     No  Default or Event of Default has occurred and is continuing
(except  for  those  that  are  duly  waived).

          (e)     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  Third Amendment, the Restructuring Agreement or any Note
Document,  in  each  case  as  amended  by the Prior Amendments and after giving
effect to the amendments, consents and waivers set forth herein (if applicable).

          (f)     In  the  course of the negotiation of this Third Amendment and
other  discussions or by any disclosure made hereby, including in the Disclosure
Schedules,  since  April  1,  2003,  none of the Company nor, to the best of its
knowledge,  any of its affiliates, directors, officers, employees or agents have
disclosed  any  material  nonpublic  information  to  Prudential  or  any of its
affiliates,  directors,  officers, employees or agents that would be required to
be  disclosed in an annual report on Form 10-K under the Securities Exchange Act
of  1934, as amended, or in a prospectus of the Company pursuant to an effective
registration statement on Form S-1 under the Securities Act of 1933, as amended.

          (g)     By  the  close of business on August 1, 2003, Prudential shall
have  received  (i)  the  credit facility payment required by Section 1.2 of the
Restructuring  Agreement, as amended by this Third Amendment, and (ii) all costs
and  expenses  of  Prudential  incurred  in  connection  with  the  transactions
contemplated  by  this  Third  Amendment,  including  reasonable  legal fees and
expenses  relating  to  such  transactions,  reasonable  expenses  incurred  in
conducting  due  diligence  investigations  and  reviews  and  other  reasonable
out-of-pocket  expenses  incurred  by  Prudential  or  its outside counsel in an
amount  of  $30,000  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

     SECTION  5.    RELEASE

          In  further  consideration  for  Prudential's  execution of this Third
Amendment,  the  Company  and  each  other  Transaction  Party  hereby  releases
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


                                        7
<PAGE>
(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 (b) out of, or
relating  to,  actions, dealings or other matters occurring on or prior the date
hereof  (including, without limitation, any actions or inactions of any Releasee
prior  to  the  date  hereof).

     SECTION  6.    EFFECT  ON  THE  NOTE  DOCUMENTS

          (a)     Except  as expressly amended or 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.  THE
COMPANY  AND  PRUDENTIAL  EXPRESSLY AGREE THAT THE PROVISIONS OF SECTION 12.8 OF
THE  RESTRUCTURING  AGREEMENT  APPLY  TO  THE  DISCLOSURE  OF INFORMATION BY THE
COMPANY  PURSUANT  TO  THIS  THIRD  AMENDMENT.

          (b)     The  execution,  delivery  and  effectiveness  of  this  Third
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.

          (c)     This  Third  Amendment  is  a  Note  Document.

     SECTION  7.     CONSENT  OF  DOMESTIC  SUBSIDIARIES

          Each  of  Services  and each Domestic Subsidiary of the Company hereby
consents  to  this  Third  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 Third 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  Third  Amendment.


                                        8
<PAGE>
     Section  9.     Governing  Law

          This  Third 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 Third 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

          The  fact  that  any term or provision of this Third Amendment 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  Third 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 Third Amendment or any other Note
Document.

                            [Signature Pages Follow]


                                        9
<PAGE>
          IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  This  Third
Amendment  to  be  executed  by  their  respective officers and general partners
thereunto  duly  authorized  on  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 by:

Domestic Subsidiaries:

Boots & Coots Special Services, Inc.

By:  ______________________________
     Name:
     Title:

Elmagco,  Inc.

By:  ______________________________
     Name:
     Title:

Hell  Fighters,  Inc.

By:  ______________________________
     Name:
     Title:





  [Signature  Page  to Consent and Waiver  Under Subordinated Note Restructuring
                                   Agreement]
<PAGE>


IWC  Engineering,  Inc.

By:  ______________________________
     Name:
     Title:

IWC  Services,  Inc.

By:  ______________________________
     Name:
     Title:



Boots & Coots Services, Inc.

By:  ______________________________
     Name:
     Title:







  [Signature  Page  to Consent and Waiver  Under Subordinated Note Restructuring
                                   Agreement]
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