EXECUTIVE EMPLOYMENT AGREEMENT
                         ------------------------------


     This Employment Agreement (this "Agreement") is made and entered into as of
                                      ---------
September  26,  2003  (the  "Effective  Date"),  by  and  between  BOOTS & COOTS
                             ---------------
INTERNATIONAL  WELL  CONTROL,  INC.  (the  "Company")  and  JERRY  WINCHESTER
                                            -------
("Executive").  The  Company hereby employs Executive and Executive accepts such
  ---------
employment on the following terms and conditions:

     1.     Termination  of  Prior  Employment  Agreement.  The  Company  and
            ---------------------------------------------
Executive  hereby  agree that the Employment Agreement, dated as of September 9,
1998,  by  and between such parties (the "Prior Employment Agreement") is hereby
                                          --------------------------
effectively  terminated,  and  that  this  Agreement cancels and supersedes that
Prior  Employment  Agreement.

     2.     Term.  Executive  shall  be  employed by the Company for a period of
            ----
three  (3)  years  from  the Effective Date hereof (the "Employment Term").  The
                                                         ---------------
Employment Term and this Agreement shall be automatically renewed for successive
additional  two  (2) year terms unless notice of termination is given in writing
by  either  party  to  the  other  party  at  least  six (6) months prior to the
expiration of the initial term or any such renewal term.

     3.     Duties.  Executive  shall  hold  the  titles  of  President,  Chief
            ------
Executive  Officer  and Chief Operating Officer, and shall perform such services
regarding  the  operations of the Company as are appropriate for such positions,
and as the Board of Directors may from time to time request, and Executive shall
be  employed by and will work for the Company at the Company's executive offices
in  Houston,  Texas.  The  Executive shall not be required during the Employment
Term  to  relocate from Houston, Texas to any other business location maintained
by the Company although the Executive expressly agrees that regular travel shall
be necessary as part of his duties.  As Chief Executive Officer, Executive shall
report  directly  to  the  Board of Directors, and be responsible for the entire
management  activities  of  the Company.  The duties of Executive shall include,
but  not  be  limited  to,  directing  day to day operations, business planning,
development  and  implementation  of  appropriate  policies,  practices  and
procedures.

     4.     Conduct  of  Executive.  During the Employment Term, Executive shall
            ----------------------
devote his full business time, effort, skill and attention to the affairs of the
Company and its subsidiaries, will use his best efforts to promote the interests
of  the  Company,  and  will  discharge  his  responsibilities in a diligent and
faithful  manner,  consistent  with  sound  business  practices.  During  the
Employment  Term,  Executive  shall  agree to serve as a member of the Company's
Board  of  Directors  if  elected  to  such  position by the stockholders of the
Company.

          Nothing  in  this  Agreement shall be deemed to preclude the Executive
from  participating  in other business, charitable or community opportunities if
and  to  the  extent  that  (i)  such  business  opportunities  are not directly
competitive with or similar to the business of the Company, (ii) the Executive's
activities  with  respect  to  such opportunities do not have a material adverse
effect  on  the  performance  of the Executive's duties hereunder, and (iii) the
Executive's  activities  with  respect  to  such  opportunity  have  been  fully
disclosed  in  writing  to  the  Company's  Board  of  Directors.


<PAGE>
     5.     Compensation.  In  consideration of the work and other services that
            ------------
Executive  performs  for  the Company hereunder, the Company shall pay Executive
the  following:

          (a)     Base  Salary.  During  the  Employment Term, the Company shall
                  ------------
pay  Executive  a  gross annual base salary of not less than $250,000 (the "Base
                                                                            ----
Salary"),  payable  semi-monthly in accordance with the Company's normal payroll
------
policies,  subject to withholding for federal income tax, social security, state
and  local  taxes,  if  any,  and any other sums that the Company may be legally
required  to  withhold.  The Base Salary shall be reviewed on an annual basis by
the  Board  of  Directors and the amount of such Base Salary shall be subject to
increase on the basis of the performance of the Executive and the performance of
the  Company.

          (b)     Bonus.  Executive shall participate in the Company's Executive
                  -----
Bonus  Pool  and  any other additional executive compensation plans adopted from
time  to time by the Board of Directors or a compensation committee appointed by
the  Board  of  Directors,  and  the  Board  of  Directors  or  the compensation
committee,  as  the  case  may  be,  shall  have  the  authority  to adjust such
participation  upward  or  downward  from  time  to time in its sole discretion.

          (c)     Auto  Allowance.  In  addition to the Base Salary, the Company
                  ---------------
shall  pay  [$18,000] per year for Executive's use of his personal automobile on
behalf  of the Company.  Such auto allowance shall be payable in accordance with
the Company's normal payroll policies, subject to withholding for federal income
tax, social security, state and local taxes, if any, and any other sums that the
Company  may  be  legally  required  to  withhold.

          (d)     Incentive  Stock  Plan.  The  Company shall adopt an Incentive
                  ----------------------
Stock  Plan  for  2003.  From  time  to  time,  at the direction of the Board of
Directors, or its compensation committee, Executive shall be eligible to receive
options  to  purchase  shares  of the Company's Common Stock.  At the signing of
this  agreement,  the  Company  shall  issue  1,000,000  options  post  split or
4,000,000  non  split  options  to purchase the Company's common stock at 50% of
market  value (determined on the date contract is executed). On execution of the
contract,  25%  of  this plan shall be vested immediately with the remaining 75%
vested  25%  annually  over  the initial three year term of the contract.  These
options  will  have  a  cashless  exercise  provision.

          (e)     Retirement  Plan.  Executive  shall be eligible to participate
                  ----------------
in  any  retirement  or similar plans as may be adopted from time to time by the
Company.

          (f)     Medical,  Life  and  Disability  Insurance.  The  Company will
                  ------------------------------------------
provide  Executive  with  coverage  under  a policy of hospitalization and major
medical  insurance  at no cost to the Executive.  Such of Executive's dependents
may be covered under such insurance policy, subject to the terms of such policy,
at  the  expense of Executive.  The Company will provide life insurance coverage
in  amount  of  not  less  than [$1,500,000] and short term disability insurance
coverage  in  an amount to be determined by the Company.  Executive acknowledges
that  the  Company  may seek to secure a policy of Key Man life insurance on the
life of Executive, with death benefits payable to the Company.  Executive agrees
to  cooperate  with  the  Company  in  securing  the  same.

          (g)     Other  Benefits.  During  the Employment Term, Executive shall
                  ---------------
be  entitled  to  participate  in  all  employee benefit plans or to receive any
incentive  bonuses,  stock options or other benefits as may from time to time be


                                      -2-
<PAGE>
made available to the executives or general employees of the Company.

     6.     Vacation  and  Sick  Leave.  Executive shall be entitled to five (5)
            --------------------------
weeks  of  paid  vacation  during  each  year of his employment hereunder.  Such
vacation  shall  be  taken at such time, or times, as shall not be disruptive to
the  business  of  the  Company.  Scheduling  shall  be  accomplished  with  the
Executive  Committee.  In  addition,  Executive  shall  be entitled to paid sick
leave  of  fifteen  (15)  days  each  year.

     7.     Expenses.  The  Company shall reimburse Executive for all reasonable
            --------
expenses  and  disbursements  incurred by Executive, and approved by appropriate
designees  of  the  Executive  Committee,  in  the  performance  of  his  duties
hereunder,  including  expenses  for entertainment and travel, as are consistent
with  the  policies  and  procedures of the Company and Internal Revenue Service
regulations.  Travel  and  other expenses from Executive's home to the Company's
office  are  not  included.  The Company shall furnish Executive with a cellular
telephone  at  the  expense  of  the  Company.

     8.     Confidential Information.  Executive acknowledges that in the course
            ------------------------
of  employment  by the Company, Executive will receive certain trade secrets and
confidential  information  belonging to the Company which the Company desires to
protect  as  confidential.  For  the  purposes  of  this  Agreement,  the  term
"confidential  information" shall mean information of any nature and in any form
which  at  the  time is not generally known to those persons engaged in business
similar  to  that  conducted  by  the  Company.  Executive  agrees  that  such
information  is  confidential  and  that  he will not reveal such information to
anyone  other  than  officers, directors, Executives or authorized agents of the
Company.  Upon  termination  of  employment,  for  any  reason,  Executive shall
surrender all papers, documents and other property of the Company.

     9.     Information, Ideas, Concepts, Improvements, Discoveries, Inventions,
            --------------------------------------------------------------------
etc.  Executive  agrees  that  during  the  Employment  Term  he  will  promptly
----
disclose,  in  writing,  all  information,  ideas,  concepts,  improvements,
discoveries  and  inventions,  whether  patentable  or  not,  and whether or not
reduced  to  practice,  which  are conceived, developed, made or acquired by the
Company,  either  individually,  or jointly with others, and which relate to the
business,  products  or  services  of the Company, or any of its subsidiaries or
affiliates,  irrespective  of  whether  such  information,  idea,  concept,
improvement,  discovery  or  invention  was  conceived, developed, discovered or
acquired by Executive on the job, or elsewhere (collectively, the "Inventions").
The Company and Executive have agreed as follows regarding the Inventions:

          (a)     All inventions are, and shall be, the property of the Company.
In this context, all drawings, memoranda, notes, records, files, correspondence,
manuals, models, specifications, computer programs, maps and all other writings,
or materials of any time embodying any such Inventions are and shall be the sole
and  exclusive  property  of  the  Company.

          (b)     Executive  hereby specifically sells, assigns and transfers to
the  Company  all  of his worldwide right, title and interest in and to all such
Inventions,  and  any  United  States  or  foreign  applications  for  patents,
inventor's  certificates  or  other industrial rights that may be filed thereon,
including  divisions,  continuations,  continuations-in-part,  reissues  and/or
extensions  thereof,  and  applications  for registration of any names and marks
included  therewith.  Both  during the Employment Term and thereafter, Executive


                                      -3-
<PAGE>
shall assist the Company and its nominees at all times in the protection of such
Inventions,  both  in the United States and all foreign countries, including but
not  limited to, the execution of all lawful oaths and all assignment documents,
not  inconsistent  with this Agreement, requested by the Company, or its nominee
in  connection with the preparation, prosecution, issuance or enforcement of any
applications  for  United States or foreign letters patent, including divisions,
continuations,  continuations-in-part,  reissue,  and/or extensions thereof, and
any  application  for  the  registration  of names and marks included therewith.

          (c)     Moreover, if during the Employment Term, Executive creates any
original work of authorship which is the subject matter of copyright relating to
the  Company's  business,  products,  or  services, whether such work is created
solely  by  Executive  or  jointly  with others, the Company shall be deemed the
author  of  such  work  if the work is prepared by Executive in the scope of his
employment; or, if the work is not prepared by Executive within the scope of his
employment,  but  is  specifically ordered by the Company as a contribution to a
collective  work,  as a part of a motion picture or other audiovisual work, as a
translation,  as  a  supplementary work, as a compilation or as an instructional
text,  then  the  work  shall  be  considered to be a work made for hire and the
Company  shall  be  the  author  of the work.  In the event such work is neither
prepared  by  the  Executive within the scope of his employment or is not a work
specially  ordered  and deemed to be a work made for hire, then Executive hereby
agrees  to  assign,  and  by  these  presents,  does  assign,  to the Company an
undivided  one-half interest in and to all of Executive's worldwide right, title
and  interest  in and to the work and all rights or copyright therein, including
but  not  limited to, the execution of all formal assignment documents requested
by  the  Company  or  its nominee, not inconsistent with this Agreement, and the
execution  of all lawful oaths and applications for registration of copyright in
the  United  States  and  foreign  countries.

     10.     Agreement  Not  to  Solicit.  During  the Employment Term and for a
             ---------------------------
period  of  one  (1)  year  after  the  termination of employment hereunder (the
"Termination  Date"),  regardless of how terminated, Executive will not, solely,
 -----------------
jointly,  or  as  a  partner,  member,  contractor,  Executive  or  agent of any
partnership  or  as  an  officer,  director,  Executive,  agent,  contractor,
stockholder  or  investor in any other entity or in any other capacity, directly
or  indirectly:

          (a)     induce,  or attempt to induce, any person or party who, on the
Termination  Date  is  employed by or affiliated with the Company or at any time
during  the  term  of  this covenant is, or may be, or becomes an employee of or
affiliated  with  the  Company,  to  terminate  his,  her  or  its employment or
affiliation  with  the  Company;

          (b)     induce,  or  attempt to induce, any person, business or entity
which is or becomes a customer or supplier of the Company, or which otherwise is
a contracting party with the Company, as of the Termination Date, or at any time
during  the  term  hereof,  to  terminate  any  written  or  oral  agreement  or
understanding  with  the  Company,  or  to  interfere  in  any  manner  with any
relationship  between  the  Company  and  such  customer  or  supplier;  or

          (c)     employ  or  otherwise engage in any capacity any person who at
the  Termination  Date  or  at  any  time  during the period two (2) years prior
thereto  was  employed, or otherwise engaged, in any capacity by the Company and
who,  by  reason  thereof  is or is reasonably likely to be in possession of any
confidential  information.


                                      -4-
<PAGE>
Executive  acknowledges  and  agrees  that  the  provisions of this paragraph 10
constitute a material, mutually bargained for portion of the consideration to be
delivered  under  this  Agreement  and  failure to comply with this paragraph 10
shall  be  deemed  a  breach  of  this  Agreement.

     11.     Termination  by  the  Company.  Notwithstanding  the  provisions of
             -----------------------------
paragraph  2,  the  Company may terminate the employment of Executive under this
Agreement  if  any  of  the  following  occur:

          (a)     the  death  of  Executive;

          (b)     the  Executive becomes, in the good faith opinion of the Board
of Directors, physically or mentally disabled, for a period of more than six (6)
consecutive  months, to the extent he is unable to perform his duties hereunder;

          (c)     for  any  reason,  or for no reason, at the end of the initial
five  (5)  year  term  of  this  Agreement  or  any  renewal  thereof;  or

          (d)     for  "Cause",  which for purposes of this Agreement shall mean
Executive  (i)  has  engaged  in  gross  negligence or willful misconduct in the
performance  of the duties required of him hereunder, (ii) has willfully refused
without  proper legal reason to perform the duties and responsibilities required
of  him  hereunder (provided, however, that no act or failure to act pursuant to
subsections  (i) and (ii) above shall be deemed "willful" if due primarily to an
error  in judgment or negligence or if made in good faith with reasonable belief
that  such  act  is  in  the best interest of the Company), (iii) has materially
breached  any  material  provision  of  this  Agreement (and such breach remains
uncorrected  30  days  following  Executive's  receipt  of written notice of the
breach  from  the  Company),  or  (iv)  the  Executive  commits,  is arrested or
officially  charged  with  any  felony,  or any crime involving moral turpitude,
which,  in  the  good  faith  opinion  of  the Company, would impair Executive's
ability  to perform his duties hereunder or would impair the business reputation
of  the  Company  or  Executive  misappropriates  any  funds  or property of the
Company;  provided,  however,  that  Executive's  employment  may  be terminated
          --------   -------
pursuant  to  this  paragraph  11(d)  only if such termination is approved by at
least  two-thirds  of  the members of the Board of Directors after Executive has
been  given  written  notice  by  the  Company  of  the specific reason for such
termination  and  an opportunity for Executive, together with his counsel, to be
heard  before  the  Board  of  Directors.  Members of the Board of Directors may
participate  in any hearing that is required pursuant to this paragraph 11(d) by
means  of  conference  telephone or similar communications equipment whereby all
persons participating in the hearing can hear and speak to each other; provided,
                                                                       --------
however,  that  at least one-half of the members of the Board of Directors shall
-------
attend  the  hearing  in  person.

     12.     Termination  by  Executive.  Notwithstanding  the  provisions  of
             --------------------------
paragraph  2, Executive may terminate his employment under this Agreement if any
of  the  following  occur:

          (a)     in  connection with or based upon (i) a material breach by the
Company  of  any  material  provision  of this Agreement, (ii) a substantial and
material  reduction  in  the  nature  or  scope  of  Executive's  duties  or
responsibilities  as  the Chief Executive Officer and Chief Operating Officer of
the Company, or (iii) the assignment to Executive of duties and responsibilities
that  are  materially  inconsistent with such positions; provided, however, that
                                                         --------  -------
prior  to  Executive's  termination  of  employment  under this paragraph 12(a),


                                      -5-
<PAGE>
Executive  must give written notice to the Company of any such breach, reduction
or  assignment  and such breach, reduction or assignment must remain uncorrected
for  30  days  following  such  written  notice;

          (b)     upon  a  Change  in  Control,  or  within  twelve  (12) months
thereafter,  where  a  "Change  in  Control"  is defined to mean (i) any merger,
consolidation or reorganization in which the Company is not the surviving entity
(or survives only as a subsidiary of an entity), (ii) any sale, lease, exchange,
or  other  transfer  of  (or  agreement  to  sell, lease, exchange, or otherwise
transfer)  all  or  substantially  all of the assets of the Company to any other
person or entity (in one transaction or a series of related transactions), (iii)
dissolution  or  liquidation  of  the  Company,  (iv) when any person or entity,
including  a  "group"  as  contemplated  by  Section  13(d)(3) of the Securities
Exchange  Act  of  1934,  as  amended,  acquires  or  gains ownership or control
(including,  without  limitation,  power  to  vote)  of  more  than [30%] of the
outstanding  shares of the Company's voting stock (based upon voting power), (v)
as  a  result  of  or  in connection with a contested election of directors, the
persons  who  were  directors of the Company before such election shall cease to
constitute  a  majority  of  the  Board  of Directors, or (vi) any event that is
reported by the Company under Item 1 of a Form 8-K filed with the Securities and
Exchange  Commission; provided, however, that the term "Change in Control" shall
not include any reorganization, merger, consolidation, sale, lease, exchange, or
similar  transaction  involving  solely  the  Company and one or more previously
wholly-owned  subsidiaries  of  the  Company  unless such matter is described in
clause  (vi)  above;  or

          (c)     at  any  time,  for  any  other reason whatsoever, in the sole
discretion  of  Executive.

     13.     Termination  and  Compensation.
             ------------------------------

          (a)     Termination  by  the  Company  and Compensation.  In the event
                  -----------------------------------------------
that  the  Company  elects  to  terminate  Executive's  employment  prior to the
expiration  of a three (3) year initial term, or renewal term, of this Agreement
for  any  reason  other  than termination for Cause as expressly provided for in
Paragraph  11(d),  or  if the Company chooses not to renew this Agreement at the
expiration of any term hereunder, then, and in that event, the Company shall pay
to  Executive,  on  the Termination Date, the following compensation: (i) a lump
sum  payment  equal  to two (2) times Executive's then current Base Salary, (ii)
any bonus to which Executive would have been eligible to receive for the year in
which  termination  occurs,  (iii)  a  lump  sum payment equal to six (6) months
automobile  allowance,  and  (iv)  shall  continue  the  payment of premiums for
hospitalization  and  major  medical  insurance  for the lesser period of either
twelve  (12)  months or the date on which Executive secures full time employment
that  affords  equivalent  medical  coverage.  In the event of a termination for
Cause pursuant to paragraph 11(d), this Agreement shall be wholly terminated and
Executive  shall  not  be  entitled  to  any  further  compensation or any other
benefits  provided  for  herein,  and  shall  not  be entitled to severance pay.
However,  any  of  the  provisions  of this Agreement relating to activities and
conduct after the termination of the employment relationship between the Company
and  Executive  shall  remain  in  full  force  and  effect, and be enforceable.

          (b)     Termination  by Executive and Compensation.  In the event that
                  ------------------------------------------
Executive  elects  to  terminate  his  employment pursuant to paragraph 12(a) or
12(b),  then,  and  in  that  event,  the Company shall pay to Executive, on the


                                      -6-
<PAGE>
Termination  Date,  the  following compensation: (i) a lump sum payment equal to
two  (2)  times  Executive's  then  current Base Salary, (ii) any bonus to which
Executive  would have been eligible to receive for the year in which termination
occurs,  (iii)  a lump sum payment equal to six (6) months automobile allowance,
and  (iv)  shall  continue the payment of premiums for hospitalization and major
medical insurance for the lesser period of either twelve (12) months or the date
on  which Executive secures full time employment that affords equivalent medical
coverage.  In  the  event  that  Executive  elects  to  terminate his employment
pursuant  to  paragraph  12(c),  this  Agreement  shall be wholly terminated and
Executive  shall  not  be  entitled  to  any  further  compensation or any other
benefits  provided  for  herein,  and  shall  not  be entitled to severance pay.
However,  any  of  the  provisions  of this Agreement relating to activities and
conduct after the termination of the employment relationship between the Company
and  Executive  shall  remain  in  full  force  and  effect, and be enforceable.

     14.     No  Duty  to Mitigate Losses.  Executive shall have no duty to find
             ----------------------------
new  employment  following the termination of his employment under circumstances
which  require  the Company to pay any amount to Executive pursuant to paragraph
13.  Any salary or remuneration received by Executive from a third party for the
providing  of  personal  services (whether by employment or by functioning as an
independent  contractor)  following  the  termination of his employment with the
Company shall not reduce the Company's obligation to make a payment to Executive
(or the amount of such payment) pursuant to the terms of paragraph 13.

     15.     Notices.  All  notices  or  other  communications  pursuant to this
             -------
Agreement  may be given by personal delivery, or by certified mail, addressed to
the  home  office  of  the  Company  or  to the last known address of Executive.
Notices  given  by  personal  delivery  shall  be  deemed  given  at the time of
delivery,  and  notices  sent  by  certified  mail  shall  be  deemed given when
deposited with the U.S. Postal Service.

     16.     Entirety  of  Agreement;  Amendment.  This  Agreement  contains the
             -----------------------------------
entire  understanding  of  the  parties  and all of the covenants and agreements
between  the  parties  with  respect to Executive's employment.  No amendment to
this Agreement shall be effective unless it is in writing and signed by both the
parties  hereto.

     17.     Governing  Law.  This  Agreement shall be construed and enforced in
             --------------
accordance  with,  and  be  governed  by,  the  laws  of  the  State  of  Texas.

     18.     Waiver.  The  failure  of  either  party  to  enforce  any  rights
             ------
hereunder  shall not be deemed to be a waiver of such rights, unless such waiver
is an express written waiver which has been signed by the waiving party.  Waiver
of  one  breach  shall not be deemed a waiver of any other breach of the same or
any  other  provision  hereof.

     19.     Assignment.  This  Agreement  shall not be assignable by Executive.
             ----------
Subject  to  Section  12(b)  hereof, in the event of a future disposition of the
properties and business of the Company by merger, consolidation, sale of assets,
or  otherwise,  then the Company may assign this Agreement and all of its rights
and  obligations  to  the acquiring or surviving entity; provided, that any such
entity shall assume all of the obligations of the Company hereunder.


                                      -7-
<PAGE>
     20.     Counterparts.  This  Agreement  may  be  executed  in any number of
             ------------
counterparts,  each  of which shall be deemed to be an original for all purposes
hereof.

     21.     Arbitration.  Any  dispute,  controversy or claim arising out of or
             -----------
relating  to this Agreement and Executive's job duties shall be submitted to and
finally  settled  by  binding  arbitration  to  be  held  in  Houston, Texas, in
accordance  with  the rules of the American Arbitration Association in effect on
the  Effective  Date,  and judgment upon the award rendered by the arbitrator(s)
may  be  entered  in  any  court  having  jurisdiction  thereof.  All agreements
contemplated  herein  to be entered into to which the parties hereto are parties
shall  contain  provisions  which  provide  that all claims, actions or disputes
pursuant  to,  or  related  to,  such  agreements  shall be submitted to binding
arbitration.  In any proceeding to enforce the provisions hereof, the prevailing
party  shall  be  entitled  to  recover  reasonable  expenses  incurred  by him,
including  reasonable  attorneys'  fees.


                            [SIGNATURE PAGE FOLLOWS]



                                      -8-
<PAGE>
This Agreement is entered into as of the Effective Date.

"COMPANY"

BOOTS  &  COOTS  INTERNATIONAL
    WELL  CONTROL,  INC.


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

      -----------------------------


"EXECUTIVE"


-----------------------------------
Jerry  Winchester


                                      -9-
<PAGE>