<PAGE>   1
             SECOND AMENDMENT TO FORBEARANCE AND EXTENSION AGREEMENT


         This Second Amendment to Forbearance and Extension Agreement (the
"AMENDMENT") by and among the undersigned entities identified as Bank and
Obligors is entered into effective this 30th day of June, 2000 (the "AMENDMENT
EFFECTIVE DATE").

                                    RECITALS:

         WHEREAS, Bank and Obligors are parties to a Forbearance and Extension
Agreement dated as of May 31, 2000, as amended by the First Amendment to
Forbearance and Extension Agreement dated as of June 15, 2000 (the "Forbearance
Agreement"); and

         WHEREAS, Bank and Obligors have agreed, on the terms and conditions
herein set forth, that the Forbearance Agreement be amended in certain respects:

         NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, IT IS AGREED:

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

         2. Amendments to Forbearance Agreement. On and after the Amendment
Effective Date, the Forbearance Agreement shall be amended as follows:

         (a) Paragraph 1 of the Forbearance Agreement is hereby amended to read
in its entirety as follows:

                  1. At the specific request of the Obligors, Bank hereby agrees
         to forbear from exercising any remedy available to Bank upon the
         occurrence of any Event of Default or Default (as such terms are
         defined in the Loan Agreement described and identified on SCHEDULE 1
         hereof, as are all defined terms used herein unless otherwise
         specifically defined herein) existing as of the date hereof under the
         Loan Documents (described and identified on SCHEDULE 1 hereto) until
         the earlier of (a) a Triggering Event (hereinafter defined) or (b) July
         31, 2000 (the earlier of which to occur is herein referred to as the
         Termination Date).

         (b) Paragraph 2 of the Forbearance Agreement is hereby amended to read
in its entirety as follows:

                  2. Without in any way waiving any existing Event of Default
         and at the request of the Obligors, Bank hereby agrees to extend the
         Maturity Date of the Obligations from June 30, 2000 to the earlier of
         July 31, 2000 or the occurrence of a Triggering Event.

         3. No Reliance by Others. None of the provisions of this Amendment
shall inure to the benefit of Obligors or any Person other than Bank;
consequently, Obligors shall not be, and no Person other than the Bank shall be,
entitled to rely upon or raise as a claim or defense, in any manner whatsoever,
the failure of Bank to comply with the provisions of this Amendment. Bank shall
not incur any liability to Obligors or any other Person for any act or omission
of the other.



SECOND AMENDMENT TO FORBEARANCE AND EXTENSION AGREEMENT - Page 1

<PAGE>   2

         4. 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 Forbearance Agreement, 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 Bank may now have or
may have in the future under or in connection with the Forbearance Agreement,
the Loan Agreement, the Loan Documents or any of the other documents referred to
therein. Except as expressly modified hereby or by express written amendments
thereof, the terms and provisions of the Forbearance Agreement, 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.

         5. Representations and Warranties of the Obligors. To induce the Bank
to execute and deliver this Amendment (which representations shall survive the
execution and delivery of this Amendment), the Obligors represent and warrant to
the Bank that:

                  (a) 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 Obligors enforceable
         against them 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;

                  (b) the Forbearance Agreement, as amended by this Amendment,
         constitutes the legal, valid and binding obligation, contract and
         agreement of the Obligors enforceable against them 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

                  (c) the execution, delivery and performance by the Obligors of
         this Amendment (i) has been duly authorized by all requisite corporate
         action, (ii) does not require the consent or approval of any
         governmental or regulatory body or agency, and (iii) will not (A)
         violate (1) any provision of law, statute, rule or regulation or its
         certificate of incorporation or bylaws, (2) any order of any court or
         any rule, regulation or order of any other agency or government binding
         upon it, or (3) 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, the
         Subordinated Note and Warrant Purchase Agreement dated as of July 23,
         1998 in the principal amount of $30,000,000 for 11.28% Senior
         Subordinated Notes due July 23, 2006 and Common Stock Purchase
         Warrants, 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 (iii)(A)(3) of this
         Section 4(c).

         6. 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:

                  (a) Pay to Bank all accrued fees and expenses incurred by
         Bank's advisors with respect to the Events of Default under the Loan
         Documents accruing since April 20, 2000, specifically being $71,346.14
         to Bank to reimburse it for such amounts due Munsch Hardt



SECOND AMENDMENT TO FORBEARANCE AND EXTENSION AGREEMENT - Page 2

<PAGE>   3

         Kopf & Harr, P.C. and E&Y Restructuring, L.L.C. Such $71,346.14 shall
         be payable upon execution of this Amendment;

                  (b) Obligors shall pay Bank the Forbearance Fee (herein so
         called) of $100,000.00 which was due but not paid under a prior
         forbearance and an additional forbearance fee for the forbearance
         provided hereunder of $50,000.00, which fee shall be due on or before
         July 31, 2000;

                  (c) executed counterparts of this Amendment, duly executed by
         the Obligors and the Bank, shall have been delivered to the Bank;

                  (d) Obligors shall execute and deliver to Bank a Full Release
         and Covenant Not to Sue (the "RELEASE") in the form of ANNEX 1 attached
         hereto;

                  (f) Obligors shall cause their counsel, Fuqua & Keim, L.L.P.,
         to deliver to them an opinion upon which Bank can rely opining as to
         the enforceability of this Amendment and the Release together with all
         documents and agreements executed in connection therewith in the form
         of ANNEX 2;

                  (g) Obligors shall provide on or before July 13, 2000, July
         20, 2000 and July 27, 2000 a rolling forecast of twelve week cash
         requirements for the next twelve weeks; and

                  (h) the representations and warranties of the Obligors set
         forth in Section 5 hereof are true and correct on and with respect to
         the date hereof.

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

         7. Payment of Expenses. The Obligors agree, whether or not the
transactions hereby contemplated shall be consummated, to reimburse and save the
Bank 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,
including, without limitation, the reasonable fees and expenses of any local or
other counsel for Bank, 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
Forbearance and Extension Agreement, the Loan Agreement and the other Loan
Documents. The provisions of this Section shall survive the termination of the
Forbearance and Extension Agreement and the repayment of the Loans.

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



SECOND AMENDMENT TO FORBEARANCE AND EXTENSION AGREEMENT - Page 3

<PAGE>   4

         9. 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.

         10. 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 respect to the subject matter
hereof.

         11. 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 Obligors and the Bank.

         12. Amended Definitions. As used in the Forbearance Agreement
(including all annexes thereto) and all other instruments and documents executed
in connection therewith, on and subsequent to the Amendment Effective Date, the
term "Agreement" shall mean the Forbearance Agreement as amended by this
Amendment.

         This Amendment is executed effective as of the date referenced above by
duly authorized representatives of each of the entities signatory hereto.

                                        BANK:

                                        COMERICA BANK-TEXAS,
                                        a Texas banking association


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



SECOND AMENDMENT TO FORBEARANCE AND EXTENSION AGREEMENT - Page 4

<PAGE>   5

                                        OBLIGORS:

                                        BOOTS & COOTS INTERNATIONAL WELL
                                        CONTROL, INC., a Delaware corporation


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

                                        ABASCO, INC.,
                                        a Texas corporation


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

                                        BAYLOR COMPANY,
                                        a Texas corporation


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

                                        BAYLOR COMPANY LIMITED,
                                        a company organized under the laws of
                                        England and Wales


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

                                        BAYLOR CONTROLS, INC.,
                                        a Texas corporation


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



SECOND AMENDMENT TO FORBEARANCE AND EXTENSION AGREEMENT - Page 5

<PAGE>   6

                                        BAYLOR ELECTRONICS, INC.,
                                        a Texas corporation


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

                                        BOOTS & COOTS/IWC DE VENEZUELA, S.A.,
                                        a company organized under the laws of
                                        Venezuela


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

                                        BOOTS & COOTS OVERSEAS, LTD.,
                                        a company organized under the laws of
                                        the British Virgin Islands


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

                                        BOOTS & COOTS SPECIAL SERVICES, INC.,
                                        a Texas corporation


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

                                        ELMAGCO, INC.,
                                        a Delaware corporation


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




SECOND AMENDMENT TO FORBEARANCE AND EXTENSION AGREEMENT - Page 6

<PAGE>   7

                                        HELL FIGHTERS, INC.,
                                        a Texas corporation


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

                                        INTERNATIONAL TOOL & SUPPLY DE VENEZUELA
                                        S.A., a company organized under the laws
                                        of Venezuela


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

                                        INTERNATIONAL TOOL & SUPPLY PERU,
                                        a company organized under the laws of
                                        Peru


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

                                        INTERNATIONAL TOOL & SUPPLY UK,
                                        a company organized under the laws of
                                        England and Wales


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

                                        INTERNATIONAL WELL CONTROL SERVICES,
                                        LTD., a company organized under the laws
                                        of the Cayman Islands


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



SECOND AMENDMENT TO FORBEARANCE AND EXTENSION AGREEMENT - Page 7

<PAGE>   8

                                        IWC ENGINEERING, INC.,
                                        a Texas corporation


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

                                        IWC SERVICES, INC.,
                                        a Texas corporation


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

                                        SCHOTTEL, INC.,
                                        a Delaware corporation



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




SECOND AMENDMENT TO FORBEARANCE AND EXTENSION AGREEMENT - Page 8

<PAGE>   9

                                     ANNEX 1

                         RELEASE AND COVENANT NOT TO SUE


<PAGE>   10



                                     ANNEX 2

                               OPINION OF COUNSEL