<PAGE>   1
                        FIFTH AMENDMENT TO LOAN AGREEMENT

     THIS FIFTH AMENDMENT TO LOAN AGREEMENT ("Amendment") dated effective as of
May 31, 2000 (the "Amendment Effective Date") is made and entered into by and
among BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC., a Delaware corporation
(the "Borrower"), the financial institutions (each, together with its successors
and assigns, a "Lender" and collectively, the "Lenders") from time to time a
party to the Loan Agreement (as hereinafter defined), and COMERICA BANK-TEXAS, a
Texas banking association, as agent for the Lenders (in such capacity, together
with its successors in such capacity, the "Agent").

                                    RECITALS:

     WHEREAS, the Borrower, the Lenders, and the Agent are parties to a Loan
Agreement dated as of October 28, 1998, as amended by the First Amendment to
Loan Agreement dated as of March 31, 1999, Second Amendment to Loan Agreement
dated as of May 15, 1999, Third Amendment to Loan Agreement dated as of April
21, 2000 and Fourth Amendment to Loan Agreement dated as of May 31, 2000 (as
amended, the "Loan Agreement"); and

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

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

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

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

     (a) The definitions of "Overadvance Borrowing Base" and "Participation
Amount" set forth in Section 1.1 of the Loan Agreement are hereby amended to
read in their entirety as follows:

          Overadvance Borrowing Base means the Borrowing Base plus the
     Participation Amount; provided, however, from and after the Amendment
     Effective Date of the Fifth Amendment to Loan Agreement through and
     including June 15, 2000 there shall be added to the Overadvance Borrowing
     Base $500,000.00.

          Participation Amount means, the sum of all amounts advanced to a
     Lender by any Participant of such Lender if received in immediately
     available funds by 11:00 a.m. on such day or, if received in immediately
     available funds after 11a.m. on any given day, on the next day, in an
     aggregate amount not to exceed $8,000,000.00.

     Section 3. No Reliance by Others. None of the provisions of this Amendment
shall inure to the benefit of Borrower or any other Obligor or any Person other
than Lenders and Agent; consequently, neither Borrower or any other Obligor
shall be, and no Person other than the Lenders and Agent shall be, entitled to
rely upon or raise as a claim or defense, in any manner whatsoever, the failure
of Lenders and Agent to comply with the provisions of this Amendment. Neither
Seller nor Purchaser shall incur any liability to Borrower or any other Obligor
or any other Person for any act or omission of the other.





FIFTH AMENDMENT TO LOAN AGREEMENT - Page 1

<PAGE>   2




     Section 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 Loan Agreement or any of
the other Loan Documents, or (b) except as expressly set forth herein, prejudice
any right or rights which the Lenders may now have or may have in the future
under or in connection with the Loan Agreement, the Loan Documents or any of the
other documents referred to therein. Except as expressly modified hereby or by
express written amendments thereof, the terms and provisions of the Loan
Agreement, the Notes, and any other Loan Documents or any other documents or
instruments executed in connection with any of the foregoing are and shall
remain in full force and effect. In the event of a conflict between this
Amendment and any of the foregoing documents, the terms of this Amendment shall
be controlling. The representations and warranties made in each Loan Document
are true and correct in all material respects on and as of the Amendment
Effective Date.

     Section 5. Representations and Warranties of the Borrower. To induce the
Lenders to execute and deliver this Fifth Amendment (which representations shall
survive the execution and delivery of this Fifth Amendment), the Borrower
represents and warrants to the Lenders that:

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

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

          (c) the execution, delivery and performance by the Borrower of this
     Fifth 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).

     Section 6. Conditions to Effectiveness of This Fifth Amendment. This Fifth
Amendment shall not become effective until, and shall become effective when,
each and every one of the following conditions shall have been satisfied:

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




FIFTH AMENDMENT TO LOAN AGREEMENT - Page 2

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          (b) the Lenders shall have received a copy of the resolutions of the
     Board of Directors of the Borrower authorizing the execution, delivery and
     performance by the Borrower of this Fifth Amendment, certified by its
     Secretary or an Assistant Secretary, in the form annexed hereto as Exhibit
     A;

          (c) Borrower shall execute and deliver to Agent, on behalf of Lenders,
     a Full Release and Covenant Not to Sue in the form of Exhibit B attached
     hereto;

          (e) the representations and warranties of the Borrower set forth in
     Section 5 hereof are true and correct on and with respect to the date
     hereof; and

          (f) the Lenders shall have received the favorable opinion of counsel
     to the Obligors as to the matters set forth in Sections 6.1(a), 6.1(b) and
     6.1(c) hereof, which opinion shall be in form and substance satisfactory to
     the Lenders.

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

     Section 7. Payment of Expenses. The Borrower agrees, whether or not the
transactions hereby contemplated shall be consummated, to reimburse and save the
Agent harmless from and against liability for the payment of all reasonable
substantiated out-of-pocket costs and expenses arising in connection with the
preparation, execution, delivery, amendment, modification, waiver and
enforcement of, or the preservation of any rights under this Amendment,
including, without limitation, the reasonable fees and expenses of any local or
other counsel for Agent, and all stamp taxes (including interest and penalties,
if any), recording taxes and fees, filing taxes and fees, and other charges
which may be payable in respect of, or in respect of any modification of, the
Loan Agreement and the other Loan Documents. The provisions of this Section
shall survive the termination of the Loan Agreement and the repayment of the
Loans.

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

     Section 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.

     Section 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, including, without limitation, any commitment letters regarding the
transactions contemplated by this Amendment.

     Section 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 Borrower and the Agent.

     Section 12. Amended Definitions. As used in the Loan Agreement (including
all Exhibits thereto) and all other instruments and documents executed in
connection therewith, on and subsequent to the Amendment Effective Date the term
(i) "Agreement" shall mean the Loan


FIFTH AMENDMENT TO LOAN AGREEMENT - Page 3


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Agreement as amended by this Amendment, and (ii) references to any and all other
Loan Documents shall mean such documents as amended as contemplated hereby.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


















FIFTH AMENDMENT TO LOAN AGREEMENT - Page 4

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective duly authorized officers as of
the date first above written.

     NOTICE PURSUANT TO TEX. BUS. & COMM. CODE SECTION 26.02

     THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED BY ANY OF THE PARTIES
BEFORE OR SUBSTANTIALLY CONTEMPORANEOUSLY WITH THE EXECUTION HEREOF TOGETHER
CONSTITUTE A WRITTEN LOAN AGREEMENT AND REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.

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


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


                                   COMERICA BANK-TEXAS,
                                   a Texas banking association,
                                   as Agent, Issuer and as a Lender


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

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

                                   ABASCO, INC.,
                                   a Texas corporation


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



FIFTH AMENDMENT TO LOAN AGREEMENT - Page 5

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                               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:
                                     ------------------------------------------


                               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:
                                     ------------------------------------------




FIFTH AMENDMENT TO LOAN AGREEMENT - Page 6

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                              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:
                                    ------------------------------------------


                              HELL FIGHTERS, INC.,
                              a Texas corporation


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





FIFTH AMENDMENT TO LOAN AGREEMENT - Page 7

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                              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:
                                    ------------------------------------------


                              IWC ENGINEERING, INC.,
                              a Texas corporation


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




FIFTH AMENDMENT TO LOAN AGREEMENT - Page 8

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                              IWC SERVICES, INC.,
                              a Texas corporation


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


                              SCHOTTEL, INC.,
                              a Delaware corporation


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



FIFTH AMENDMENT TO LOAN AGREEMENT - Page 9

<PAGE>   10



                                    EXHIBIT A

                               FORM OF RESOLUTIONS


<PAGE>   11


                                    EXHIBIT B

                      FULL RELEASE AND COVENANT NOT TO SUE