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              CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES

                                   RELATING TO

             SERIES C CUMULATIVE CONVERTIBLE JUNIOR PREFERRED STOCK

         Boots & Coots International Well Control, Inc., a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), DOES HEREBY CERTIFY:

         FIRST: That the Board of Directors of said Corporation effective the
30th day of May, 2000, adopted the following resolution:

         RESOLVED, that out of the Corporation's 5,000,000 authorized shares of
preferred stock, par value $0.00001 per share ("Preferred Stock"), there shall
be a series of Preferred Stock designated and known as "Series C Cumulative
Convertible Junior Preferred Stock" consisting of 50,000 shares ("Series C
Stock") with an aggregate face value of $5,000,000 ($100 per share); which shall
have the following relative rights, preferences, voting powers, qualifications
and privileges:

         1. Voting.

         1A. General Voting Rights. Except as may be otherwise provided in
subparagraph 1B, the terms of the Series C Stock or by law, the Series C Stock
shall be entitled to notice of all stockholders' meetings in accordance with the
Corporation's By-laws, and the holders of the Series C Stock Stock shall be
entitled to vote on all matters submitted to the stockholders for a vote,
excluding the election of directors as to which such shares shall not be
entitled to any vote, together with the holders of the common stock, $0.00001
par value per share, of the Corporation ("Common Stock"), voting together as a
single class with each share of Common Stock. Each share of Series C Stock shall
be entitled to one vote for each share of Common Stock into which the Series C
Stock is convertible as of the record date for such vote or, if no record date
is specified, as of the date of such vote. The record date or, if no record date
is specified, the date of such vote, shall be the date used for the
determination of the number of shares of Common Stock into which the Series C
Stock is convertible for the purposes of such vote, such determination to be
otherwise made in accordance with subparagraph 4B hereof.

         1B. Separate Voting Rights. In addition to the general voting rights
set forth in subparagraph 1A, but subject to the qualifications hereinafter set
forth, the holders of the Series C Stock shall have the right to vote,
separately as a single class, at a meeting of the holders of the Series C Stock
or by such holders' written consent or at any annual or special meeting of the
stockholders of the Corporation on any of the following matters: (i) the
creation, authorization, or issuance of any class or series of shares ranking on
an parity with or senior to the Series C Stock with respect to dividends or upon
the liquidation, dissolution, or winding up of the Corporation, and (ii) any
agreement or other corporate action which would adversely affect the powers,
rights, or preferences of the holders of the Series C Stock. A majority of the
shares of Series C Stock, represented in person or by proxy, shall constitute a
quorum at any meeting of the holders of the Series C Stock. Action may be taken
at any meeting of the Series C Stock holders at which a quorum is present by the
holders of a majority of the shares of Series C Stock


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represented at such meeting in person or by proxy. The holders of Series C Stock
may take action, in lieu of a meeting, by a written consent signed by the
holders of such number of shares of Series C Stock as is required to approve
such action at any meeting of the holders of Series C Stock.

         2. Dividends.

         2A. Cumulative Dividends. The holders of record of the Series C Stock
shall be entitled to receive cumulative dividends at a rate of ten percent (10%)
per annum on the face value ($100 per share) denominated thereon (subject to
adjustment for stock splits, stock dividends, reorganization, reclassification
or similar events) (the "Adjusted Face Value"). At the discretion of the
Corporation, any and all dividends, when paid, shall be payable in additional
shares of Series C Stock in lieu of cash. On and after the first Dividend
Payment Date which is eighteen months after the date of issuance of the Series C
Stock, any holder of the Series C Stock may elect to have dividends paid in
cash. The Series C Stock shall bear a new dividend rate of fifteen percent (15%)
per annum on the Adjusted Face Value if the Series C Stock is not convertible
into Common Stock within six months after the issuance of the Series C Stock
because the Corporation does not at such future date have available sufficient
shares of Common Stock necessary to fulfill the conversion requests of the
holders of Series C Stock.

         2B. Payment. Dividends on shares of Series C Stock that have not been
redeemed or converted shall be payable quarterly in arrears, when and as
declared by the Board, commencing on September 30, 2000, and continuing on each
December 31, March 31, June 30 and September 30, or the next business day if
such date falls on a Saturday, Sunday, or legal holiday (each such date being
hereinafter referred to as a "Dividend Payment Date"), of each year to holders
of record as they appear on the records of the Corporation on any record date
not exceeding sixty (60) days preceding such Dividend Payment Date. Dividends in
arrears may be declared by the Board and paid at any time out of funds legally
available therefor, without reference to any regular Dividend Payment Date, to
holders of record on any record date, not exceeding sixty (60) days preceding
the payment date thereof, as may be fixed by the Board.

         2C. Default in Payment. Dividends on the Series C Stock shall commence
to accrue and shall be cumulative from and after the date of initial issuance
thereof, whether or not declared by the Board. To the extent that dividends
remain unpaid after the applicable Dividend Payment Date, they shall accrue
interest at a rate of six and one quarter percent (6.25%) per annum until paid
and shall be a continuing obligation of the Corporation. Cash dividends paid on
the shares of Series C Stock in an amount less than the total amount of
dividends at the time accrued and payable on such shares shall be allocated pro
rata on a share-by-share basis among all such shares at the time outstanding.

         2D. Dividends on Common or Junior Stock. No dividend or distribution
(other than a dividend or distribution paid in Common Stock or in any other
Junior Stock (as defined below)) shall be declared or paid or set aside for
payment on the Common Stock or on any other Junior Stock, nor shall any Common
Stock or any other Junior Stock be redeemed, purchased or otherwise acquired for
any consideration (or any moneys be paid to or made available for a sinking fund
for the redemption of any shares of any such stock) by the Corporation (except
by conversion into or exchange for shares of Common Stock or other Junior Stock)
unless, in each


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case, full cumulative dividends on all outstanding shares of the Series C Stock
shall have been declared and paid through and including the most recent Dividend
Payment Date.

         2E. Dividends on Senior Stock. The Corporation shall be entitled to
declare and distribute, at any time, a dividend (including, but not limited to,
a dividend or distribution paid in Common Stock or in any other Junior Stock,
Parity Stock, or Senior Stock, as the terms are defined below) on any Senior
Stock of the Corporation, and the Corporation shall be entitled to redeem,
acquire, or purchase, at any time, the Corporation's Senior Stock.

         "Junior Stock" shall mean the Common Stock, the Series B Convertible
Preferred Stock, and all other equity securities of the Corporation over which
the Series C Stock has preference or priority in the payment of dividends, in
the distribution of assets, upon redemption and upon dissolution, liquidation or
winding up, voluntary or involuntary, of the Corporation.

         "Parity Stock" shall mean the 10% Junior Redeemable Convertible
Preferred Stock of the Corporation and any other stock or class of stock, the
holders of which shall be entitled to the receipt of dividends or of amounts
distributable upon redemption or upon dissolution, liquidation or winding up of
the Corporation, whether voluntary or involuntary, in proportion to their
respective dividend rates or liquidation prices or values, without preference or
priority, one over the other, as between the holders of such stock or class of
stock and the holders of shares of the Series C Stock.

         "Senior Stock" shall mean the Series A Cumulative Senior Preferred
Stock of the Corporation and any other stock or class of stock the holders of
which shall be entitled to the receipt of dividends or of amounts distributable
upon redemption or upon dissolution, liquidation or winding up of the
Corporation, voluntary or involuntary, as the case may be, in preference or
priority to the holders of shares of the Series C Stock.

         3. Liquidation. Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, before any distribution or
payment is made with respect to any Junior Stock, holders of each share of
Series C Stock shall be entitled to be paid an amount equal to the face value
denominated thereon (subject to adjustment for stock splits, stock dividends,
reorganizations, reclassification or other similar events) (the "Adjusted Face
Value") plus, in the case of each share, an amount equal to all dividends
accrued or declared but unpaid thereon, computed to the date payment thereof is
made available, and the holders of Series C Stock shall not be entitled to any
further payment, such amount payable with respect to Series C Stock being
sometimes referred to as the "Liquidation Payments". If upon such liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
the assets to be distributed among the holders of Series C Stock, and any and
all Parity Stock, after distribution on any Senior Stock, shall be insufficient
to permit payment to the holders of Series C Stock of the amount distributable
to such parties, then the entire assets of the Corporation available to be so
distributed, if any, shall be distributed among the holders of the Series C
Stock and the holders of any and all Parity Stock pro rata so that the amount of
assets distributed with respect to the Series C Stock and the Parity Stock shall
bear to each other the same ratio that liquidation payments due per share of
Series C Stock and Parity Stock bear to each other. Upon any such liquidation,
dissolution or winding up of the Corporation, after the holders of Series C
Stock and any Parity Stock shall have been paid in full the entire Liquidation
Payments to which they shall be entitled, the remaining net assets of the
Corporation may be distributed to the holders of Junior Stock.


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Written notice of such liquidation, dissolution or winding up, stating a payment
date, the amount of the Liquidation Payments and the place where said
Liquidation Payments shall be payable, shall be delivered in person, mailed by
certified or registered mail, return receipt requested, or sent by reputable
overnight courier service, not less than 20 days prior to the payment date
stated therein, to the holders of record of Series C Stock entitled to such
Liquidation Payments, such notice to be addressed to each such holder at its
address as shown by the records of the Corporation. The consolidation or merger
of the Corporation into or with any other entity or entities which results in
the exchange of outstanding shares of the Corporation for securities or other
consideration issued or paid or caused to be issued or paid by any such entity
or affiliate thereof (other than a merger to reincorporate the Corporation in a
different jurisdiction), and the sale, lease, abandonment, transfer or other
disposition by the Corporation of all or substantially all its assets, shall be
deemed to be a liquidation, dissolution or winding of the Corporation within the
meaning of the provisions of this paragraph 3 ("Deemed Liquidation").

         4. Conversion.

         4A. Optional Conversion. Immediately following the date upon which the
Corporation has had a shareholders meeting at which the number of authorized
shares of Common Stock of the Corporation has been increased (and a certificate
of amendment to such effect has been filed with the Delaware Secretary of
State), the shares of Series C Stock and all accrued but unpaid dividends owing
thereon through the date of conversion shall be convertible, at the option of
the holder, into shares of Common Stock. In the event of a conversion, the
number of shares of Common Stock to be issued on account of each share of Series
C Stock shall be determined by dividing (i) the Adjusted Face Value plus the
amount of any accrued but unpaid dividends thereon by (ii) $0.75 (the "Per Share
Conversion Price"). The Per Share Conversion Price shall be adjusted similarly
to the face value for stock splits, stock dividends, reorganization,
reclassification or similar events in a manner that maintains ratio of the
Adjusted Face Value to the Per Share Conversion Price as of the date of issuance
of the Series C Stock.

         4B. Mechanics of Conversion. To effect a conversion of shares of Series
C Stock, the holder of the shares of Series C Stock shall give written notice to
the Corporation of its intention to convert such shares and the date upon which
such conversion is to occur. Such notice shall also state the date, place and
time at which the holder of the shares of Series C Stock to be converted is to
tender the shares of Series C Stock being converted into the shares of Common
Stock to be delivered at such time by the Corporation. On the date set forth in
such notice, the shares of Series C Stock to be converted shall no longer be
outstanding and shall thereafter represent only the right to receive the shares
of Common Stock issuable upon the conversion thereof. The shares of Common Stock
issued upon such conversion shall bear a restrictive legend substantially as
follows:

         THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
         ANY STATE. SUCH SHARES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN
         EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
         SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE
         REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS AND THE DELIVERY TO
         THE COMPANY OF A


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         WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT
         SUCH REGISTRATION IS NOT REQUIRED.

         4C. Fractional Shares, Dividends. No fractional shares shall be issued
upon conversion of Series C Stock into Common Stock. If any fractional share of
Common Stock would, except for the provisions of the first sentence of this
subparagraph 4C, be delivered upon such conversion, the Corporation, in lieu of
delivering such fractional share, shall pay to the holder of the Series C Stock
being converted an amount in cash equal to the Fair Market Value applicable to
such fraction of a share. No holder of Series C Stock, upon conversion, shall be
entitled to receive any payments or adjustments to the number of shares of
Common Stock to be received upon conversion for any dividends declared on the
Common Stock prior to the date of such conversion effected under this
paragraph 4.

         For the purposes hereof, the "Fair Market Value" of a share of Common
Stock shall be the last reported sale price of a share of Common Stock on any
national securities exchange or, if not listed on any such exchange, the average
of the bid and asked prices of such share as reported by the National
Association of Securities Dealers Automated Quotation System ("NASDAQ") or the
Over-the-Counter Bulletin Board ("OTC BB") or a comparable agency; or, if no
such reports are rendered by the NASDAQ, OTC BB or a comparable agency, the fair
market value per share as determined in good faith by the Board of Directors of
the Corporation.

         4D. Reorganization or Reclassification. If any capital reorganization
or reclassification of the capital stock of the Corporation shall be effected in
such a way that holders of Common Stock shall be entitled to receive stock,
securities or assets with respect to or in exchange for Common Stock, then, as a
condition of such reorganization or reclassification, lawful and adequate
provisions shall be made whereby each holder of a share or shares of Series C
Stock shall thereupon have the right to receive, upon the basis and upon the
terms and conditions specified herein and in lieu of the shares of Common Stock
immediately theretofore receivable upon the conversion of such share or shares
of Series C Stock, such shares of stock, securities or assets as may be issued
or payable with respect to or in exchange for a number of outstanding shares of
such Common Stock equal to the number of shares of such Common Stock immediately
theretofore receivable upon such conversion had such reorganization or
reclassification not taken place, and in any such case appropriate provisions
shall be made with respect to the rights and interests of such holder to the end
that the provisions hereof shall thereafter be applicable, as nearly as may be,
in relation to any shares of stock, securities or assets thereafter deliverable
upon conversion.

         4E. Other Notices. In case at any time:

         (i) the Corporation shall declare any dividend upon any Junior Stock or
Parity Stock payable in cash or stock or make any other distribution to the
holders of any Junior Stock or Parity Stock;

         (ii) the Corporation shall offer for subscription pro rata to the
holders of any Junior Stock or Parity Stock any additional shares of stock of
any class or other rights;

         (iii) there shall be any capital reorganization or reclassification of
the capital stock of the Corporation, or a consolidation or merger of the
Corporation with or into another entity or


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entities, or a sale, lease, abandonment, transfer or other disposition of all or
substantially all its assets; or

         (iv) there shall be a voluntary or involuntary dissolution, liquidation
or winding up of the Corporation;

then, in any one or more of said cases, the Corporation shall give, by delivery
in person, certified or registered mail, return receipt requested and postage
prepaid, or by reputable overnight courier service, charges prepaid, addressed
to each holder of shares of Series C Stock at the address of such holder as
shown on the books of the Corporation, (a) at least 20 days' prior written
notice of the date on which the books of the Corporation shall close or a record
shall be taken for such dividend, distribution or subscription rights or for
determining rights to vote in respect of any such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding up and (b) in the case of any such reorganization, reclassification,
consolidation, merger, disposition, dissolution, liquidation or winding up, at
least 20 days' prior written notice of the date when the same shall take place.
Such notice in accordance with the foregoing clause (a) shall also specify, in
the case of any such dividend, distribution or subscription rights, the date on
which the holders of Common Stock shall be entitled thereto and such notice in
accordance with the foregoing clause (b) shall also specify the date on which
the holders of Common Stock shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding up, as the case may be.

         4F. No Reservation of Shares of Common Stock. The holders of Series C
Stock specifically acknowledge that no reservation of shares of Common Stock
shall be made prior to the time that the Corporation has a shareholders meeting
at which the authorized shares of Common Stock are increased (and a certificate
of amendment to such effect has been filed with the Delaware Secretary of State)
and that they have no claim or right to any such shares prior to such time.

         4G. No Reissuance of Series C Stock. Shares of Series C Stock which are
converted into shares of Common Stock as provided herein shall not be reissued.

         4H. Issue Tax. The issuance of certificates for shares of Common Stock
upon conversion of Series C Stock shall be made without charge to the holders
thereof for any issuance tax in respect thereof, provided that the Corporation
shall not be required to pay any tax which may be payable in respect of any
transfer involved in the issuance and delivery of any certificate in a name
other than that of the holder of the Series C Stock which is being converted.

         4I. Closing of Books. The Corporation will at no time close its
transfer books against the transfer of any Series C Stock or of any shares of
Common Stock issued or issuable upon the conversion of any shares of Series C
Stock in any manner which interferes with the timely conversion of such Series C
Stock, except as may otherwise be required to comply with applicable securities
laws.

         4J. Conversion Period. Shares of Series C Stock may be converted at any
time up to the close of business on that date, if any, fixed for the redemption
of such shares following the


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election of the holder to convert such shares in accordance with the
requirements and pursuant to the terms hereof

         4K. Definition of Common Stock. As used herein, the term "Common Stock"
shall mean and include the Corporation's authorized Common Stock, par value
$0.00001 per share, as constituted on the date of filing of these terms of the
Series C Stock, and shall also include any capital stock of any class of the
Corporation thereafter authorized which shall not be limited to a fixed sum or
percentage in respect of the rights of the holders thereof to participate in
dividends or in the distribution of assets upon the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation; provided that the
shares of Common Stock receivable upon conversion of shares of Series C Stock
shall include only shares designated as Common Stock of the Corporation on the
date of filing of this instrument, or in case of any reorganization or
reclassification of the outstanding shares thereof, the stock, securities or
assets provided for in subparagraph 4D hereof

         5. Redemption.

         5A. Optional Redemption. The Corporation may, at its option, at any
time commencing two (2) years after the initial date of issuance of the Series C
Stock, redeem all or any portion of the outstanding shares of Series C Stock.

         5B. Redemption Price and Payment. The Series C Stock to be redeemed on
the Redemption Date (as defined in paragraph 5C hereof) shall be redeemed by
paying for each share an amount equal to the Adjusted Face Value, plus an amount
equal to all dividends accrued or declared but unpaid thereon (the "Redemption
Price"), computed to the Redemption Date. Such payment shall be made in full on
the Redemption Date to the holders entitled thereto.

         5C. Redemption Mechanics. The Corporation must give the holder(s) of
the Series C Stock at least thirty (30) days prior written notice (the
"Redemption Notice") of such redemption. The Redemption Notice will be sent to
the holder(s) of Series C Stock at the address indicated of record on the
Corporation's stockholders' list and will indicate (a) the number of shares of
Series C Stock held by such holder or holders, (b) the number of shares being
redeemed by the Corporation, and (c) the date on which such redemption shall
take place (such date being referred to herein as the "Redemption Date"), which
date shall not be fewer than thirty (30) days from the date the applicable
Redemption Notice is delivered from the Corporation by delivery in person,
certified or registered mail, return receipt requested, postage prepaid or by
reputable overnight courier service, charges prepaid to the holder. From and
after the close of business on the Redemption Date, unless there shall have been
a default in the payment of the Redemption Price, all rights of holders of
shares of Series C Stock being redeemed (except the right to receive the
Redemption Price) shall cease with respect to such shares, and such shares shall
not thereafter be transferred on the books of the Corporation or be deemed to be
outstanding for any purpose whatsoever.

         5D. Redeemed or Otherwise Acquired Shares to be Retired. Any shares of
Series C Stock redeemed pursuant to this paragraph 5 or otherwise acquired by
the Corporation in any manner whatsoever shall be canceled and shall not under
any circumstances be reissued; and the Corporation may from time to time take
such appropriate corporate action as may be necessary to reduce accordingly the
number of authorized shares of Series C Stock.


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         5E. Priority of Redemption. Except for currently outstanding shares of
the Company's 10% Junior Redeemable Convertible Preferred Stock (the "Redeemable
Stock"), which the Corporation shall be permitted to redeem in accordance with
the terms thereof prior to the Series C Stock, the Series C Stock shall have
priority over shares of all Junior Stock, including but not limited to Common
Stock, with respect to the rights of redemption set forth in this paragraph 5.
In the event the Corporation has insufficient funds to redeem all of the Series
C Stock at the then applicable Redemption Price, the Corporation shall not be
permitted to redeem shares of Junior Stock until such time as the Corporation
has redeemed all of the issued and outstanding Series C Stock.

         5F. Surrender of Certificates. Each holder of shares of Series C Stock
to be redeemed shall surrender the certificate(s) representing such shares to
the Corporation at the principal offices of the Corporation or such other place
as the Corporation may designate in writing on the Redemption Date and upon the
payment of the full Redemption Price for such shares as set forth in this
Paragraph 5 to the order of the person whose name appears on such
certificate(s), each surrendered certificate shall be canceled and retired. In
the event some but not all of the shares of Series C Stock represented by a
certificate(s) surrendered by a holder are being redeemed, the Corporation shall
execute and deliver to or on the order of the holder, at the expense of the
Corporation, a new certificate representing the number of shares of Series C
Stock which were not redeemed.

         6. Restrictions and Limitations. For so long as any shares of Series C
Stock remain outstanding, and subject to the right of holders of Series C Stock
to vote on certain matters separately as a class pursuant to paragraph 1B
hereof, the Corporation shall not, without the approval of the holders of at
least a majority of the then outstanding shares of Series C Stock:

                  (i) redeem, purchase or otherwise acquire for value (or pay
into or set aside a sinking fund for such purpose) any shares of Junior Stock,
including without limitation, shares of Common Stock, but excluding shares of
the Corporation's Redeemable Stock;

                  (ii) amend, repeal or change any provision of, or add any
provision to, this  Designation of Preferences;

                  (iii) amend, repeal or change any provision of the
Corporation's Restated and Amended Certificate of Incorporation or By-laws if
such action would materially adversely impact the Series C Stock or the
designation, powers, preferences and rights and the qualifications, limitations
and/or restrictions thereof provided for herein;

                  (iv) permit any significant subsidiary to issue capital stock
to any person other than the Corporation or a wholly owned subsidiary (other
than as nominee for the Corporation or a wholly-owned subsidiary of the
Corporation to comply with applicable law);

                  (v) authorize, designate, issue, and sell shares of preferred
stock with powers, rights, and preferences prior or senior to or on a parity
with any powers, rights, and preferences of the Series C Stock; or


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                  (vi) issue any Common Stock or warrants or options to purchase
Common Stock to employees, officers or directors exceeding in the aggregate five
percent (5%) of the aggregate amount of Common Stock and warrants and options to
purchase Common Stock outstanding on the date hereof, excluding any such
issuances pursuant to the Corporation's current plans providing for the issuance
of Common Stock or warrants or options to purchase Common Stock to employees,
officers and directors and such subsequently adopted plans as may be approved by
the holders of the Series C Stock.

         7. Additional Rights, Demand and Piggyback Registration Rights. The
Series C Stock is also entitled to the rights and benefits, including without
limitation certain demand and piggyback registration rights, set forth in the
Preferred Stock Purchase Agreement entered into by and between the Corporation
and each holder of the Series C Stock.

         SECOND: That the aforesaid resolution was duly adopted in accordance
with the applicable provisions of the General Corporation Law of the State of
Delaware.

         IN WITNESS WHEREOF, said Corporation has caused this Designation of
Preferences to be signed by Larry H. Ramming, its Chief Executive Officer, and
attested by Thomas L. Easley, its Secretary, this the 30' day of May 2000, and
by execution hereof does declare and certify that this is the act and deed of
the Corporation and the facts herein stated are true.



                                       -----------------------------------------
                                       Larry H. Ramming, Chief Executive Officer



                                       -----------------------------------------
                                       Brian Krause, Assistant Secretary


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