<PAGE>   1
             FIRST AMENDMENT TO FORBEARANCE AND EXTENSION AGREEMENT


      This First Amendment to Forbearance and Extension Agreement (the
"AMENDMENT") by and among the undersigned entities identified as Bank and
Obligors is entered into effective this 15th 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 (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) June 30, 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 May 31, 2000 to the earlier of June 30, 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.


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


FIRST AMENDMENT TO FORBEARANCE AND EXTENSION AGREEMENT - Page 2
<PAGE>   3


            (b) 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;

            (c) Obligors shall execute and deliver to Bank a Sixth Amendment to
      Loan Agreement in the form of ANNEX 2 attached hereto;

            (d) 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, the Sixth Amendment to Loan Agreement of even date herewith and
      the Release together with all documents and agreements executed in
      connection therewith in the form of ANNEX 3;

            (e) Obligors shall provide on or before June 15, 2000, June 22, 2000
      and June 29, 2000 a rolling forecast of twelve week cash requirements for
      the next twelve weeks; and

            (f) 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; and

      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.

      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.


FIRST AMENDMENT TO FORBEARANCE AND EXTENSION AGREEMENT - Page 3
<PAGE>   4


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


FIRST 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:
                                            ------------------------------------


FIRST 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:
                                        ----------------------------------------


FIRST 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:
                                        ----------------------------------------


FIRST 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:
                                             -----------------------------------


FIRST AMENDMENT TO FORBEARANCE AND EXTENSION AGREEMENT - Page 8
<PAGE>   9


                                     ANNEX 1

                         RELEASE AND COVENANT NOT TO SUE


<PAGE>   10


                                     ANNEX 2

                                 SIXTH AMENDMENT


<PAGE>   11


                                     ANNEX 3

                               OPINION OF COUNSEL