<PAGE>   1
===============================================================================


                 PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT


                                     among


                 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.

                                      and

                                 THE PURCHASER
                    IDENTIFIED ON THE SIGNATURE PAGE HERETO




                                   ----------


                             Dated: April 15, 1999


                                   ----------


===============================================================================

<PAGE>   2


                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                                Page

<S>                                                                                                            <C>
ARTICLE 1         DEFINITIONS
         1.1      Definitions.....................................................................................1
         1.2      Accounting Terms; Financial Statements..........................................................5
         1.3      Knowledge of the Company........................................................................5

ARTICLE 2         PURCHASE AND SALE OF PREFERRED STOCK AND WARRANT
         2.1      Purchase and Sale of Preferred Stock and Warrant................................................5
         2.2      Use of Proceeds.................................................................................5
         2.3      Closing.........................................................................................5

ARTICLE 3         REPRESENTATIONS AND WARRANTIES OF THE COMPANY
         3.1      Corporate Existence and Power...................................................................6
         3.2      Authorization; No Contravention.................................................................6
         3.3      Governmental Authorization; Third Party Consents................................................6
         3.4      Binding Effect..................................................................................6
         3.5      Litigation......................................................................................7
         3.6      Compliance with Laws............................................................................7
         3.7      Capitalization..................................................................................7
         3.8      No Default or Breach; Contractual Obligations...................................................8
         3.9      Financial Statements............................................................................8
         3.10     Taxes...........................................................................................8
         3.11     No Material Adverse Change; Ordinary Course of Business.........................................8
         3.12     Investment Company..............................................................................9
         3.13     Private Offering................................................................................9
         3.14     Labor Relations.................................................................................9
         3.15     Employee Benefit Plans..........................................................................9
         3.16     Title to Assets.................................................................................9
         3.17     Liabilities.....................................................................................9
         3.18     Insurance......................................................................................10
         3.19     Environmental Matters..........................................................................10
         3.20     Broker's, Finder's or Similar Fees.............................................................10

ARTICLE 4         REPRESENTATIONS AND WARRANTIES OF PURCHASER
         4.1      Existence and Power............................................................................10
         4.2      Authorization; No Contravention................................................................10
         4.3      Governmental Authorization; Third Party Consents...............................................11
         4.4      Binding Effect.................................................................................11
         4.5      Purchase for Own Account.......................................................................11
         4.6      Restricted Securities..........................................................................11
         4.7      Accredited Investor Status.....................................................................12
         4.8      Source of Funds................................................................................12
         4.9      Litigation.....................................................................................12
</TABLE>


                                       i
<PAGE>   3

<TABLE>

<S>                                                                                                             <C>
         4.10     Broker's, Finder's or Similar Fees.............................................................12

ARTICLE 5         CONDITIONS TO THE OBLIGATION OF PURCHASER TO CLOSE
         5.1      Representations and Warranties.................................................................12
         5.2      Compliance with this Agreement.................................................................12
         5.3      Secretary's Certificate........................................................................13
         5.4      Officer's Certificate..........................................................................13
         5.5      Documents......................................................................................13
         5.6      Filing of Certificate of Designations..........................................................13
         5.7      Purchased Shares...............................................................................13
         5.9      Participation Rights Agreement.................................................................13
         5.10     Registration Rights Agreement..................................................................13
         5.11     Letter Agreement...............................................................................13
         5.12     Opinion of Counsel.............................................................................14
         5.13     Consents and Approvals.........................................................................14
         5.14     No Material Judgment or Order..................................................................14
         5.15     No Litigation..................................................................................14
         5.16     No Material Adverse Change.....................................................................14

ARTICLE 6         CONDITIONS TO THE OBLIGATION OF THE COMPANY TO CLOSE
         6.1      Representations and Warranties.................................................................14
         6.2      Compliance with this Agreement.................................................................14
         6.3      Certificates...................................................................................14
         6.4      Payment of Purchase Price......................................................................15
         6.5      Participation Rights Agreement.................................................................15
         6.6      Registration Agreement.........................................................................15
         6.7      Letter Agreement...............................................................................15
         6.8      Consents and Approvals.........................................................................15
         6.9      No Material Judgment or Order..................................................................15
         6.10     No Litigation..................................................................................15

ARTICLE 7         INDEMNIFICATION
         7.1      Company Indemnification........................................................................16
         7.2      Purchaser Indemnification......................................................................16
         7.3      Notification...................................................................................17
         7.4      Limitation on Indemnification..................................................................18

ARTICLE 8         POST CLOSING COVENANTS
         8.1      Redemption of Junior Preferred Stock...........................................................18

ARTICLE 9         TERMINATION OF AGREEMENT
         9.1      Termination....................................................................................18
         9.2      Survival.......................................................................................18

ARTICLE 10        MISCELLANEOUS
         10.1     Survival of Representations and Warranties.....................................................19
</TABLE>


                                      ii

<PAGE>   4
<TABLE>

<S>                                                                                                             <C>
         10.2     Notices........................................................................................19
         10.3     Successors and Assigns; Third Party Beneficiaries..............................................19
         10.4     Amendment and Waiver...........................................................................19
         10.5     Counterparts...................................................................................19
         10.6     Headings.......................................................................................19
         10.7     GOVERNING LAW..................................................................................20
         10.8     JURISDICTION; VENUE............................................................................20
         10.9     Severability...................................................................................20
         10.10    Rules of Construction..........................................................................20
         10.11    Entire Agreement...............................................................................20
         10.12    Fees...........................................................................................20
         10.13    Confidentiality................................................................................20
         10.14    Trade Secrets..................................................................................21
         10.15    Further Assurances.............................................................................22
         10.16    Company Information............................................................................22
</TABLE>


                                      iii
<PAGE>   5


                                    EXHIBITS

A-1               Restated Certificate of Incorporation
A-2               Bylaws
B                 Form of Certificate of Designations of Series A Stock
C                 Form of Participation Rights Agreement
D                 Form of Registration Rights Agreement
E                 Form of Warrant
F                 Form of Letter Agreement



                                     iv
<PAGE>   6

                                   SCHEDULES

2                 Purchased Shares and Purchase Price
3.3               Governmental Authorizations; Third Party Consents
3.5               Litigation
3.7               Outstanding Options of the Company
3.8               Defaults or Breaches of Contractual Obligations
3.10              Taxes
3.11              Transactions Outside the Ordinary Course of Business
3.14              Labor Relations
3.15              Employee Benefit Plans
3.16              Title to Assets of the Company
3.17              Liabilities
3.18              Insurance
3.20              Brokers, Finders or Similar Fees



                                      v
<PAGE>   7
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT, OR AN OPINION OF
COUNSEL, SATISFACTORY TO THE ISSUER HEREOF, TO THE EFFECT THAT REGISTRATION IS
NOT REQUIRED UNDER THE ACT.

                              WARRANT TO PURCHASE
                                COMMON STOCK OF
                 BOOTS & COOTS INTERNATIONAL WELL CONTROL INC.

Date of Issuance: March 20, 2000                              Warrant No. 2000-1

         This certifies that, for value received, BOOTS & COOTS INTERNATIONAL
WELL CONTROL, INC., a Delaware corporation (the "Company"), grants to the
DONALD AND SHELLEY MOOREHEAD TRUST, or registered assigns (the "Registered
Holder"), the right to subscribe for and purchase from the Company, at the
price of $1.25 per share (the "Exercise Price"), from and after 9:00 a.m.,
Houston time, on March 20, 2000 (the "Exercise Commencement Date") and to and
including 5:00 p.m., Houston time on March 19, 2005 (the "Expiration Date"),
FOUR HUNDRED FIFTY THOUSAND (450,000) shares (the "Warrant Shares"), of the
Company's common stock, par value $0.00001 per share (the "Common Stock"),
subject to the provisions and upon the terms and conditions herein set forth.
The Exercise Price and the number of Warrant Shares purchasable upon exercise
of this Warrant are subject to adjustment from time to time as provided in
Section 7 hereof.

         SECTION 1. REGISTRATION. The Company shall register this Warrant, upon
records to be maintained by the Company for that purpose (the "Warrant
Records"), in the name of the Registered Holder. The Company may deem and treat
the Registered Holder as the absolute owner of this Warrant for the purpose of
any exercise hereof or any distribution to the Registered Holder, and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.

         SECTION 2. REGISTRATION OF TRANSFERS AND EXCHANGES.

         (a) Subject to Section 11 hereof, the Company shall register the
transfer of this Warrant, in whole or in part, upon records to be maintained by
the Company for that purpose, upon surrender of this Warrant, with the Form of
Assignment attached hereto completed and duly endorsed by the Registered
Holder, to the Company at the office specified in or pursuant to Section 3(b).
Upon any such registration of transfer, a new Warrant, in substantially the
form of this Warrant, evidencing the Common Stock purchase rights so
transferred shall be issued to the transferee and a new Warrant, in similar
form, evidencing the remaining Common Stock purchase rights not so transferred,
if any, shall be issued to the Registered Holder.

         (b) This Warrant is exchangeable, upon the surrender hereof by the
Registered Holder at the office of the Company specified in or pursuant to
Section 3(b) hereof, for new Warrants, in substantially the form of this
Warrant evidencing, in the aggregate, the right to purchase the number of
Warrant Shares which may then be purchased hereunder, each of such new Warrants
to be dated the date of such exchange and to represent the right to purchase
such number of Warrant Shares as shall be designated by the Registered Holder
at the time of such surrender.


<PAGE>   8

         SECTION 3. DURATION AND EXERCISE OF THIS WARRANT.

         (a) This Warrant shall be exercisable by the Registered Holder, in
whole, or from time to time in part, on any business day before 5:00 p.m.,
Houston time, during the period beginning on the Exercise Commencement Date and
ending on the Expiration Date. At 5:00 p.m., Houston time, on the Expiration
Date, this Warrant, to the extent not previously exercised, shall become void
and of no further force or effect.

         (b) Subject to Sections 4 and 11(a) hereof, upon exercise or surrender
of this Warrant, with the Form of Election to Purchase attached hereto
completed and duly endorsed by the Registered Holder, to the Company at its
office at 777 Post Oak, 8th Floor, Houston Texas 77056, Attention: Chief
Executive Officer, or at such other address as the Company may specify in
writing to the Registered Holder, and upon payment of the Exercise Price
multiplied by up to the number of Warrant Shares then issuable upon exercise of
this Warrant in lawful money of the United States of America (except as
otherwise provided for in Section 3(c) hereof), all as specified by the
Registered Holder in the Form of Election to Purchase, the Company shall
promptly issue and cause to be delivered to or upon the written order of the
Registered Holder, and in such name or names as the Registered Holder may
designate, a certificate for the Warrant Shares issued upon such exercise. Any
person so designated in the Form of Election to Purchase, duly endorsed by the
Registered Holder, as the person to be named on the certificates for the
Warrant Shares, shall be deemed to have become holder of record of such Warrant
Shares, evidenced by such certificates, as of the Date of Exercise (as
hereinafter defined) of such Warrant.

         (c) The Registered Holder may pay the applicable Exercise Price
pursuant to Section 3(b), at the option of the Registered Holder, either (i) in
cash or by cashier's or certified bank check payable to the Company in an
amount equal to the product of the Exercise Price multiplied by the number of
Warrant Shares being purchased upon such exercise (the "Aggregate Exercise
Price"), or (ii) by wire transfer of immediately available funds to the account
which shall be indicated in writing by the Company to the Registered Holder.

         (d) The "Date of Exercise" of any Warrant means the date on which the
Company shall have received (i) this Warrant, with the Form of Election to
Purchase attached hereto appropriately completed and duly endorsed, and (ii)
payment in full of the Aggregate Exercise Price as provided herein.

         (e) This Warrant shall be exercisable either as an entirety or, from
time to time, for part only of the number of Warrant Shares which are issuable
hereunder. If this Warrant shall have been exercised only in part, the Company
shall, at the time of delivery of the certificates for the Warrant Shares
issued pursuant to such exercise, deliver to the Registered Holder a new
Warrant evidencing the rights to purchase the remaining Warrant Shares, which
Warrant shall be substantially in the form of this Warrant.

         SECTION 4. PAYMENT OF TAXES AND EXPENSES.

         (a) The Company will pay all expenses and taxes (other than any
federal or state income tax or similar obligations of the Registered Holder)
and other governmental charges attributable to


                                       2
<PAGE>   9

the preparation, execution, issuance and delivery of this Warrant, any new
Warrant and the Warrant Shares; provided, however, that the Company shall not
be required to pay any tax in respect of the transfer of this Warrant or the
Warrant Shares, or the issuance or delivery of certificates for Warrant Shares
upon the exercise of this Warrant, to a person or entity other than a
Registered Holder or an Affiliate (as hereinafter defined) of such Registered
Holder.

         (b) An "Affiliate" of any person or entity means any other person or
entity directly or indirectly controlling, controlled by or under direct or
indirect common control with such person or entity.

         SECTION 5. MUTILATED OR MISSING WARRANT CERTIFICATE. If this Warrant
shall be mutilated, lost, stolen or destroyed, upon request by the Registered
Holder, the Company will issue, in exchange for and upon cancellation of the
mutilated Warrant, or in substitution for the lost, stolen or destroyed
Warrant, a new Warrant, in substantially the form of this Warrant, of like
tenor, but, in the case of loss, theft or destruction, only upon receipt of
evidence reasonably satisfactory to the Company of such loss, theft or
destruction of this Warrant and, if requested by the Company, indemnity also
reasonably satisfactory to it.

         SECTION 6. RESERVATION, LISTING AND ISSUANCE OF WARRANT SHARES.

         (a) The Company will at all times have authorized, and reserve and
keep available, free from preemptive rights, for the purpose of enabling it to
satisfy any obligation to issue Warrant Shares upon the exercise of the rights
represented by this Warrant, the number of Warrant Shares deliverable upon
exercise of this Warrant. The Company will, at its expense, use its best
efforts to cause such shares to be included in or listed on (subject to
issuance or notice of issuance of Warrant Shares) all markets or stock
exchanges in or on which the Common Stock is included or listed not later than
the date on which the Common Stock is first included or listed on any such
market or exchange and will thereafter maintain such inclusion or listing of
all shares of Common Stock from time to time issuable upon exercise of this
Warrant.

         (b) The Company covenants that all Warrant Shares will, upon issuance
in accordance with the terms of this Warrant, be (i) duly authorized, fully
paid and nonassessable, and (ii) free from all taxes with respect to the
issuance thereof and from all liens, charges and security interests.

         SECTION 7. ADJUSTMENTS OF EXERCISE PRICE AND WARRANT SHARES.

         (a) The Exercise Price and number of Warrant Shares that may be
purchased hereunder is subject to change or adjustment from time to time as
hereinafter provided.

         (b) Subdivisions or Combinations of Stock. In case the Company shall
at any time subdivide the outstanding shares of Common Stock into a greater
number of shares, the Exercise Price in effect immediately prior to such
subdivision shall be proportionately reduced; and conversely, in case the
outstanding shares of Common Stock shall be combined into a smaller number of
shares, the Exercise Price in effect immediately prior to such combination
shall be proportionately increased.

         (c) Adjustments for Consolidation, Merger, Sale of Assets,
Reorganization, etc. In case the Company (i) consolidates with or mergers into
any other corporation and is not the continuing


                                       3
<PAGE>   10

or surviving corporation of such consolidation of merger, or (ii) permits any
other corporation to consolidate with or merge into the Company and the Company
is the continuing or surviving corporation but, in connection with such
consolidation or merger, the Common Stock is changed into or exchanged for
stock or other securities of any other corporation or cash or any other assets,
or (iii) transfers all or substantially all of its properties and assets to any
other corporation, or (iv) effects a capital reorganization or reclassification
of the capital stock of the Company in such a way that holders of Common Stock
shall be entitled to receive stock, securities, cash and/or assets with respect
to or in exchange for Common Stock, then, and in each such case, proper
provision shall be made so that, upon the basis and upon the terms and in the
manner provided in this subsection (c), the Registered Holder, upon the
exercise of this Warrant at any time after the consummation of such
consolidation, merger, transfer, reorganization or reclassification, shall be
entitled to receive (at the aggregate Exercise Price in effect for all shares
of Common Stock issuable upon such exercise immediately prior to such
consummation as adjusted to the time of such transaction), in lieu of shares of
Common Stock issuable upon such exercise prior to such consummation, the stock
and other securities, cash and/or assets to which such holder would have been
entitled upon such consummation if the Registered Holder had so exercised this
Warrant immediately prior thereto (subject to adjustments subsequent to such
corporate action as nearly equivalent as possible to the adjustments provided
for in this Section).

         (d) Notices. In case at any time:

                  (i) the Company shall declare any cash dividend on its Common
         Stock;

                  (ii) the Company shall pay any dividend payable in stock upon
         its Common Stock or make any distribution (other than regular cash
         dividends) to the holders of its Common Stock;

                  (iii) the Company shall offer for subscription pro rata to
         the holders of its Common Stock any additional shares of stock of any
         class or other rights;

                  (iv) the Company shall authorize the distribution to all
         holders of its Common Stock of evidences of its indebtedness or assets
         (other than cash dividends or cash distributions payable out of
         earnings or earned surplus or dividends payable in Common Stock);

                  (v) there shall be any capital reorganization, or
         reclassification of the capital stock of the Company, or consolidation
         or merger of the Company with another corporation (other than a
         subsidiary of the Company in which the Company is the surviving or
         continuing corporation and no change occurs in the Company's Common
         Stock), or sale of all or substantially all of its assets to another
         corporation; or

                  (vi) there shall be a voluntary or involuntary dissolution,
         liquidation, bankruptcy, assignment for the benefit of creditors, or
         winding up of the Company;

then, in any one or more of said cases the Company shall give written notice,
addressed to the Registered Holder at the address of such Registered Holder as
shown on the books of the Company, of (1) the date on which the books of the
Company shall close or a record shall be taken for such dividend, distribution
or subscription rights, or (2) the date (or, if not then known, a reasonable
approximation thereof by the Company) on which such reorganization,
reclassification,


                                       4
<PAGE>   11

consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment
for the benefit of creditors, winding up or other action, as the case may be,
shall take place. Such notice shall also specify (or, if not then known,
reasonably approximate) the date as of which the holders of Common Stock of
record shall participate in such dividend, distribution or subscription rights,
or shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit
of creditors, winding up, or other action, as the case may be. Such written
notice shall be given at least thirty (30) days prior to the action in question
and not less than thirty (30) days prior to the record date or the date on
which the Company's transfer books are closed in respect thereto. Such notice
shall also state that the action in question or the record date is subject to
the effectiveness of a registration statement under the Act, or to a favorable
vote of stockholders, if either is required.

         SECTION 8. NO RIGHTS OR LIABILITIES AS A STOCKHOLDER. The Registered
Holder shall not be entitled to vote or be deemed the holder of Common Stock or
any other securities of the Company which may at any time be issuable on the
exercise hereof, nor shall anything contained herein be construed to confer
upon the holder of this Warrant, as such, the rights of a stockholder of the
Company or the right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or give or withhold consent
to any corporate action or to receive notice of meetings or other actions
affecting stockholders (except as provided herein), or to receive dividends or
subscription rights or otherwise, until the Date of Exercise shall have
occurred and then only with respect to the Warrant Shares purchased pursuant to
such exercise. No provision of this Warrant, in the absence of affirmative
action by the Registered Holder hereof to purchase shares of Common Stock, and
no mere enumeration herein of the rights and privileges of the Registered
Holder, shall give rise to any liability of such holder for the Exercise Price
or as a stockholder of the Company, whether such liability is asserted by the
Company or by creditors of the Company.

         SECTION 9. FRACTIONAL WARRANT SHARES. The Company shall not be
required to issue fractions of Warrant Shares upon exercise of the Warrant or
to distribute certificates which evidence fractional Warrant Shares. If any
fraction of a Warrant Share would, except for the provisions of this Section
10, be issuable on the exercise of any Warrant (or specified portion thereof),
the Company shall pay to the Registered Holder an amount in cash determined by
the board of directors of the Company to be fair and just consideration for a
share of Common Stock of the Company multiplied by such fraction.

         SECTION 10. TRANSFER RESTRICTIONS; REGISTRATION OF THE WARRANT AND
WARRANT SHARES.

         (a) Neither the Warrant nor the Warrant Shares have been registered
under the Act. The Registered Holder, by acceptance hereof, represents that it
is acquiring this Warrant to be issued to it for its own account and not with a
view to the distribution thereof, and agrees not to sell, transfer, pledge or
hypothecate this Warrant, any purchase rights evidenced hereby or any Warrant
Shares unless a registration statement is effective for this Warrant or the
Warrant Shares under the Act or, in the opinion of such Registered Holder's
counsel reasonably satisfactory to the Company, a copy of which opinion shall
be delivered to the Company, such transaction is exempt from the registration
requirements of the Act.



                                       5
<PAGE>   12

         (b) Subject to the provisions of the following paragraph of this
Section 10, each Certificate for Warrant Shares shall be stamped or otherwise
imprinted with a legend in substantially the following form:

                  THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                  "ACT"), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE
                  OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
                  IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
                  SUCH SECURITIES UNDER THE ACT, OR AN OPINION OF COUNSEL,
                  SATISFACTORY TO THE ISSUER HEREOF, TO THE EFFECT THAT
                  REGISTRATION IS NOT REQUIRED UNDER THE ACT.

         (c) The restrictions and requirements set forth in the foregoing
paragraph shall apply with respect to Warrant Shares unless and until such
Warrant Shares are sold or otherwise transferred pursuant to an effective
registration statement under the Act or are otherwise no longer subject to the
restrictions of the Act, at which time the Company agrees to promptly cause
such restrictive legends to be removed and stop transfer restrictions
applicable to such Warrant Shares to be rescinded.

         SECTION 11. NOTICES. All notices, requests, demands and other
communications relating to this Warrant shall be in writing and shall be deemed
to have been duly given if delivered personally or sent by United States
certified or registered first-class mail, postage prepaid, return receipt
requested, to the parties hereto at the following addresses or at such other
address as any party hereto shall hereafter specify by notice to the other
party hereto:

         (a) If to the Registered Holder of this Warrant or the holder of the
Warrant Shares, addressed to the address of such Registered Holder or holder as
set forth on books of the Company or otherwise furnished by the Registered
Holder or holder to the Company.

         If to the Company, addressed to:

         Boots & Coots International Well Control, Inc.
         777 Post Oak Blvd., 8th Floor
         Houston, Texas 77056

         SECTION 12. BINDING EFFECT. This Warrant shall be binding upon and
inure to the sole and exclusive benefit of the Company, its successors and
assigns, and the holder or holders from time to time of this Warrant and the
Warrant Shares.

         SECTION 13. SURVIVAL OF RIGHTS AND DUTIES. This Warrant shall
terminate and be of no further force and effect on the earlier of (i) 5:00
p.m., Houston time, on the Expiration Date and (ii) the date on which this
Warrant and all purchase rights evidenced hereby have been exercised.

         SECTION 14. GOVERNING LAW. This Warrant shall be construed in
accordance with and governed by the laws of the State of Texas.

                                       6
<PAGE>   13

         SECTION 15. SECTION HEADINGS. The Section headings in this Warrant are
for purposes of convenience only and shall not constitute a part hereof.

         SECTION 16. AMENDMENT OR WAIVER. This Warrant and any term hereof may
be amended, waived, discharged or terminated only by and with the written
consent of the Company and the holder of this Warrant.


                                       7
<PAGE>   14

         IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
under its corporate seal by its officers thereunto duly authorized as of the
date hereof.

                                       BOOTS & COOTS INTERNATIONAL WELL CONTROL,
                                       INC.

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


                                       ATTEST:

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


                                       8
<PAGE>   15

                          FORM OF ELECTION TO PURCHASE

                 (To Be Executed Upon Exercise of this Warrant)

To Boots & Coots International Well Control, Inc.:

         The undersigned, the record holder of the attached Warrant (Warrant
No. ___), hereby irrevocably elects to exercise the right, represented by the
attached Warrant, to purchase ___________ of the Warrant Shares and herewith
tenders payment for such Warrant Shares to the order of Boots & Coots
International Well Control, Inc. of $_________ representing the full purchase
price for such shares at the price per share provided for in the attached
Warrant and the delivery of any applicable taxes payable by the undersigned
pursuant to such Warrant.

         In lieu of paying the purchase price as provided in the preceding
paragraph, the undersigned will/will not (circle appropriate word(s)) make a
cashless exercise pursuant to Section 3(c) of the attached Warrant.

         The undersigned requests that certificates for such shares be issued
in the name of

                                    PLEASE INSERT SOCIAL SECURITY OR TAX
-------------------------------     IDENTIFICATION NUMBER



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

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

-------------------------------
(Please print name and address)

         In the event that not all of the purchase rights represented by the
attached Warrant are exercised, a new Warrant, substantially identical to the
attached Warrant, representing the rights formerly represented by the attached
Warrant which have not been exercised, shall be issued in the name of and
delivered to

                              --------------------------------------------------
                              (Please print name)


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

                              --------------------------------------------------
                              (Please print address)

Dated:                     Name of Holder (Print):
       ------------------                         ------------------------------

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

<PAGE>   16

                               FORM OF ASSIGNMENT

         FOR VALUE RECEIVED, _______________________ hereby sells, assigns and
transfers to each assignee set forth below all of the rights of the undersigned
under the attached Warrant (Warrant No. _____) with respect to the number of
shares of Common Stock covered thereby set forth opposite the name of such
assignee unto:

<TABLE>
<CAPTION>

                                                       Number of Shares of
            Name of Assignee           Address            Common Stock
            ----------------           -------         -------------------
<S>                                    <C>             <C>


</TABLE>

         If the total of said purchase rights represented by the attached
Warrant shall not be assigned, the undersigned requests that a new Warrant
evidencing the purchase rights not so assigned be issued in the name of and
delivered to the undersigned.

Dated:                           Name of Holder (Print):
       ----------------                                 -----------------------

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