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                              SETTLEMENT AGREEMENT

         This Settlement Agreement ("Agreement" or "Settlement Agreement"), is
entered into by Boots & Coots International Well Control, Inc. ("Boots & Coots")
and the Donald and Shelley Moorehead Charitable Trust (the "Trust") on this day,
March 20, 2000. Boots & Coots and the Trust shall be referred to individually by
name or as the "Party," or collectively as the "Parties."

         1. Acknowledgments. The Parties agree upon and acknowledge the
following facts as the basis for this Settlement Agreement:

            A.    Boots & Coots is a Delaware corporation that has 5,000,000
                  authorized shares of preferred stock ("Preferred Stock"), at
                  $.00001 par value.

            B.    40,000 shares of the Preferred Stock are designated as 10%
                  Junior Redeemable Convertible Preferred Stock ("Junior
                  Preferred Stock"), and are issued to the Trust, a Texas Trust.
                  The shares of Junior Preferred Stock issued to the Trust are
                  convertible into common stock, $.00001 par value (the "Common
                  Stock") of Boots & Coots at $2.75 per share of Common Stock.

            C.    The Trust currently holds Warrant No. 1998-15 representing the
                  right to purchase 200,000 shares of Common Stock at an
                  exercise price of $5.00 per share (the "200,000 Share
                  Warrant").

            D.    Scotty D. Cook holds Warrant No. 6(a) representing the right
                  to purchase 40,000 shares of Common Stock at $1.20 per share.

            E.    Thomas J. Spackman, Jr. holds Warrant No. 6(b) representing
                  the right to purchase 20,000 shares of Common Stock at $1.20
                  per share.

            F.    Donald F. Moorehead holds Warrant No. 6(c) representing the
                  right to purchase 30,000 shares of Common Stock at $1.20 per
                  share .

            G.    George O. Moorehead holds Warrant No. 6 (d) representing the
                  right to purchase 10,000 shares of Common Stock at $1.20 per
                  share

                  Collective, holders (D) - (G) are referred to herein as,
                  the "100,000 Share Warrant."

            H.    Contemporaneously herewith, the Parties have entered into a
                  Lock Up Agreement restricting sales of Common Stock by the
                  Trust.


         2. Agreements. In exchange for the mutual covenants, representations
and agreements set forth herein, the Parties agree to the following:


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            A.    Boots & Coots shall, upon the Trust's delivery to it of
                  certificates representing Junior Preferred Stock in accordance
                  with the conversion requirements of the Certificate of
                  Designation of Rights and Preferences relating thereto (the
                  "Designation"), in one or a series of partial conversions,
                  issue (i) 363,636 shares of Common Stock issuable upon the
                  conversion thereof in accordance with such Designation, and
                  (ii) an additional 952,153 shares of Common Stock issuable
                  upon the conversion thereof as an adjustment to the conversion
                  price thereof pursuant to this Settlement Agreement.

            B.    Boots & Coots shall issue to the Trust a Warrant to purchase
                  450,000 shares of Common Stock at an exercise price of $1.25
                  per share (the "450,000 Share Warrant").

            C.    Boots & Coots hereby modifies the exercise price of the
                  200,000 Share Warrant as follows: (i) the exercise price shall
                  be $1.25 per share as to 100,000 shares of Common Stock
                  covered by the 200,000 Share Warrant, and (ii) the exercise
                  price shall be $1.50 per share as to 100,000 shares of Common
                  Stock covered by the 200,000 Share Warrant.

            D.    Boots & Coots hereby modifies the permitted methods of payment
                  of the exercise price under the 200,000 Share Warrant and the
                  100,000 Share Warrant to include a cashless exercise option as
                  follows: the Trust may pay the exercise price for the shares
                  of Common Stock by giving notice to Boots & Coots that it is
                  exercising such warrant and authorizes Boots & Coots to
                  withhold from the issuance to the Trust (and to reduce the
                  amount of the warrant by) that number of shares which when
                  multiplied by the average closing sales price for the Common
                  Stock on the American Stock Exchange, bulletin board, NASDAQ,
                  or any other exchange, for the ten consecutive trading days
                  immediately preceding the date of notice of exercise is equal
                  to the aggregate exercise price for the shares being
                  purchased.

            E.    In exchange for the foregoing, the Trust executes and delivers
                  to Boots & Coots this Settlement Agreement and the Lock Up
                  Agreement attached hereto as Exhibit A.

            F.    That immediately following (no later than the end of business
                  as of the day following) any public sale by the Trust (or any
                  transferee of the Trust) of any shares of Common Stock
                  issuable upon the conversion of the Junior Preferred Stock
                  held by the Trust or the 200,000 share Warrant or the 100,000
                  Share Warrant, the Trust shall deliver, or cause to be
                  delivered, to Boots & Coots written evidence of the date of
                  such sale, the broker through whom such shares were sold, the
                  number of shares sold, and the aggregate purchase price
                  received with respect thereto. In the event that the Trust
                  shall sell shares of


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                  Common Stock in excess of the restrictions on transfer imposed
                  by the Lock Up Agreement, the Trust agrees that Boots & Coots
                  shall have the right to cancel and refuse to issue shares of
                  Common Stock otherwise issuable upon the exercise of the
                  100,000 Share Warrant, the 200,000 Share Warrant and the
                  450,000 Share Warrant in addition to pursuing whatever rights
                  it may have under law.

            G.    Boots & Coots agrees that its failure to render, or to cause
                  its counsel to render, a legal opinion to its transfer agent
                  (within a reasonable time after the receipt of a request and
                  completed customary Rule 144 paperwork) that the legend may be
                  removed from shares of Common Stock issued to the Trust upon
                  the conversion of the Junior Preferred Stock as agreed herein,
                  shall entitle the Trust to liquidated damages equal to the
                  difference between (i) the Trust's $1,000,000 of invested
                  capital plus a 10% annual rate of return from April 9, 1998
                  and (ii) proceeds from the Trust's sales of shares of Common
                  Stock issued upon the conversion of the Junior Preferred
                  Stock.

         3. Settlement. As to each and every possible allegation that could be
asserted by Boots & Coots, there is dispute, doubt, disagreement, and
controversy including but not limited to Boots & Coots' liability for damages,
costs, and attorney's fees. Accordingly, the Trust and Boots & Coots have
decided to avoid litigation, and now desire to enter into a compromise agreement
regarding all claims which could possibly have been asserted. Therefore, in
consideration of the mutual promises expressed herein and in the Lock Up
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged and confessed, the Trust voluntarily
and knowingly executes this Agreement with the express intent of being bound to
all obligations, terms and conditions contained herein.

         4. No Admission of Liability. The Parties have entered into this
Settlement Agreement solely for the purpose of avoiding the nuisance, risk and
expense of litigation over disputed and doubtful claims. This Settlement
Agreement is not intended and should not be construed as an admission of
liability by Boots & Coots because all such liability is expressly denied by
each Party.

         5. Release by the Trust. In consideration of the receipt of covenants
agreements described above, the Trust, for itself and its trustees,
beneficiaries, agents, legal representatives, successors and assigns, hereby
releases, discharges, indemnifies and holds Boots & Coots, its officers,
directors, employees, shareholders, agents, subsidiaries, successors and assigns
(collectively, the "Boots & Coots Released Parties") harmless from any and all
claims, demands, actions, judgments and causes of action of whatever nature or
character which it could have asserted, or which may be asserted by any person,
trust, firm, partnership, corporation or business entity claiming by, through or
under the Trust, and arising out of any claims that the Trust has or ever had
relating to the Boots & Coots Released Parties, all of which claims are being
released in this Agreement. The provisions of this paragraph apply even if such
claims, demands, judgments, actions and causes of action were caused in whole or
in part by any act, omission, negligence, gross negligence, breach of contract,
intentional conduct, violation of statute or common law, breach of warranty,
tort or conduct of any type by the Boots & Coots Released Parties. In further
consideration of the receipt of settlement amount as above described, the Trust
agrees to indemnify and hold the Boots & Coots Released Parties harmless from
all claims for contribution or indemnity, whether


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asserted now or in the future, and the reasonable and necessary costs, including
attorney's fees, incurred in defense of any such claim, that any person, trust,
trustee, firm, partnership, corporation or business entity has or may have or
assert against the Boots & Coots Released Parties in any way relating to the
Trust's purchase or ownership of the securities of Boots & Coots or the
transactions contemplated herein.

         6. Representations and Warranties by Boots & Coots. Boots & Coots
hereby represents and warrants to the Trust the following:

            A.    Organization and Good Standing. Boots & Coots is a corporation
                  duly organized, validly existing and in good standing under
                  the laws of Delaware.

            B.    Power and Authorization. The execution, delivery and
                  performance by Boots & Coots of this Agreement is within Boots
                  & Coots' legal authority and require no authorization,
                  consent, approval, license, exemption of or filing or
                  registration with any court or governmental department,
                  commission, board, bureau, agency or instrumentality of
                  government which has not been obtained. Larry H. Ramming is
                  the Chief Executive Officer and Chairman of the Board of
                  Directors of Boots & Coots and he has full authority to bind
                  Boots & Coots.

            C.    Binding Obligations. This Agreement is the legal, valid and
                  binding obligation of Boots & Coots and is enforceable against
                  Boots & Coots in accordance with its terms.

            D.    After April 9, 2000, Boots & Coots will, or will cause its
                  counsel to, within a reasonable time after request and the
                  receipt of completed customary Rule 144(k) paperwork,
                  authorize the removal of the above legend from shares of
                  Common Stock issuable upon conversion of the Junior Preferred
                  Stock.


         7. Representations and Warranties by the Trust. The Trust hereby
represents and warrants to Boots & Coots the following:

            A.    Organization and Good Standing. The Trust is a trust duly
                  organized and validly existing under the laws of the State of
                  Texas.


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            B.    Power and Authorization. The execution, delivery and
                  performance by the Trust of this Agreement and the Lock Up
                  Agreement are within the Trust's legal authority, require no
                  authorization, consent, approval, license, exemption of or
                  filing or registration with any court or governmental
                  department, commission, board, bureau, agency or
                  instrumentality of government. Don Moorehead and Shelley
                  Moorehead are the trustees of the Trust and have the full
                  authority to execute and deliver this Agreement and the Lock
                  Up Agreement.

            C.    Binding Obligations. This Agreement and the Lock Up Agreement
                  constitute legal, valid and binding obligations of the Trust
                  and are enforceable against the Trust, its trustees and
                  beneficiaries, in accordance with their respective terms.

            D.    Accredited Investor. The Trust is an "Accredited Investor"
                  within the meaning of Rule 501 of the Securities Act.

            E.    Binding Obligations. The Trust understands and agrees that
                  each shares of Common Stock issued to it will bear the
                  following legend:

                  "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, OR ANY STATE
                  SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS
                  THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
                  COVERING SUCH SECURITIES OR THE ISSUER RECEIVES AN OPINION OF
                  COUNSEL REASONABLY SATISFACTORY TO IT STATING THAT SUCH SALE
                  OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
                  DELIVERY REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE
                  SECURITIES LAWS."

            E.    No Assignment. The Trust has not assigned, mortgaged or
                  transferred to any person or entity all or any portion of the
                  claims which it may assert against Boots & Coots or the Boots
                  & Coots Released Parties which are being released herein.

         7. Miscellaneous.


            A.    This Agreement is binding upon each party hereto and its
                  officers, directors, shareholders, trustees, employees,
                  beneficiaries, agents, legal representatives, successors and
                  assigns, and the provisions of this Agreement shall inure to
                  the benefit of these parties.



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            B.    In the event that any one or more of the provisions of this
                  Agreement shall, for any reason, be held invalid, illegal, or
                  unenforceable in any respect, such invalidity, illegality or
                  unenforceability shall not affect any other provision of this
                  Agreement.

            C.    The validity, effect and construction of this Agreement shall
                  be governed by the laws of the State of Texas. Any suit
                  arising under or in connection with this Agreement, including
                  but not limited to any proceeding to enforce or construe the
                  terms of this Agreement, shall be brought in Dallas County,
                  Texas, and no where else. In any such proceeding, the
                  prevailing party shall be entitled to reasonable and necessary
                  attorneys fees and costs.

            D.    This Agreement and the Lock Up Agreement embody the entire
                  settlement agreement between the Parties as to the subject
                  matter hereof, and merge and supersede all prior discussions,
                  agreements and understandings of every kind and nature among
                  them. No party shall be bound by any condition, definition,
                  warranty or representation, other than as expressly set forth
                  or provided for in this Agreement or the Lock Up Agreement.

            E.    This Agreement may not be amended, modified, waived or
                  terminated orally or discharged except by a writing signed by
                  the Parties.

            F.    This Agreement shall not be construed in favor of or against
                  any Party on the basis that the Party did or did not author
                  this Agreement or any attachment related to it. It is intended
                  that this Agreement shall be comprehensive in nature and shall
                  be construed liberally to effect its purposes.

            G.    Article and Section headings used in this Agreement are for
                  convenience only and shall not affect the construction.

            H.    Each Party warrants that (a) before signing this Agreement, it
                  consulted with his or her own counsel regarding the contents
                  of this Agreement; (b) it voluntarily executed this Agreement
                  only after having fully understood and after willingly
                  accepting each and every term and condition described herein;
                  and, (c) that no other Party, nor anyone else acting on its
                  behalf, has made any promise or representation regarding this
                  settlement which is not expressly stated in this Agreement or
                  the Lock Up Agreement.

            I.    This Agreement shall be executed in multiple counterparts.


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            J.    This Agreement shall be binding on the Parties effective as of
                  the date hereof.

            K.    All notices and/or the tender of any other document or item
                  required herein shall be valid only if sent by First Class,
                  Certified, United States Mail to each Party at the following
                  addresses:

                       (i)     Notices to Boots & Coots:

                                   Larry H. Ramming, Chief Executive Officer &
                                   Chairman
                                   Boots & Coots International Well Control,
                                   Inc.
                                   515 San Felipe, Suite 450
                                   Houston, TX 77056

                       (ii)    Notices to the Trust

                                   Thomas Spackman, President
                                   Founders Equity Group, Inc.
                                   2602 McKinney Ave., Suite 220
                                   Dallas, TX 75204

                  Any Party to this Agreement may change its address for notice
                  purposes by notifying all other Parties of its new notice
                  address in writing by First Class, Certified, United States
                  Mail.


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                  WHEREFORE, with the intent of being fully bound by each and
         every obligation, term and condition contained herein, the Parties have
         this day executed this Agreement.

                                     BOOTS & COOTS INTERNATIONAL
                                     WELL CONTROL, INC.


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

                                     DONALD AND SHELLEY MOOREHEAD
                                     CHARITABLE TRUST


                                     By:
                                        ----------------------------------------
                                             Shelley Moorehead, Trustee