Exhibit 10.1

                               SEVERANCE AGREEMENT


     This Severance  Agreement (this "Agreement") is made and entered into as of
August 1, 2008 (the  "Effective  Date"),  by and between BOOTS & COOTS SERVICES,
LLC (the "Company") and CARY BAETZ ("Employee").

     In consideration  of Employee's  agreement to become an employee of Company
through  Employee's  acceptance of the Company's  offer letter to Employee dated
July 22, 2008, Company agrees as follows:

     1.    Termination and Compensation.

           (a)   Termination by the Company and Compensation   In the event that
that the Company elects to terminate Employee's  employment for any reason other
than termination for Cause as defined in Paragraph 2(a) below, then, and in that
event, the Company shall pay to Employee, on the termination date, the following
compensation:  (i) a lump sum payment equal to 6 months salary,  (ii) a pro-rata
percentage  of any bonus to which  Employee  would have been eligible to receive
for the year in which termination  occurs,  and (iii) Company shall continue the
payment of premiums for  hospitalization  and major  medical  insurance  for the
lesser  period of either six months or the date on which  Employee  secures full
time  employment that affords  equivalent  medical  coverage.  In the event of a
termination  for Cause (as defined in Paragraph 2(a) below),  Employee shall not
be entitled to any of the above  compensation or any other benefits provided for
herein, and shall not be entitled to severance pay.

           (b)   Termination by Employee and Compensation   In  the  event  that
Employee elects to terminate his employment  pursuant to Paragraph 2.(b) or 2(c)
below,  then,  and in that event,  the  Company  shall pay to  Employee,  on the
termination date, the following compensation: (i) a lump sum payment equal to 12
months salary,  (ii) a pro-rata  percentage of any bonus to which Employee would
have been  eligible to receive  for the year in which  termination  occurs,  and
(iii) Company  shall  continue the payment of premiums for  hospitalization  and
major medical  insurance for the lesser period of either 6 months or the date on
which Employee  secures full time  employment  that affords  equivalent  medical
coverage.  In the event that Employee elects to terminate his employment for any
other reason, Employee shall not be entitled to any of the above compensation or
any other benefits  provided for herein,  and shall not be entitled to severance
pay.

     2.    Grounds for Termination.

           (a)   Employer may terminate and pay none  of  the  compensation  set
forth above if termination is for "Cause",  which for purposes of this Agreement
shall mean Employee (i) has engaged in gross negligence or willful misconduct in
the  performance  of the duties  required of him  hereunder,  (ii) has willfully
refused  without proper legal reason to perform the duties and  responsibilities
required  of him  hereunder  (provided,  however,  that no act or failure to act
pursuant  to  subsections  (i) and (ii) above shall be deemed  "willful"  if due
primarily  to an error in judgment or  negligence  or if made in good faith with
reasonable  belief that such act is in the best interest of the Company),  (iii)
has  materially  breached any material  provision  of this  Agreement  (and such
breach  remains  uncorrected  30 days  following  Employee's  receipt of written
notice  of the  breach  from the  Company),  or (iv) the  Employee  commits,  is
arrested or officially  charged with any felony,  or any crime  involving  moral
turpitude,  which,  in the good  faith  opinion  of the  Company,  would  impair
Employee's  ability to perform his duties hereunder or would impair the business
reputation of the Company or Employee  misappropriates  any funds or property of
the Company;


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           (b)   Employee may terminate, and receive compensation as  set  forth
above,  in connection with or based upon (i) a material breach by the Company of
any  material  provision  of this  Agreement,  (ii) a  substantial  and material
reduction in the nature or scope of Employee's  duties or  responsibilities,  or
(iii) the  assignment  to  Employee  of  duties  and  responsibilities  that are
materially  inconsistent  with his position;  provided,  however,  that prior to
Employee's  termination of employment  under this paragraph 2(b),  Employee must
give written  notice to the Company of any such breach,  reduction or assignment
and such breach,  reduction or assignment  must remain  uncorrected  for 30 days
following such written notice;

           (c)   Employee may terminate,  and  receive  compensation  set  forth
above, upon a Change in Control, or within twelve (12) months thereafter,  where
a "Change  in  Control"  is  defined to mean (i) any  merger,  consolidation  or
reorganization  in which the Company is not the  surviving  entity (or  survives
only as a subsidiary of an entity),  (ii) any sale,  lease,  exchange,  or other
transfer of (or agreement to sell, lease,  exchange,  or otherwise transfer) all
or substantially  all of the assets of the Company to any other person or entity
(in one transaction or a series of related  transactions),  (iii) dissolution or
liquidation of the Company, (iv) when any person or entity,  including a "group"
as contemplated by Section  13(d)(3) of the Securities  Exchange Act of 1934, as
amended, acquires or gains ownership or control (including,  without limitation,
power to vote) of more than  [30%] of the  outstanding  shares of the  Company's
voting stock (based upon voting power), (v) as a result of or in connection with
a contested election of directors, the persons who were directors of the Company
before  such  election  shall  cease to  constitute  a majority  of the Board of
Directors, or (vi) any event that is reported by the Parent Company under Item 1
of a Form 8-K filed  with the  Securities  and  Exchange  Commission;  provided,
however, that the term "Change in Control" shall not include any reorganization,
merger,  consolidation,  sale, lease, exchange, or similar transaction involving
solely the Company and one or more previously  wholly-owned  subsidiaries of the
Company unless such matter is described in clause (vi) above.

     3.    No Duty to  Mitigate  Losses.  Employee  shall  have no duty  to find
new employment  following the termination of his employment under  circumstances
which  require the Company to pay any amount to Employee  under this  Agreement.
Any salary or  remuneration  received  by  Employee  from a third  party for the
providing of personal  services  (whether by employment or by  functioning as an
independent  contractor)  following the  termination of his employment  with the
Company shall not reduce the Company's  obligation to make a payment to Employee
(or the amount of such payment) pursuant to the terms of this Agreement.

     4.    Notices.  All  notices  or  other  communications  pursuant  to  this
Agreement may be given by personal delivery,  or by certified mail, addressed to
the home office of the Company or to the last known address of Employee. Notices
given by personal  delivery  shall be deemed given at the time of delivery,  and
notices sent by certified  mail shall be deemed  given when  deposited  with the
U.S. Postal Service.

     5.    Entirety of Agreement;  Amendment. This Agreement contains the entire
understanding of the parties and all of the covenants and agreements between the
parties with respect to severance  arrangements.  No amendment to this Agreement
shall be  effective  unless it is in  writing  and  signed  by both the  parties
hereto.

     6.    Governing  Law.  This  Agreement shall  be  construed and enforced in
accordance with, and be governed by, the laws of the State of Texas.

     7.    Waiver.  The failure of either  party to enforce any rights hereunder
shall  not be deemed to be a waiver of such  rights,  unless  such  waiver is an
express written waiver which has been signed by the waiving party. Waiver of one
breach shall not be deemed a waiver of any other breach of the same or any other
provision hereof.

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     8.    Assignment.  This Agreement shall  not  be  assignable  by  Employee.
Subject to Paragraph  2(c) hereof,  in the event of a future  disposition of the
properties and business of the Company by merger, consolidation, sale of assets,
or otherwise,  then the Company may assign this  Agreement and all of its rights
and obligations to the acquiring or surviving  entity;  provided,  that any such
entity shall assume all of the obligations of the Company hereunder.

     9.    Counterparts.   This Agreement  may  be  executed  in  any  number of
counterparts,  each of which shall be deemed to be an original  for all purposes
hereof.

     10.   Arbitration.  Any  dispute,  controversy  or claim  arising out of or
relating to this Agreement  shall be submitted to and finally settled by binding
arbitration to be held in Houston,  Texas,  in accordance  with the rules of the
American  Arbitration  Association in effect on the Effective Date, and judgment
upon the award rendered by the  arbitrator(s) may be entered in any court having
jurisdiction  thereof.  In any proceeding to enforce the provisions  hereof, the
prevailing party shall be entitled to recover  reasonable  expenses  incurred by
him, including reasonable attorneys' fees.


This Agreement is entered into as of the Effective Date.


"COMPANY"

BOOTS & COOTS SERVICES, LLC



By: /s/ Jerry Winchester
    -----------------------------------------------------------
        Jerry Winchester - CEO/President - Boots-Coots Services



"EMPLOYEE"


/s/ Cary Baetz
---------------------------------------------------------------
Cary Baetz

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