EXECUTION COPY


                       FIFTH AMENDMENT, CONSENT AND WAIVER
                                      UNDER
                    SUBORDINATED NOTE RESTRUCTURING AGREEMENT



          FIFTH AMENDMENT, CONSENT AND WAIVER (this "Fifth Amendment"), dated as
of  August  13, 2004, to the Subordinated Note Restructuring Agreement, dated as
of  December  28,  2000  (as  amended,  including  by  this Fifth Amendment, the
"Restructuring  Agreement") among Boots & Coots International Well Control Inc.,
a  Delaware corporation, (the "Company") and The Prudential Insurance Company of
America ("Prudential"), as amended by the Amendment, Consent and Waiver dated as
of March 29, 2002, the Second Amendment, Consent and Waiver dated as of June 29,
2002,  the  Third Amendment, Consent and Waiver dated as of July 1, 2003 and the
Fourth  Amendment,  Consent and Waiver dated as of November 14, 2003, each among
the  Company and Prudential (collectively, the "Prior Amendments").  Capitalized
terms  used  herein  but  not  defined  herein  are  used  as  defined  in  the
Restructuring  Agreement.

                                  WITNESSETH:

          WHEREAS,  the  Company and Prudential are parties to the Restructuring
Agreement  pursuant  to  which Prudential agreed to cancel and terminate certain
11.28%  Notes  and  the  Original  Warrant  in  consideration  for the Company's
fulfillment  of its obligations set forth in the Restructuring Agreement and the
issuance  by  the Company of Replacement Notes, the Replacement Warrant, the New
Warrant  and  the  Preferred  Stock;

          WHEREAS,  the Company failed to make cash dividend payments on certain
shares  of the Company's Series E Cumulative Senior Preferred Stock and Series G
Cumulative  Convertible  Preferred  Stock  in the amounts and for the period set
forth  on  Schedule  A hereto (the "Dividend Amount"), which failures constitute
           -----------
Events  of Default pursuant to Section 8.1(vi) of the Restructuring Agreement if
not  waived  or  deemed  cured  as  provided  therein  (the  "Dividend  Payments
Default");

          WHEREAS,  the Company has requested that Prudential waive the Dividend
Payments  Default,  subject  to  the satisfaction of the conditions set forth in
Section  4  (Conditions  to  the  Effectiveness  of  This  Fifth  Amendment);

          WHEREAS, the aggregate principal amount outstanding under the Notes as
of  the  date  of  this  Fifth  Amendment  (the  "Old  Notes")  is  $9,635,042;

          WHEREAS, the Company and Prudential desire to cancel and terminate the
Old  Notes subject to the satisfaction of the conditions set fourth in Section 4
(Conditions  to  the  Effectiveness of This Fifth Amendment), including, but not
limited  to,  the  issuance  to  Prudential of the Amended and Restated Note (as
defined  below);

          WHEREAS,  the  Company  desires  and Prudential agrees, subject to the
limitations  and conditions set forth herein, (a) to waive the Dividend Payments
Default  and  (b)  amend  the  Restructuring  Agreement as set forth herein; and


<PAGE>
          WHEREAS,  the  Company  desires  and  Prudential agrees to convert the
Dividend  Amount, the Warrants and its outstanding Series E Stock into shares of
the Company's common stock as provided in that certain Exchange Agreement, dated
as  of  the date hereof by and between the Company and Prudential (the "Exchange
Agreement").

          NOW, THEREFORE, in consideration of the premises and the covenants and
obligations  contained  herein  the  parties  hereto  agree  as  follows:

     SECTION 1.     WAIVER AND CONSENT

     Effective  as  of  the  Fifth  Amendment Effective Date (as defined below),
Prudential  hereby waives the Dividend Payments Default; provided, however, that
the  waiver  set  forth in this Section 1 shall not excuse any failure to comply
after  the  date  hereof  under  the  Restructuring  Agreement.

     SECTION 2.     AMENDED AND RESTATED NOTE

          (a)  The  Company  will  authorize  the  amendment  and restatement of
the  Old  Note  by  an  amended  and  restated  senior  subordinated Note in the
aggregate  principal  amount  of $9,635,042 in the form of Exhibit A hereto (the
                                                           ---------
"Amended  and  Restated  Note"),  to be dated July 1, 2004 which shall mature in
twenty  two  (22) consecutive installments, each of which shall be in the amount
set  forth  below  opposite  such  installment:

<TABLE>
<CAPTION>
Installment                       Principal Amount
------------------                -----------------

<S>                               <C>
August 13, 2004                   $       2,000,000
December 15, 2004                 $       1,635,042
March 31, 2005                    $         300,000
June 30, 2005                     $         300,000
September 30, 2005                $         300,000
December 31, 2005                 $         300,000
March 31, 2006                    $         300,000
June 30, 2006                     $         300,000
September 30, 2006                $         300,000
December 31, 2006                 $         300,000
March 31, 2007                    $         300,000
June 30, 2007                     $         300,000
September 30, 2007                $         300,000
December 31, 2007                 $         300,000
March 31, 2008                    $         300,000
June 30, 2008                     $         300,000
September 30, 2008                $         300,000
December 31, 2008                 $         300,000
March 31, 2009                    $         300,000
June 30, 2009                     $         300,000
September 30, 2009                $         300,000
December 31, 2009                 $         300,000
</TABLE>


                                        2
<PAGE>
Installment                       Principal Amount
------------------                -----------------

          (b)  The  Amended  and  Restated  Note  shall  bear interest (computed
on  the  basis  of  a  360-day year comprised of twelve 30-day month) (i) on the
unpaid balance thereof at the rate of twelve percent (12.0%) per annum from July
1,  2004, payable (A) quarterly on the last business day of September, December,
March  and  June  in each year, commencing with September 30, 2004, (B) upon the
maturity  of any portion of the principal amount thereof as listed on clause (a)
of  this  Section  2  and (C) if not previously paid in full, on demand from and
after  the  time  the  outstanding  principal thereunder becomes due and payable
(whether  by  acceleration or otherwise) and (ii) so long as an Event of Default
is  continuing,  on  the  unpaid  balance  thereof,  and  any overdue payment of
interest,  payable  quarterly  as aforesaid (or, at the option of the registered
holder  thereof,  on demand), at a rate per annum from time to time equal to the
lesser of (A) the maximum rate permitted by applicable law or (B) the greater of
(x)  2%  above the rate of interest publicly approved by The Bank of New York as
its  prime  rate  or  (y)  fourteen  percent  (14.0%).

     SECTION 3.     AMENDMENTS TO THE RESTRUCTURING AGREEMENT

               The  Restructuring  Agreement  is,  effective  as  of  the  Fifth
Amendment  Effective  Date,  hereby  amended  as  follows:

          (a)  Section  1.2  (Credit  Facility  Payment)  is  deleted  in  its
entirety.

          (b)  Section  3.5  (Mandatory  Prepayment) is deleted in its entirety.

          (c)  Section  5.1  (Optional  Prepayment  of  Notes)  is  amended  by
inserting  at  the  end  of such section the words "The amount of each principal
prepayment  of  the  Notes  shall  be  applied  to  reduce  the  then  remaining
installments  of  the  Notes  in a reverse order of maturity of such outstanding
installments.".

          (d)  Section  7.1(a)  (Total  Debt  to  EBITDA)  is  deleted  in  its
entirety and replaced by inserting a new Section 7.1(a), to read in its entirety
as  follows:

          "(a) TOTAL  DEBT  TO  EBITDA  RATIO.  The  ratio  of  Total  Debt  to
EBITDA,  measured  on  a  calendar quarter-end basis for the twelve month period
ending  on  the  last day of each calendar quarter, commencing with the calendar
quarter  ending  on  September  30,  2004,  to  be  greater  than  3.0  to 1.0."

          (e)  Section  7.1(b)  (EBITDA  to  Consolidated  Interest  Expense) is
deleted  in its entirety and replaced by inserting a new Section 7.1(b), to read
in  its  entirety  as  follows:

          "(b) EBITDA  TO  CONSOLIDATED  INTEREST  EXPENSE.  The ratio of EBITDA
to  Consolidated  Interest Expense, measured on a calendar quarter-end basis for
the  twelve  month period ending on the last day of each calendar quarter, to be
less  than (i) commencing with the calendar quarter ending on September 30, 2004
and  ending  with the calendar quarter ending on


                                        3
<PAGE>
March 31, 2005, 2.0 to 1.0. and (ii) commencing with the calendar quarter ending
on  June  30,  2005  and  thereafter,  3.0  to  1.0;"

          (f)  Section  7.3(b)(ii)  (Limitation  on  Indebtedness) is deleted in
its  entirety and replaced by inserting a new Section 7.1(b)(ii), to read in its
entirety  as  follows:

          "(ii)  Senior  Debt  owing pursuant to the New Senior Credit Facility,
provided  that the principal amount of Indebtedness owing pursuant thereto shall
--------
not  be  at  any  time  in  excess  of  $3,000,000;".

          (g)  A  new  Section  7.1(d)  is  inserted  immediately  after Section
7.1(c)  (Year-to-date  EBITDA  Levels),  to  read  in  its  entirety as follows:

          "(d) MINIMUM  EBITDA.  Permit  EBITDA  measured  on  a  calendar
quarter-end  basis  for  the  twelve month period ending on the last day of each
calendar  quarter,  to  be  less  than  (i) commencing with the calendar quarter
ending  September 30, 2004 and ending with the calendar quarter ending March 31,
2005,  $2,750,000  and (ii) commencing with the calendar quarter ending June 30,
2005  and  thereafter  $3,000,000.

          (h)  Section  11  (Definitions)  is  amended  by  inserting  the
definitions of "Fifth Amendment," "Fifth Amendment Effective Date," and "Amended
and  Restated Note," each in its appropriate alphabetical order and each to read
in  its  entirety  as  follows:

          "FIFTH  AMENDMENT" shall mean the Fifth Amendment, Consent and Waiver,
dated  as  of  August  13,  2004,  between  the  Company  and  Prudential.

          "FIFTH  AMENDMENT  EFFECTIVE  DATE" shall have the meaning ascribed to
such  term  in  the  Fifth  Amendment.

          "AMENDED  AND RESTATED NOTE" have the meaning ascribed to such term in
the  Fifth  Amendment.

          "NOTE"  shall mean each senior subordinated note delivered pursuant to
any  provision  of  this Restructuring Agreement, the Credit Facility Note, each
PIK  Note,  the  Amended  and  Restated  Note  and each senior subordinated note
delivered  in  substitution  or exchange for any other Note pursuant to any such
provision.

          (i)  The  definition  of  the  term "Restricted Payment" in Section 11
is  amended by inserting immediately after the words "paid-in-kind dividends" in
clause  (b)  of  the  proviso  thereto the words "or dividends payable in common
stock".


                                        4
<PAGE>
     SECTION 4.     CONDITIONS TO THE EFFECTIVENESS OF THIS FIFTH AMENDMENT

          This  Fifth  Amendment  shall  be  effective  as  of  the date hereof,
provided  that each of the following conditions shall have been satisfied by the
Company  or  duly  waived  by Prudential (the "Fifth Amendment Effective Date"):

          (a)     Prudential  shall  have  received  each of the following, each
executed,  dated  and  delivered  (if  applicable)  on or before August 13, 2004
(unless  otherwise  agreed by Prudential), in form and substance satisfactory to
Prudential:

                  (i)    This  Fifth Amendment, duly executed by the Company and
each  Domestic  Subsidiary  of  the  Company;

                  (ii)   The  Amended  and  Restated  Note, duly executed by the
Company;

                  (iii)  A  favorable opinion of Thompson & Knight, LLP, counsel
to  the  Transaction  Parties,  substantially  in  the form of ExhibitB attached
                                                               --------
hereto,  and  addressing  such  other  matters  incident  to  the matters herein
contemplated  as  Prudential  may  reasonably  request;  and;

                  (iv)   Such  additional  documentation  as  Prudential  may
reasonably  require.

          (b)     By  2:00  P.M. (EDT) on August 13, 2004, Prudential shall have
received  (i) the first installment under the Amended and Restated Note and (ii)
all  costs  and  expenses  of  Prudential  incurred  in  connection  with  the
transactions  contemplated  by  this Fifth Amendment and the Exchange Agreement,
including  reasonable  legal  fees  and  expenses relating to such transactions,
reasonable  expenses  incurred  in  conducting  due diligence investigations and
reviews  and  other  reasonable out-of-pocket expenses incurred by Prudential or
its  outside  counsel  in  immediately  available  funds by wire transfer to the
following  account:

                    Bank of New York
                    New York, NY
                    Account Name: Prudential Managed Account
                    ABA #021-00-018
                    Acct. #890-0304-391


          (c)  Corporate  and  Other  Proceedings.  All  corporate  and  other
proceedings,  and  all  documents,  instruments  and  other  legal  matters  in
connection  with  the transactions contemplated by this Fifth Amendment shall be
satisfactory  in  all  respects  to  Prudential;

          (d)  Representations  and  Warranties.  Each  of  the  representations
and  warranties  contained  in  Article  9  (Representations,  Covenants  and
Warranties)  of  the Restructuring Agreement, the other Note Documents or in any
certificate,  document  or financial or other statement furnished at any time or
in  connection  therewith, as amended and restated by the additional disclosures
set  forth  on  the disclosure schedules attached hereto as Exhibit C with
                                                            ---------


                                        5
<PAGE>
titles  corresponding  to  the  specific section in the Restructuring Agreement,
("Disclosure  Schedules"), shall be true and correct in all material respects on
and as of the Fifth Amendment Effective Date, in each case, as if made on and as
of  the  Fifth  Amendment  Effective  Date  and  except  to the extent that such
representations  and warranties specifically relate to a specific date, in which
case  such  representations  and  warranties  shall  be  true and correct in all
material  respects  as of such specific date; provided, however, that references
therein  to  the  "Agreement"  shall  be  deemed  to  refer to the Restructuring
Agreement  as  amended  by  the  Prior Amendments and after giving effect to the
amendments,  consents  and  waivers  set  forth  herein;  and

          (e)  No  Default  or  Event  of  Default.  After giving effect to this
Fifth  Amendment, no Default or Event of Default (except for those that may have
been  duly  waived)  shall  have  occurred  and  be  continuing.

  SECTION 5.   REPRESENTATIONS,  WARRANTIES  AND  COVENANTS

          On  and  as  of  the  date  hereof,  after giving effect to this Fifth
Amendment,  the  Company hereby represents, warrants and covenants to Prudential
as  follows:

          (a)  This  Fifth  Amendment  has  been  duly  authorized, executed and
delivered  by  the  Company  and  each  Domestic  Subsidiary  of the Company and
constitutes  a  legal,  valid  and  binding  obligation  of the Company and each
Domestic  Subsidiary  of  the  Company, enforceable against the Company and each
Domestic  Subsidiary  of  the  Company  in  accordance  with  its  terms.

          (b)  The  Amended  and  Restated  Note  has  been  duly  authorized,
executed  and  delivered  by the Company, constitutes a legal, valid and binding
obligation  of  the Company and is enforceable against the Company in accordance
with  its  terms.

          (c)  The  Restructuring  Agreement  as amended by the Prior Amendments
and after giving effect to the amendments, consents and waivers set forth herein
constitutes  the  legal,  valid  and  binding obligation of the Company and each
Domestic  Subsidiary  of  the  Company, enforceable against the Company and each
Domestic  Subsidiary  of  the  Company  in  accordance  with  its  terms.

          (d)  Subject  to  the  disclosures  set  forth  on  the  Disclosure
Schedules,  each  of  the representations and warranties contained in this Fifth
Amendment,  Article  9  (Representations,  Covenants  and  Warranties)  of  the
Restructuring  Agreement,  the  other  Note  Documents  or  in  any certificate,
document  or  financial  or  other  statement  furnished at any time under or in
connection  therewith are true and correct in all material respects on and as of
the  date  hereof,  as  if  made  on and as of the date hereof and except to the
extent  that  such  representations  and  warranties  specifically  relate  to a
specific  date,  in which case such representations and warranties shall be true
and  correct  in  all  material  respects  as  of  such specific date; provided,
however,  that references therein to the "Agreement" shall be deemed to refer to
the  Restructuring Agreement as amended by the Prior Amendments and after giving
effect  to  the  amendments,  consents  and  waivers  set  forth  herein.


                                        6
<PAGE>
          (e)  No  Default  or  Event  of Default has occurred and is continuing
(except  for  those  that  are  duly  waived).

          (f)  No  litigation  has  been commenced against any Transaction Party
seeking  to  restraint  or  enjoin  (whether  temporarily,  preliminarily  or
permanently)  the performance of any action by any Transaction Party required or
contemplated  by  this  Fifth Amendment, the Restructuring Agreement or any Note
Document,  in  each  case  as  amended  by the Prior Amendments and after giving
effect to the amendments, consents and waivers set forth herein (if applicable).

  SECTION 6.   RELEASE

          In  further  consideration  for  Prudential's  execution of this Fifth
Amendment,  the  Company  and  each  other  Transaction  Party  hereby  releases
Prudential and its respective Affiliates, officers, employees, directors, agents
and  advisors  (collectively, the "Releasees") from any and all claims, demands,
liabilities,  responsibilities,  disputes,  causes  of action (whether at law or
equity)  and  obligations  of  any  nature  whatsoever,  whether  liquidated  or
unliquidated,  known  or unknown, matured or unmatured, fixed or contingent that
any of the Transaction Parties may have against any Releasee and that arise from
or  relate  to  the  Obligations,  any Note Document or any document, dealing or
other  matter  in connection with any of the Note Documents, and any third party
liable  in  whole  or  in  part  for any of the Obligations, in each case to the
extent arising (a) on or prior to the date hereof or (b) out of, or relating to,
actions,  dealings  or  other  matters  occurring  on  or  prior the date hereof
(including,  without  limitation, any actions or inactions of any Releasee prior
to  the  date  hereof).

  SECTION  7.  EFFECT ON THE NOTE DOCUMENTS

          (a)     Upon  receipt  by Prudential of the Amended and Restated Note,
each  other  Note previously provided to Prudential shall be deemed to have been
cancelled  and  terminated.

          (b)  Except  as  expressly  amended  or waived above, all of the terms
and  provisions  of  the  Restructuring Agreement (including the Affirmative and
Negative Covenants set forth therein) and all other Note Documents are and shall
remain  in  full  force  and  effect and are hereby ratified and confirmed.  THE
COMPANY  AND  PRUDENTIAL  EXPRESSLY AGREE THAT THE PROVISIONS OF SECTION 12.8 OF
THE  RESTRUCTURING  AGREEMENT  APPLY  TO  THE  DISCLOSURE  OF INFORMATION BY THE
COMPANY  PURSUANT  TO  THIS  FIFTH  AMENDMENT.

          (c)  The  execution,  delivery  and  effectiveness  of  this  Fifth
Amendment shall not, except as expressly provided herein, operate as a waiver of
any  right,  power  or remedy of Prudential under any of the Note Documents, nor
constitute  a  waiver  or  amendment  of  any other provision of any of the Note
Documents  or  for  any  purpose  except  as  expressly  set  forth  herein.

          (d)  This  Fifth  Amendment  is  a  Note  Document.


                                        7
<PAGE>
  SECTION 8.   CONSENT  OF  DOMESTIC  SUBSIDIARIES

          Each  Domestic Subsidiary of the Company hereby consents to this Fifth
Amendment  and  agrees  that  the  terms  hereof shall not affect in any way its
obligations  and  liabilities under the Note Documents (as amended and otherwise
expressly  modified  hereby),  all  of  which  obligations and liabilities shall
remain  in  full  force  and  effect  and each of which is hereby reaffirmed (as
amended  and  otherwise  expressly  modified  hereby).

  SECTION 9.   EXECUTION IN COUNTERPARTS

          This Fifth Amendment may be executed in any number of counterparts and
by  different  parties  in separate counterparts, each of which when so executed
shall  be  deemed  to  be  an  original  and  all  of which taken together shall
constitute  one  and  the  same agreement.  Signature pages may be detached from
multiple  separate counterparts and attached to a single counterpart so that all
signature  pages  are  attached  to  the same document.  Delivery of an executed
counterpart  by  telecopy  shall be effective as delivery of a manually executed
counterpart  of  this  Fifth  Amendment.

  SECTION 10.  GOVERNING LAW

          This  Fifth Amendment shall be governed by and construed in accordance
with  the  law  of  the  State  of  New  York.

  SECTION 11.  SECTION TITLES

          The  section titles contained in this Fifth Amendment are and shall be
without substantive meaning or content of any kind whatsoever and are not a part
of  the  agreement  between  the parties hereto, except when used to reference a
section.  Any  reference  to the number of a clause, sub-clause or subsection of
any  Note  Document  immediately  followed  by a reference in parenthesis to the
title of the section of such Note Document containing such clause, sub-clause or
subsection  is  a  reference to such clause, sub-clause or subsection and not to
the  entire section; provided, however, that, in case of direct conflict between
the  reference to the title and the reference to the number of such section, the
reference  to the title shall govern absent manifest error.  If any reference to
the  number  of  a  section  (but  not  to  any clause, sub-clause or subsection
thereof)  of  any  Note  Document  is  followed  immediately  by  a reference in
parenthesis  to the title of a section of any Note Document, the title reference
shall  govern  in  case  of  direct  conflict  absent  manifest  error.

  SECTION 12.  NOTICES

          All communications and notices hereunder shall be given as provided in
the  Restructuring  Agreement  or, as the case may be, the Subordinated Guaranty
Agreement.

  SECTION 13.  SEVERABILITY

          The  fact  that  any term or provision of this Fifth Amendment is held
invalid,  illegal  or  unenforceable  as  to  any person in any situation in any
jurisdiction  shall  not  affect the


                                        8
<PAGE>
validity, enforceability or legality of the remaining terms or provisions hereof
or  the validity, enforceability or legality of such offending term or provision
in  any  other  situation  or  jurisdiction  or  as  applied  to  any  person.

  SECTION 14.  SUCCESSORS

          The  terms  of  this  Fifth Amendment shall be binding upon, and shall
inure  to the benefit of, the parties hereto and their respective successors and
assigns.

  SECTION 15.  WAIVER OF JURY TRIAL

          Each  of  the  parties  hereto irrevocably waives trial by jury in any
action  or  proceeding  with  respect  to This Fifth Amendment or any other Note
Document.

                            [SIGNATURE PAGES FOLLOW]


                                        9
<PAGE>
          IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  This  Fifth
Amendment  to  be  executed  by  their  respective officers and general partners
thereunto  duly  authorized  on  the  date  first  written  above.

                    Boots  &  Coots  International  Well  Control,  Inc.,


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

                    The  Prudential  Insurance  Company  of  America,


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



Acknowledged  and  Agreed  by:

Domestic  Subsidiaries:

Boots  &  Coots  Special  Services,  Inc.

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

Elmagco,  Inc.

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

Hell  Fighters,  Inc.

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


<PAGE>
IWC  Engineering,  Inc.

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

IWC  Services,  Inc.

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


Boots  &  Coots  Services,  Inc.

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


<PAGE>
                                                                      SCHEDULE A


                                 DIVIDEND AMOUNT




Security                         Dividend Due              Accrual Date

Senior Preferred Series E         $312,865.20                 8/13/2004

Senior Preferred Series G         $264,447.42                12/31/2003


<PAGE>
                                                                       EXHIBIT A

                                               FORM OF AMENDED AND RESTATED NOTE


                 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.

                  AMENDED AND RESTATED SENIOR SUBORDINATED NOTE

$9,635,042                                                     July 1, 2004
                                                         New York, New York

          FOR  VALUE RECEIVED, the undersigned, BOOTS & COOTS INTERNATIONAL WELL
CONTROL,  INC.  (the  "COMPANY"), a corporation organized and existing under the
laws  of  the  State  of  Delaware,  hereby  promises  to  pay to THE PRUDENTIAL
INSURANCE  COMPANY  OF AMERICA, or registered assigns, the principal sum of NINE
MILLION  SIX  HUNDRED  THIRTY-FIVE  THOUSAND  FORTY  TWO DOLLARS ($9,635,042) in
twenty  two  (22)  consecutive  installments  in  the  amounts  set forth in the
Restructuring  Agreement  referred  to  below, commencing on August 13, 2004 and
continuing  until  December  31,  2009.

               The  Company  promises  to  pay  interest on the unpaid principal
amount  of this Note from the date hereof until such principal amount is paid in
full, at such interest rates, and payable at such times, as are specified in the
Restructuring Agreement.  Interest as aforesaid shall be (a) at a rate of twelve
percent  (12%)  per  annum,  (b)  be  computed  on  the  basis of a 360-day year
comprised  of  twelve  30-day  month  and  (c) payable (i) quarterly on the last
business  day  of  September,  December, March and June in each year, commencing
with  September 30, 2004, (ii) upon the maturity of any portion of the principal
amount  thereof  as listed on clause (a) of Section 2 of the Fifth Amendment and
(iii)  if  not  previously  paid  in full, on demand from and after the time the
outstanding  principal  thereunder  becomes  due  and  payable  (whether  by
acceleration  or  otherwise).  So  long  as  an  Event of Default is continuing,
interest  on  the  unpaid  balance  of  this  Note,  and  any overdue payment of
interest,  payable  quarterly  as aforesaid (or, at the option of the registered
holder  hereof,  on  demand), shall accrue at a rate per annum from time to time
equal  to  the lesser of (a) the maximum rate permitted by applicable law or (b)
the  greater  of (i) 2% above the rate of interest publicly approved by The Bank
of  New  York  at  its  prime  rate  or  (ii)  fourteen  percent  (14.0%).

          Payments  of  principal of and interest on this Note are to be made at
the  main office of The Bank of New York in New York City or at such other place
as  the holder hereof shall designate to the Company in writing, in lawful money
of  the  United  States  of  America.

          This  Note  is  issued  pursuant  to a Subordinated Note Restructuring
Agreement,  dated  as  of  December  28,  2000  (as  such  agreement is amended,
supplemented, restated or otherwise modified from time to time, including by the
Fifth  Amendment,  the  "RESTRUCTURING  AGREEMENT"), between the Company and The
Prudential  Insurance  Company  of  America,  and  is  entitled  to the benefits
thereof.  Capitalized  terms  used  and  not  otherwise  defined herein have the
meanings  assigned  to  them  in  the  Restructuring  Agreement.

          This  Note  is a registered Note and, as provided in the Restructuring
Agreement,  upon  surrender  of  this  Note  for  registration of transfer, duly
endorsed,  or  accompanied by a written instrument of transfer duly executed, by
the  registered  holder  hereof  or  such  holder's  attorney duly authorized in
writing, a new Note of like tenor for a like principal amount will be issued to,
and  registered  in  the  name


                                      A-1
<PAGE>
of,  the  transferee. Prior to due presentment for registration of transfer, the
Company  may treat the person in whose name this Note is registered as the owner
hereof  for the purpose of receiving payment and for all other purposes, and the
Company  shall  not  be  affected  by  any  notice  to  the  contrary.

          If  an  Event  of  Default  shall occur following the date hereof, the
principal  of  this  Note may be declared or otherwise become due and payable in
the  manner  and  with  the  effect  provided  in  the  Restructuring Agreement.

          The  Company, and the purchaser and the registered holder of this Note
specifically  intend  and  agree  to  limit contractually the amount of interest
payable  under this Note to the maximum amount of interest lawfully permitted to
be  charged  under  applicable  law.  Therefore,  none of the terms of this Note
shall ever be construed to create a contract to pay interest at a rate in excess
of  the  maximum  rate permitted to be charged under applicable law, and neither
the  Company nor any other party liable or to become liable hereunder shall ever
be  liable for interest in excess of the amount determined at such maximum rate,
and the provisions of Section 12.16 of the Restructuring Agreement shall control
over  any  contrary  provision  of  this  Note.

          THIS  NOTE  IS  INTENDED  TO BE PERFORMED IN THE STATE OF NEW YORK AND
SHALL  BE  CONSTRUED  AND  ENFORCED  IN  ACCORDANCE  WITH THE LAW OF SUCH STATE.

               BOOTS  &  COOTS  INTERNATIONAL  WELL  CONTROL,  INC.


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


                                      A-2
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                                                                       EXHIBIT B

                                                                 FORM OF OPINION

                                   (Attached)


<PAGE>
                                                                       EXHIBIT C

                              DISCLOSURE SCHEDULES

                                   (Attached)


<PAGE>