EXHIBIT 4.1



                 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.

                          2004 LONG TERM INCENTIVE PLAN

1.   PURPOSE  OF  THE  PLAN

     This  2004 Long Term Incentive Plan is intended to promote the interests of
Boots  &  Coots  International  Well  Control, Inc., a Delaware corporation (the
"Company"),  by providing the employees and long term consultants of the Company
largely responsible for the management, growth and protection of the business of
the  Company,  with  an  ownership  stake  in  the  Company.

2.   DEFINITIONS

     As used in the Plan, the following definitions apply to the terms indicated
below:

          (a)  "Board  of  Directors"  shall  mean the Board of Directors of the
Company.

          (b)  "Cause,"  when  used  in  connection  with  the  termination of a
Participant's  employment  or  service  (in  the  case of a consultant) with the
Company,  shall  mean the termination of the Participant's employment or service
by  the Company by reason of (i) the conviction of the Participant by a court of
competent  jurisdiction  as  to  which no further appeal can be taken of a crime
involving  moral  turpitude; (ii) the proven commission by the Participant of an
act of fraud upon the Company; (iii) the proven misappropriation of any funds or
property  of  the  Company  by  the Participant; (iv) the willful, continued and
unreasonable  failure  by  the Participant to perform duties assigned to him and
appropriate  for  his position; (v) the knowing engagement by the Participant in
any  direct,  material  conflict of interest with the Company without compliance
with the Company's conflict of interest policy, if any, then in effect; (vi) the
knowing engagement by the Participant, without the written approval of the Board
of Directors, in any activity which competes with the business of the Company or
which  would  result  in  a material injury to the Company; or (vii) the knowing
engagement  in  any  activity which would constitute a material violation of the
provisions  of  the  Company's  Policies  and Procedures Manual, if any, then in
effect.

          (c)  "Cash  Bonus"  shall  mean  an  award  of a bonus payable in cash
pursuant  to  Section  10  hereof.

          (d)  "Change  in  Control"  shall  mean:

                    (i)  a  "change  in control" of the Company, as that term is
               contemplated  in  the  federal  securities  laws;  or

                    (ii)  the  occurrence  of  any  of  the  following  events:

          (A)  any  Person  becomes,  after  the effective date of this Plan the
          "beneficial  owner"  (as  defined  in Rule 13d-3 promulgated under the
          Exchange  Act),  directly  or indirectly, of securities of the Company
          representing  50.1%  or  more  of  the  combined  voting  power of the
          Company's  then outstanding securities; provided, that the acquisition
          of  additional  voting  securities,  after  the effective date of this
          Plan, by any Person who is, as of the effective date of this Plan, the
          beneficial  owner,  directly  or  indirectly,  of 50.1% or more of the
          combined  voting  power  of the Company's then outstanding securities,
          shall not constitute a "Change in Control" of the Company for purposes
          of  this  Section  2(d);

          (B)  a  majority  of  individuals  who  are  nominated by the Board of
          Directors  for election to the Board of Directors on any date, fail to
          be elected to the Board of Directors as a direct or indirect result of
          any  proxy  fight  or contested election for positions on the Board of
          Directors;  or

          (C)  the  sale,  lease,  transfer  or  other  disposition  of  all  or
          substantially  all  of  the  assets  of  the  Company (other than to a
          wholly-owned  subsidiary  of  the  Company).

          (e)  "Code"  shall  mean the Internal Revenue Code of 1986, as amended
     from  time  to  time.


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          (f)  "Committee" shall mean the Compensation Committee of the Board of
     Directors  or  such other committee as the Board of Directors shall appoint
     from  time  to  time  to  administer  the  Plan.

          (g)  "Common  Stock"  shall mean the Company's Common Stock, par value
     $.00001  per  share.

          (h)  "Company"  shall  mean  Boots & Coots International Well Control,
     Inc., a Delaware corporation, each of its Subsidiaries, and its successors.

          (i)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
     amended  from  time  to  time.

          (j)  The  "Fair  Market  Value" of a share of Common Stock on any date
     shall  be  (i) the closing sale price on the immediately preceding business
     day  of  a  share  of  Common Stock as reported on the principal securities
     exchange  on  which  shares  of Common Stock are then listed or admitted to
     trading  or  (ii)  if  not  so reported, the average of the closing bid and
     asked  prices  for  a  share  of  Common Stock on the immediately preceding
     business  day  as  quoted on the National Association of Securities Dealers
     Automated  Quotation  System  ("NASDAQ"), or (iii) if not quoted on NASDAQ,
     the average of the closing bid and asked prices for a share of Common Stock
     as  quoted by the National Quotation Bureau's "Pink Sheets" or the National
     Association  of Securities Dealers' OTC Bulletin Board System. If the price
     of  a share of Common Stock shall not be so reported, the Fair Market Value
     of  a  share  of  Common  Stock shall be determined by the Committee in its
     absolute  discretion.

          (k)  "Incentive  Award"  shall  mean  an Option, a share of Restricted
     Stock,  a  share  of  Phantom  Stock,  a  Stock Bonus or Cash Bonus granted
     pursuant  to  the  terms  of  the  Plan.

          (l)  "Incentive  Stock  Option"  shall  mean  an  Option  which  is an
     "incentive  stock option" within the meaning of Section 422 of the Code and
     which  is identified as an Incentive Stock Option in the agreement by which
     it  is  evidenced.

          (m)  "Issue  Date" shall mean the date established by the Committee on
     which  certificates representing shares of Restricted Stock shall be issued
     by  the  Company  pursuant  to  the  terms  of  Section  7(d)  hereof.

          (n)  "Non-Qualified Stock Option" shall mean an Option which is not an
     Incentive  Stock  Option  and  which is identified as a Non-Qualified Stock
     Option  in  the  agreement  by  which  it  is  evidenced.

          (o)  "Option"  shall mean an option to purchase shares of Common Stock
     of  the  Company granted pursuant to Section 6 hereof. Each Option shall be
     identified  as  either  an  Incentive Stock Option or a Non-Qualified Stock
     Option  in  the  agreement  by  which  it  is  evidenced.

          (p)  "Participant"  shall  mean  a  full-time employee or a consultant
     (whether  full  or part time) of the Company who is eligible to participate
     in the Plan and to whom an Incentive Award is granted pursuant to the Plan.

          (q)  "Person"  shall mean a "person," as such term is used in Sections
     13(d)  and  14(d)  of  the  Exchange  Act, and the rules and regulations in
     effect  from  time  to  time  thereunder.

          (r) A share of "Phantom Stock" shall represent the right to receive in
     cash the Fair Market Value of a share of Common Stock of the Company, which
     right  is granted pursuant to Section 8 hereof and subject to the terms and
     conditions  contained  therein.

          (s)  "Plan"  shall  mean the Boots & Coots International Well Control,
     Inc.  2004  Long  Term  Incentive  Plan  as  amended  from  time  to  time.

          (t)  "Qualified  Domestic  Relations  Order"  shall  mean  a qualified
     domestic relations order as defined in the Code, in Title I of the Employee
     Retirement  Income  Security Act, or in the rules and regulations as may be
     in  effect  from  time  to  time  thereunder.

          (u)  A  share of "Restricted Stock" shall mean a share of Common Stock
     which  is  granted  pursuant  to the terms of Section 7 hereof and which is
     subject to the restrictions set forth in Section 7(c) hereof for so long as
     such  restrictions  continue  to  apply  to  such  share.


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          (v) "Securities Act" shall mean the Securities Act of 1933, as amended
     from  time  to  time.

          (w)  "Stock  Bonus" shall mean a grant of a bonus payable in shares of
     Common  Stock  pursuant  to  Section  9  hereof.

          (x) "Subsidiary" or "Subsidiaries" shall mean any and all corporations
     in  which  at  the pertinent time the Company owns, directly or indirectly,
     stock  vested  with  50%  or more of the total combined voting power of all
     classes  of stock of such corporations within the meaning of Section 424(f)
     of  the  Code.

          (y) "Vesting Date" shall mean the date established by the Committee on
     which  a  share  of  Restricted  Stock  or  Phantom  Stock  may  vest.

3.   STOCK  SUBJECT  TO  THE  PLAN

     Under  the  Plan, the Committee may grant to Participants (i) Options, (ii)
shares  of  Restricted  Stock, (iii) shares of Phantom Stock, (iv) Stock Bonuses
and  (v)  Cash  Bonuses.

     The  Committee  may  grant  Options,  shares of Restricted Stock, shares of
Phantom  Stock  and  Stock  Bonuses  under  the Plan with respect to a number of
shares  of  Common  Stock  that  in  the  aggregate  at any time does not exceed
6,000,000  shares of Common Stock; provided, however, that the maximum number of
shares  of  Common  Stock for which Options may be granted under the Plan to any
one  Participant  during  a  calendar  year  shall  be  1,000,000.

     The  grant  of a Cash Bonus shall not reduce the number of shares of Common
Stock  with  respect  to  which  Options,  shares of Restricted Stock, shares of
Phantom  Stock  or  Stock  Bonuses  may  be  granted  pursuant  to  the  Plan.

     If  any  outstanding  Option  expires,  terminates  or  is canceled for any
reason,  the  shares  of Common Stock subject to the unexercised portion of such
Option  shall  again  be  available  for grant under the Plan.  If any shares of
Restricted  Stock  or  Phantom Stock, or any shares of Common Stock granted in a
Stock Bonus are forfeited or canceled for any reason, such shares shall again be
available  for  grant  under  the  Plan.

     Shares  of Common Stock issued under the Plan may be either newly issued or
treasury  shares,  at  the  discretion  of  the  Committee.

4.   ADMINISTRATION  OF  THE  PLAN

     The  Plan  shall  be  administered by a Committee of the Board of Directors
consisting of two or more persons, all of whom shall be both (i) a "Non-Employee
Director"  within  the  meaning of Rule 16b-3 promulgated under the Exchange Act
and (ii) an "outside director" within the meaning of the definition of such term
as  contained in Treasury Regulation Section 1.162-27(e)(3) interpreting Section
162(m)  of  the  Code,  or  any  successor definitions that may be adopted.  The
members  of  the  Committee  shall  be appointed from time to time by, and shall
serve  at  the  discretion of, the Board of Directors.  The Committee shall from
time to time designate the employees and consultants of the Company who shall be
granted  Incentive  Awards  and  the  amount  and type of such Incentive Awards.

     The  Committee  shall have full authority to administer the Plan, including
authority  to  interpret and construe any provision of the Plan and the terms of
any  Incentive Award issued under it and to adopt such rules and regulations for
administering  the  Plan  as  it may deem necessary.  Decisions of the Committee
shall  be  final  and  binding  on  all  parties.

     The  Committee  may,  in its absolute discretion (i) accelerate the date on
which  any  Option  granted  under the Plan becomes exercisable, (ii) extend the
date  on which any Option granted under the Plan ceases to be exercisable, (iii)
accelerate  the  Vesting  Date  or  Issue  Date,  or waive any condition imposed
pursuant  to  Section 7(b) hereof, with respect to any share of Restricted Stock
granted  under  the  Plan  and  (iv)  accelerate  the  Vesting Date or waive any
condition  imposed  pursuant  to  Section 8 hereof, with respect to any share of
Phantom  Stock  granted  under  the  Plan.

     In addition, the Committee may, in its absolute discretion, grant Incentive
Awards  to Participants on the condition that such Participants surrender to the
Committee  for  cancellation  such  other  Incentive  Awards (including, without
limitation,  Incentive


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Awards  with higher exercise prices) as the Committee specifies. Notwithstanding
Section  3  hereof,  Incentive  Awards  granted on the condition of surrender of
outstanding  Incentive  Awards  shall  not count against the limits set forth in
such  Section  3  until  such  time  as  such  Incentive Awards are surrendered.

     Whether  an  authorized  leave  of  absence,  or  absence  in  military  or
government  service, shall constitute termination of employment or service shall
be  determined  by  the  Committee  in  its  absolute  discretion.

     No  member  of  the  Committee shall be liable for any action, omission, or
determination  relating  to  the  Plan, and the Company shall indemnify and hold
harmless each member of the Committee and each other director or employee of the
Company  to  whom  any  duty  or  power  relating  to  the  administration  or
interpretation  of  the  Plan  has  been  delegated from and against any cost or
expense  (including  attorneys'  fees)  or  liability (including any sum paid in
settlement  of  a  claim  with the approval of the Committee) arising out of any
action,  omission or determination relating to the Plan, unless, in either case,
such  action,  omission  or  determination  was  taken  or  made by such member,
director  or  employee in bad faith and without reasonable belief that it was in
the  best  interests  of  the  Company.

5.   ELIGIBILITY

     The  persons  who shall be eligible to receive Incentive Awards pursuant to
the Plan shall be such full-time employees and consultants (whether full or part
time)  of the Company as the Committee, in its absolute discretion, shall select
from time to time.  Notwithstanding the generality of the foregoing, no employee
or  consultant  of  the  Company  shall  be eligible to receive Incentive Awards
pursuant  to  this  Plan if such person is also entitled to receive an Incentive
Award  under  the  terms  of  his  employment  or  consulting agreement with the
Company,  or  any  specialty  long  term  incentive plan or incentive stock plan
adopted after the date hereof, unless such employment or consulting agreement or
specialty  plan  expressly  provides  otherwise.

6.   OPTIONS

     The  Committee  may grant Options pursuant to the Plan, which Options shall
be evidenced by agreements in such form as the Committee shall from time to time
approve.  Options  shall  comply  with and be subject to the following terms and
conditions:

     (a)  Identification  of  Options

          All  Options granted under the Plan shall be clearly identified in the
agreement  evidencing  such  Options  as  either  Incentive  Stock Options or as
Non-Qualified  Stock  Options.  Consultants  shall  not  be  entitled to receive
Incentive  Stock  Options.

     (b)  Exercise  Price

          The exercise price of any Non-Qualified Stock Option granted under the
Plan  shall  be such price as the Committee shall determine on the date on which
such Non-Qualified Stock Option is granted; provided, that such price may not be
less  than  the greater of (i) 50% of the Fair Market Value of a share of common
Stock  on  the  date on which such Non-Qualified Stock Option is granted or (ii)
the  minimum  price required by law.  Except as provided in Section 6(d) hereof,
the exercise price of any Incentive Stock Option granted under the Plan shall be
not  less  than  100% of the Fair Market Value of a share of Common Stock on the
date  on  which  such  Incentive  Stock  Option  is  granted.

     (c)  Term  and  Exercise  of  Options

          (1)  Each  Option  shall  be exercisable on such date or dates, during
such period and for such number of shares of Common Stock as shall be determined
by the Committee on the day on which such Option is granted and set forth in the
agreement  evidencing  the  Option;  provided,  however, that no Option shall be
exercisable  after  the  expiration  of  ten years from the date such Option was
granted;  and,  provided,  further, that each Option shall be subject to earlier
termination,  expiration  or  cancellation  as  provided  in  the  Plan.

          (2)  Each Option shall be exercisable in whole or in part with respect
to  whole  shares  of Common Stock.  The partial exercise of an Option shall not
cause  the  expiration,  termination  or  cancellation  of the remaining portion
thereof.  Upon  the partial exercise of an Option, the agreement evidencing such
Option shall be returned to the Participant exercising such Option together with
the delivery of the certificates described in Section 6(c)(5) hereof.


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          (3)  An  Option  shall  be  exercised  by  delivering  notice  to  the
Company's  principal  office,  to  the attention of its Secretary, no fewer than
five  business  days  in advance of the effective date of the proposed exercise.
Such  notice  shall be accompanied by the agreement evidencing the Option, shall
specify the number of shares of Common Stock with respect to which the Option is
being  exercised  and  the effective date of the proposed exercise, and shall be
signed by the Participant.  The Participant may withdraw such notice at any time
prior  to  the  close  of business on the business day immediately preceding the
effective  date  of the proposed exercise, in which case such agreement shall be
returned  to  the Participant. Payment for shares of Common Stock purchased upon
the  exercise of  an Option shall be made on the effective date of such exercise
either (i) in cash, by certified check, bank cashier's check or wire transfer or
(ii)  subject  to  the  approval  of  the  Committee,  by  tendering  previously
acquired nonforfeitable, unrestricted shares of Common Stock that have been held
by  the  Participant  for  at  least  six months and that have an aggregate Fair
Market  Value  at  the  time  of  exercise  equal  to  the  total exercise price
(including  an actual or deemed multiple series of exchanges of such shares), or
(iii)  partly  in  shares of Common Stock with the balance in cash, by certified
check,  bank  cashier's check or wire transfer.  Any payment in shares of Common
Stock  shall  be effected by the delivery of such shares to the Secretary of the
Company,  duly endorsed in blank or accompanied by stock powers duly executed in
blank,  together  with any other documents and evidences as the Secretary of the
Company  shall  require  from  time  to  time.

          (4)  Any  Option  granted  under  the  Plan  may  be  exercised  by  a
broker-dealer  acting  on  behalf  of a Participant if (i) the broker-dealer has
received  from  the  Participant  or  the  Company  a  duly  endorsed  agreement
evidencing such Option and instructions signed by the Participant requesting the
Company  to  deliver  the  shares  of Common Stock subject to such Option to the
broker-dealer on behalf of the Participant and specifying the account into which
such  shares  should  be  deposited,  (ii) adequate provision has been made with
respect  to  the  payment  of  any withholding taxes due upon such exercise, and
(iii) the broker-dealer and the Participant have otherwise complied with Section
220.3(e)(4)  of  Regulation  T,  12  CFR  Part  220.

          (5)  Certificates  for  shares  of  Common  Stock  purchased  upon the
exercise  of  an  Option  shall  be  issued  in  the name of the Participant and
delivered to the Participant as soon as practicable following the effective date
on which the Option is exercised; provided, however, that such delivery shall be
effected  for all purposes when a stock transfer agent of the Company shall have
deposited  such  certificates  in  the  United  States  mail,  addressed  to the
Participant.

          (6)  During  the  lifetime of a Participant each Option granted to him
shall  be exercisable only by him. No Option shall be assignable or transferable
otherwise  than  by  will  or  by  the  laws  of  descent  and  distribution.

     (d)  Limitations  on  Grant  of  Incentive  Stock  Options

          (1)  The  aggregate  Fair  Market Value of shares of Common Stock with
respect  to  which "incentive stock options" (within the meaning of Section 422,
without regard to Section 422(d) of the Code) are exercisable for the first time
by  a  Participant  during any calendar year under the Plan (and any other stock
option  plan  of the Company, or any subsidiary of the Company) shall not exceed
$100,000.  Such  Fair  Market  Value shall be determined as of the date on which
each  such  Incentive  Stock  Option  is granted.  If such aggregate Fair Market
Value  of shares of Common Stock underlying such Incentive Stock Options exceeds
$100,000,  then  Incentive  Stock  Options granted hereunder to such Participant
shall,  to the extent and in the order required by Regulations promulgated under
the Code (or any other authority having the force of Regulations), automatically
be  deemed to be Non-Qualified Stock Options, but all other terms and provisions
of  such  Incentive Stock Options shall remain unchanged. In the absence of such
Regulations  (and  authority),  or if such Regulations (or authority) require or
permit  a  designation  of the options which shall cease to constitute Incentive
Stock  Options,  Incentive Stock Options shall, to the extent of such excess and
in  the  order  in  which  they  were  granted,  automatically  be  deemed to be
Non-Qualified  Stock  Options,  but  all  other  terms  and  provisions  of such
Incentive  Stock  Options  shall  remain  unchanged.

          (2)  No  Incentive Stock Option may be granted to an individual if, at
the  time  of  the  proposed grant, such individual owns, directly or indirectly
(based  on the attribution rules in Section 424(d) of the Code) stock possessing
more than ten percent of the total combined voting power of all classes of stock
of the Company or any of its subsidiaries, unless (i) the exercise price of such
Incentive  Stock  Option is at least 110% of the Fair Market Value of a share of
Common  Stock  at  the time such Incentive Stock Option is granted and (ii) such
Incentive  Stock  Option  is  not exercisable after the expiration of five years
from  the  date  such  Incentive  Stock  Option  is  granted.

     (e)  Effect  of  Termination  of  Employment  or  Service


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          (1)  If  the  employment  or service of a Participant with the Company
shall  terminate  for  any  reason  other  than  Cause,  "permanent  and  total
disability"  (within the meaning of Section 22(e)(3) of the Code), the voluntary
retirement of an employee in accordance with the Company's  retirement policy as
then  in  effect, the death of the Participant, then (i) Options granted to such
Participant,  to  the  extent  that  they were exercisable at  the  time of such
termination,  shall  remain  exercisable until the expiration of one month after
such  termination,  on which date they shall expire, and (ii) Options granted to
such  Participant,  to the extent that they  were not exercisable at the time of
such  termination,  shall  expire  at  the close of business on the date of such
termination;  provided,  however,  that no Option shall be exercisable after the
expiration  of  its  term.

          (2)  If  the  employment  or service of a Participant with the Company
shall  terminate as a result of the "permanent and total disability" (within the
meaning  of  Section  22(e)(3)  of  the  Code) of the Participant, the voluntary
retirement  of an employee in accordance with the Company's retirement policy as
then  in  effect,  or  the death of the Participant, then (i) Options granted to
such  Participant, to the extent that they were exercisable at the  time of such
termination,  shall  remain  exercisable  until the expiration of one year after
such  termination, on which date they shall  expire, and (ii) Options granted to
such  Participant,  to  the extent that they were not exercisable at the time of
such  termination,  shall  expire  at  the close of business on the date of such
termination;  provided,  however,  that no Option shall be exercisable after the
expiration  of  its  term.

          (3)  In  the event of the termination of a Participant's employment or
service  for  Cause,  all  outstanding Options granted to such Participant shall
expire  at  the  commencement  of  business  on  the  date  of such termination.

     (f)  Acceleration  of  Exercise  Date  Upon  Change  in  Control

     Upon the occurrence of a Change in Control and termination of employment of
Participant within one year of such Change in Control, each Option granted under
the  Plan  and  outstanding  at  such  time  shall  become fully and immediately
exercisable  and  shall  remain exercisable until its expiration, termination or
cancellation  pursuant  to  the  terms  of  the  Plan.

7.   RESTRICTED  STOCK

     The  Committee  may  grant shares of Restricted Stock pursuant to the Plan.
Each  grant  of shares of Restricted Stock shall be evidenced by an agreement in
such  form  as  the  Committee  shall  from time to time approve.  Each grant of
shares  of  Restricted  Stock  shall comply with and be subject to the following
terms  and  conditions:

     (a)  Issue  Date  and  Vesting  Date

     At the time of the grant of shares of Restricted Stock, the Committee shall
establish  an Issue Date or Issue Dates and a Vesting Date or Vesting Dates with
respect  to  such  shares. The Committee may divide such shares into classes and
assign  a  different  Issue  Date  and/or Vesting Date for each class. Except as
provided in Sections 7(c) and 7(f) hereof, upon the occurrence of the Issue Date
with  respect  to a share of Restricted Stock, a share of Restricted Stock shall
be  issued  in  accordance with the  provisions of Section 7(d) hereof. Provided
that  all  conditions  to  the  vesting  of  a share of Restricted Stock imposed
pursuant  to  Section  7(b)  hereof  are  satisfied,  and except as provided  in
Sections  7(c)  and  7(f) hereof, upon the occurrence of the Vesting  Date  with
respect  to  a  share  of  Restricted  Stock,  such  share  shall  vest  and the
restrictions  of  Section  7(c)  hereof  shall  cease to apply  to  such  share.

     (b)  Conditions  to  Vesting

      At  the time of the grant of shares of Restricted Stock, the Committee may
impose  such  restrictions  or  conditions, not inconsistent with the provisions
hereof,  to  the  vesting  of such shares as it in its absolute discretion deems
appropriate.  By way of example and not by way of limitation,  the Committee may
require,  as  a  condition  to  the vesting of any class or classes of shares of
Restricted  Stock,  that  the  Participant  or  the  Company  achieve  certain
performance criteria, such criteria to be specified by the Committee at the time
of  the  grant  of  such  shares.

     (c)  Restrictions  on  Transfer  Prior  to  Vesting

     Prior  to  the  vesting  of  a  share of Restricted Stock, no transfer of a
Participant's  rights  with  respect  to  such  share,  whether  voluntary  or
involuntary,  by  operation  of law or otherwise, shall vest the transferee with
any interest or right in or with respect to such share, but immediately upon any
attempt  to  transfer  such  rights,  such  share, and all of the rights related
thereto,  shall be forfeited by the Participant and the transfer shall  be of no
force  or  effect.


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     (d)  Issuance  of  Certificates

          (1)  Except  as  provided  in Sections 7(c) or 7(f) hereof, reasonably
promptly  after  the Issue Date with respect to shares of Restricted Stock,  the
Company  shall cause to be issued a stock certificate, registered in the name of
the  Participant  to  whom  such  shares  were granted, evidencing  such shares;
provided,  however,  that  the Company shall not cause to be issued such a stock
certificates  unless  it  has received a stock power duly endorsed in blank with
respect  to  such  shares.  Each such stock certificate shall bear the following
legend:

               "The  transferability  of  this  certificate  and  the  shares of
stock  represented  hereby  are  subject  to  the  restrictions,  terms  and
conditions  (including forfeiture and restrictions against  transfer)  contained
in  the Boots & Coots International Well Control, Inc.--2004 Long Term Incentive
Plan  and  an Agreement entered into between the registered owner of such shares
and  Boots  &  Coots  International  Well  Control,  Inc. A copy of the Plan and
Agreement  is  on  file  in  the  office  of  the  Secretary  of  Boots  & Coots
International  Well Control, Inc., 11615 N. Houston Rosslyn Road, Houston, Texas
77086."

     Such  legend  shall  not  be  removed  from the certificate evidencing such
shares  until  such  shares  vest  pursuant  to  the  terms  hereof.

     (2) Each certificate issued pursuant to Paragraph 7 (d)(1) hereof, together
with  the  stock  powers relating to the shares of Restricted Stock evidenced by
such  certificate,  shall be held by the Company. The Company shall issue to the
Participant  a  receipt  evidencing  the  certificates  held  by  it  which  are
registered  in  the  name  of  the  Participant.

     (e)  Consequences  Upon  Vesting

      Upon  the  vesting  of  a  share of Restricted Stock pursuant to the terms
hereof,  the  restrictions  of  Section 7(c) hereof shall cease to apply to such
share.  Reasonably  promptly after a share of Restricted Stock vests pursuant to
the  terms  hereof,  the  Company  shall cause to be issued and delivered to the
Participant  to  whom  such  shares  were granted, a certificate evidencing such
share,  free of the legend set forth in Paragraph 7 (d)(1) hereof, together with
any  other  property of the Participant held by Company pursuant to Section 7(d)
hereof;  provided,  however,  that  such  delivery  shall  be  effected  for all
purposes  when  the  Company  shall  have  deposited  such certificate and other
property  in  the  United  States  mail,  addressed  to  the  Participant.

     (f)  Effect  of  Termination  of  Employment  or  Service

          (1)  If  the  employment  or service of a Participant with the Company
shall  terminate  for any reason other than Cause prior to the vesting of shares
of  Restricted  Stock  granted to such Participant, a portion of such shares, to
the extent not forfeited or canceled on or prior to such termination pursuant to
any  provision  hereof, shall vest on the date of such termination.  The portion
referred  to  in  the preceding sentence shall be determined by the Committee at
the time of the grant of such shares of Restricted Stock and may be based on the
achievement  of  any  conditions  imposed  by the Committee with respect to such
shares  pursuant  to  Section  7(b).  Such  portion  may  equal  zero.

          (2)  In  the event of the termination of a Participant's employment or
service  for  Cause,  all shares of Restricted Stock granted to such Participant
which  have  not  vested as of the date of such termination shall immediately be
forfeited.

     (g)  Effect  of  Change  in  Control

     Upon the occurrence of a Change in Control and termination of employment of
Participant  within one year of such Change in Control, all shares of Restricted
Stock  which  have not theretofore vested (including those with respect to which
the  Issue  Date  has  not  yet  occurred)  shall  immediately  vest.

8.   PHANTOM  STOCK

     The Committee may grant shares of Phantom Stock pursuant to the Plan.  Each
grant of shares of Phantom Stock shall be evidenced by an agreement in such form
as  the  Committee  shall  from  time  to time approve.  Each grant of shares of
Phantom  Stock  shall  comply  with  and  be  subject to the following terms and
conditions:

     (a)  Vesting  Date


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          At  the  time  of  the grant of shares of Phantom Stock, the Committee
shall establish a Vesting Date or Vesting Dates with respect to such shares. The
Committee  may  divide  such  shares into classes and assign a different Vesting
Date  for  each class. Provided that all conditions to the vesting of a share of
Phantom  Stock imposed pursuant to Section 8(c) hereof are satisfied, and except
as provided in Section 8(d) hereof, upon the occurrence of the Vesting Date with
respect  to  a  share  of  Phantom  Stock,  such  share  shall  vest.

     (b)  Benefit  Upon  Vesting

          Upon  the  vesting of a share of Phantom Stock, a Participant shall be
entitled  to  receive  in  cash,  within 90 days of the date on which such share
vests,  an  amount in cash in a lump sum equal to the sum of (i) the Fair Market
Value  of a share of Common Stock of the Company on the date on which such share
of Phantom Stock vests and (ii) the aggregate amount of cash dividends paid with
respect  to  a share of Common Stock of the Company during the period commencing
on  the  date on which the share of Phantom Stock was granted and terminating on
the  date  on  which  such  share  vests.

     (c)  Conditions  to  Vesting

          At the time of the grant of shares of Phantom Stock, the Committee may
impose  such  restrictions  or  conditions, not inconsistent with the provisions
hereof,  to  the  vesting of such shares as it, in its absolute discretion deems
appropriate.  By  way  of example and not by way of imitation, the Committee may
require,  as  a  condition  to  the vesting of any class or classes of shares of
Phantom  Stock,  that the Participant or the Company achieve certain performance
criteria,  such  criteria  to  be  specified by the Committee at the time of the
grant  of  such  shares.

     (d)  Effect  of  Termination  of  Employment  or  Service

          (1)  If  the  employment  or service of a Participant with the Company
shall  terminate  for any reason other than Cause prior to the vesting of shares
of  Phantom  Stock  granted to such Participant a portion of such shares, to the
extent not forfeited or canceled on or prior to such termination pursuant to any
provision  hereof,  shall  vest  on  the  date  of such termination. The portion
referred  to  in  the preceding sentence shall be determined by the Committee at
the  time  of  the grant of such shares of Phantom Stock and may be based on the
achievement  of  any  conditions  imposed  by the Committee with respect to such
shares  pursuant  to  Section  8(c).  Such  portion  may  equal  zero.

          (2)  In  the event of the termination of a Participant's employment or
service for Cause, all shares of Phantom Stock granted to such Participant which
have  not  vested  as  of  the  date  of  such  termination shall immediately be
forfeited.

     (e)  Effect  of  Change  in  Control

     Upon the occurrence of a Change in Control and termination of employment of
Participant  within  one  year of Change in Control, all shares of Phantom Stock
which  have  not  theretofore  vested  shall  immediately  vest.

9.   STOCK  BONUSES

     The  Committee may, in its absolute discretion, grant Stock Bonuses in such
amounts as it shall determine from time to time.  A Stock Bonus shall be paid at
such time and subject to such conditions as the Committee shall determine at the
time  of the grant of such Stock Bonus.  Certificates for shares of Common Stock
granted  as a Stock Bonus shall be issued in the name of the Participant to whom
such  grant  was  made  and delivered to such Participant as soon as practicable
after  the  date  on  which  such  Stock  Bonus  is  required  to  be  paid.

10.  CASH  BONUSES

     The Committee may, in its absolute discretion, grant in connection with any
grant  of  Restricted  Stock  or  Stock  Bonus or at any time thereafter, a cash
bonus,  payable  promptly after the date on which the Participant is required to
recognize  income  for  federal  income  tax  purposes  in  connection with such
Restricted  Stock  or  Stock  Bonus,  in  such  amounts  as  the Committee shall
determine  from  time  to  time;  provided,  however, that in no event shall the
amount  of  a  Cash  Bonus exceed the Fair Market Value of the related shares of
Restricted  Stock or Stock Bonus on such date.  A Cash Bonus shall be subject to
such  conditions  as  the  Committee shall determine at the time of the grant of
such  Cash  Bonus.

11.  ADJUSTMENT  UPON  CHANGES  IN  COMMON  STOCK


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     (a)  Outstanding  Restricted  Stock  and  Phantom  Stock

          Unless  the Committee in its absolute discretion otherwise determines,
if  a Participant receives any securities or other property (including dividends
paid  in  cash) with respect to a share of Restricted Stock, the Issue Date with
respect  to which occurs prior to such event, but which has not vested as of the
date  of  such event, as a result of any dividend, stock split recapitalization,
merger,  consolidation,  combination,  exchange  of  shares  or  otherwise, such
securities  or other property will not vest until such share of Restricted Stock
vests,  and shall be held by the Company pursuant to Paragraph 7 (d) (2) hereof.
The  Committee  may,  in  its absolute discretion, adjust any grant of shares of
Restricted  Stock,  the  Issue Date with respect to which has not occurred as of
the  date  of  the  occurrence  of  any of the following events, or any grant of
shares of Phantom Stock, to reflect any dividend, stock split, recapitalization,
merger,  consolidation,  combination,  exchange  of  shares or similar corporate
change  as  the  Committee  may  deem  appropriate to prevent the enlargement or
dilution  of  rights  of  Participants  under  the  grant.

     (b)  Outstanding  Options,  Increase  or  Decrease in Issued Shares Without
Consideration.

            Subject  to  any required action by the shareholders of the Company,
in  the  event  of  any  increase  or decrease in the number of issued shares of
Common  Stock  resulting from a subdivision or consolidation of shares of Common
Stock  or  the  payment  of  a  stock dividend (but only on the shares of Common
Stock),  or any other increase or decrease in the number of such shares effected
without  receipt  of  consideration  by  the  Company,  the  Committee  shall
proportionally  adjust  the number of shares and the exercise price per share of
Common  Stock  subject  to  each  outstanding  Option.

     (c)  Outstanding  Options,  Certain  Mergers

            Subject  to  any required action by the shareholders of the Company,
if the Company shall be the surviving corporation in any merger or consolidation
(except  a merger of consolidation as a result of which the holders of shares of
Common Stock receive securities of another corporation), each Option outstanding
on  the  date  of  such merger or consolidation shall entitle the Participant to
acquire  upon  exercise the securities which a holder of the number of shares of
Common  Stock  subject  to  such  Option  would  have received in such merger or
consolidation.

     (d)  Outstanding  Options,  Certain  Other  Transactions

            In  the event of a dissolution or liquidation of the Company, a sale
of  all  or substantially all of the Company's assets, a merger or consolidation
involving the Company in which the Company is not the surviving corporation or a
merger  or  consolidation  involving  the  Company  in  which the Company is the
surviving  corporation  but  the  holders  of  shares  of  Common  Stock receive
securities  of  another  corporation  and/or other property, including cash, the
Committee  shall,  in  its  absolute  discretion,  have  the  power  to:

     (1)  cancel,  effective  immediately prior to the occurrence of such event,
each  Option  outstanding  immediately  prior to such event (whether or not then
exercisable),  and,  in  full  consideration  of  such  cancellation, pay to the
Participant to whom such Option was granted an amount in cash, for each share of
Common  Stock  subject  to  such Option equal to the excess of (A) the value, as
determined  by  the  Committee  in  its  absolute  discretion,  of  the property
(including  cash)  received by the holder of a share of Common Stock as a result
of  such  event  over  (B)  the  exercise  price  of  such  Option;  or

          (2)  provide  for  the exchange of each Option outstanding immediately
prior  to  such event (whether or not then exercisable) for an option on some or
all  of  the property for which such Option is exchanged  and, incident thereto,
make  an  equitable  adjustment  as  determined by the Committee in its absolute
discretion  in  the  exercise  price  of  the option, or the number of shares or
amount  of property subject to the option or, if appropriate, provide for a cash
payment  to  the  Participant  to  whom  such  Option  was  granted  in  partial
consideration  for  the  exchange  of  the  Option.

     (e)  Outstanding  Options/Other  Changes

     In  the  event  of  any  change  in  the  capitalization  of the Company or
corporate  change  other  than  those  specifically  referred  to  in  Sections
11(b),  (c)  or  (d) hereof, the Committee may, in its absolute discretion, make
such  adjustments  in  the  number  and  class  of  shares  subject  to  Options
outstanding  on  the  date  on  which  such  change  occurs and in the per share
exercise  price  of  each  such Option as the Committee may consider appropriate
to  prevent  dilution  or  enlargement  of  rights.


<PAGE>
     (f)  No  Other  Rights

          Except  as  expressly  provided in the Plan, no Participant shall have
any  rights  by reason of any subdivision or consolidation of shares of stock of
any  class,  the payment of any dividend, any increase or decrease in the number
of  shares  of  stock  of  any  class or any dissolution, liquidation, merger or
consolidation  of  the  Company or any  other  corporation.  Except as expressly
provided  in  the  Plan,  no  issuance  by the Company of shares of stock of any
class,  or  securities  convertible  into  shares  of  stock of any class, shall
affect,  and  no adjustment by reason thereof shall be made with respect to, the
number  of  shares of Common Stock subject to an Incentive Award or the exercise
price  of  any  Option.

12.  RIGHTS  AS  A  SHAREHOLDER

     No person shall have any rights as a shareholder with respect to any shares
of  Common  Stock covered by or relating to any Incentive Award granted pursuant
to  this Plan until the date of the issuance of a stock certificate with respect
to such shares.  Except as otherwise expressly provided in Section 11 hereof, no
adjustment  to  any  Incentive Award shall be made for dividends or other rights
for  which  the  record  date occurs prior to the date such stock certificate is
issued.

13.  NO SPECIAL EMPLOYMENT RIGHTS; NO RIGHT TO INCENTIVE AWARD

     Nothing  contained in the Plan or any Incentive Award shall confer upon any
Participant  any  right  with  respect  to the continuation of his employment or
service  by  the  Company or interfere in any way with the right of the Company,
subject  to  the terms of any separate employment or consulting agreement to the
contrary,  at any time to terminate such employment or service or to increase or
decrease  the  compensation of the Participant from the rate in existence at the
time  of  the  grant  of  an  Incentive  Award.

     No  person  shall  have  any  claim  or right to receive an Incentive Award
hereunder.  The  Committee's  granting of an Incentive Award to a Participant at
any time shall neither require the Committee to grant an Incentive Award to such
Participant  or  any  other Participant or other person at any time nor preclude
the  Committee  from  making  subsequent grants to such Participant or any other
Participant  or  other  person.

14.  SECURITIES  MATTERS

          (a)     The  Company  shall  be  under  no  obligation  to  effect the
registration  pursuant to the Securities Act of any shares of Common Stock to be
issued  hereunder  or  to  effect  similar  compliance  under  any  state  laws.
Notwithstanding  anything  herein  to  the  contrary,  the  Company shall not be
obligated  to cause to be issued or delivered any certificates evidencing shares
of  Common Stock pursuant to the Plan unless and until the Company is advised by
its counsel that the issuance and delivery of such certificates is in compliance
with  all  applicable  laws,  regulations  of  governmental  authority  and  the
requirements  of  any  securities  exchange  on which shares of Common Stock are
traded.  The  Committee may require, as a condition of the issuance and delivery
of certificates evidencing shares of Common Stock pursuant to  the terms hereof,
that  the  recipient  of  such  shares  make  such  covenants,  agreements  and
representations,  and  that  such  certificates  bear  such  legends,  as  the
Committee, in its sole discretion, deems necessary or desirable.

          (b)     The  exercise  of  any  Option granted hereunder shall only be
effective  at such time as counsel to the Company shall have determined that the
issuance  and delivery of shares of Common Stock pursuant to such exercise is in
compliance with all applicable laws, regulations of governmental authorities and
the  requirements of any securities exchange on which shares of Common Stock are
traded.  The Company may, in its sole discretion, defer the effectiveness of any
exercise of an Option granted hereunder in order to allow the issuance of shares
of  Common  Stock  pursuant  thereto  to  be made pursuant to registration or an
exemption  from  registration  or  other  methods for compliance available under
federal  or  state securities laws.  The Company shall inform the Participant in
writing  of its decision to defer the effectiveness of the exercise of an Option
granted  hereunder.  During the period that the effectiveness of the exercise of
an  Option  has  been deferred, the Participant may, by written notice, withdraw
such  exercise  and  obtain the refund of any amount paid with respect  thereto.

15.  WITHHOLDING  TAXES

     Whenever  shares  of  Common Stock are to be issued upon the exercise of an
Option, the occurrence of the Issue Date or Vesting Date with respect to a share
of  Restricted Stock or the payment of a Stock Bonus, the Company shall have the


<PAGE>
right  to  require  the  Participant  to  remit to the Company in cash an amount
sufficient  to satisfy federal, state and local withholding tax requirements, if
any,  attributable to such exercise, occurrence or payment prior to the delivery
of any certificate or certificates for such shares.  In addition, upon the grant
of  a  Cash  Bonus or the making of a payment with respect to a share of Phantom
Stock,  the  Company  shall  have  the  right  to withhold from any cash payment
required  to  be  made  pursuant  thereto  an  amount  sufficient to satisfy the
federal,  state  and local withholding tax requirements, if any, attributable to
such  exercise or grant.  No payment shall be made and no shares of Common Stock
shall  be issued pursuant to any Incentive Award unless and until the applicable
tax  withholding  obligations  have  been  satisfied.

16.  AMENDMENT  OF  THE  PLAN

     The  Board  of Directors may at any time suspend or discontinue the Plan or
revise  or  amend  it in any respect whatsoever; provided, however, that without
approval  of  the  shareholders  no  revision  or  amendment shall (i) except as
provided  in  Section  11  hereof, increase the number of shares of Common Stock
that may be issued as Incentive Options under the Plan, (ii) materially increase
the  benefits  accruing to individuals holding Incentive Awards granted pursuant
to  the  Plan  or (iii) materially modify the requirements as to eligibility for
participation  in  the  Plan.

17.  NO  OBLIGATION  TO  EXERCISE

     The  grant  to  a  Participant of an Option shall impose no obligation upon
such  Participant  to  exercise  such  Option.

18.  TRANSFERS  UPON  DEATH

     Upon  the  death  of a Participant, outstanding Incentive Awards granted to
such Participant may be exercised only by the executors or administrators of the
Participant's  estate  or  by any person or persons who shall have acquired such
right  to  exercise  by  will  or  by  the laws of descent and distribution.  No
transfer by will or the laws of descent and distribution of any Incentive Award,
or  the  right  to  exercise any Incentive Award, shall be effective to bind the
Company  unless  the Committee shall have been furnished with (a) written notice
thereof  and  with  a copy of the will and/or such evidence as the Committee may
deem necessary to establish the validity of the transfer and (b) an agreement by
the  transferee  to  comply  with  all the terms and conditions of the Incentive
Award  that are or would have been applicable to the Participant and to be bound
by  the  acknowledgments made by the Participant in connection with the grant of
the  Incentive  Award.

19.  EXPENSES  AND  RECEIPTS

     The  expenses  of  the  Plan  shall  be  paid by the Company.  Any proceeds
received  by the Company in connection with any Incentive Award will be used for
general  corporate  purposes.

20.  FAILURE  TO  COMPLY

     In  addition  to the remedies of the Company elsewhere provided for herein,
failure  by  a Participant to comply with any of the terms and conditions of the
Plan  or  the  agreement  executed  by  such Participant evidencing an Incentive
Award, unless such failure is remedied by such Participant within ten days after
having  been notified of such failure by the Committee, shall be grounds for the
cancellation  and forfeiture of such Incentive Award, in whole or in part as the
Committee,  in  its  absolute  discretion,  may  determine.

21.  EFFECTIVE  DATE  AND  TERM  OF  PLAN

     The  Plan  was  adopted by the Board of Directors effective March 25, 2004,
subject  to  approval  by  the  shareholders  of  the Company in accordance with
applicable law, the requirements of Sections 162(m) and 422 of the Code, and the
requirements  of  Rule  16b-3  under  Section  16(b)  of  the  Exchange Act.  No
Incentive  Award  may  be granted under the Plan after March 24, 2014. Incentive
Awards  may  be  granted under the Plan at any time prior to the receipt of such
shareholder  approval;  provided, however, that each such grant shall be subject
to  such  approval.  Without  limitation  on  the  foregoing,  no  Option may be
exercised  prior  to the receipt of such approval, no share certificate shall be
issued  pursuant  to  a  grant  of  Restricted Stock or Stock Bonus prior to the
receipt of such approval and no Cash Bonus or payment with respect to a share of
Phantom  Stock shall be paid prior to the receipt of such approval.  If the Plan
is  not  approved by the Company's shareholders, then the Plan and all Incentive
Awards then outstanding hereunder shall forthwith automatically terminate and be
of  no  force  and  effect.


<PAGE>
     IN WITNESS WHEREOF, this Plan has been executed in Houston, Texas this 24th
day  of  March,  2004.

                               BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.

                               By:  /s/ Jerry Winchester
                                    --------------------
                                    Name:  Jerry Winchester
                                    Title: President and Chief Executive Officer


<PAGE>