BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
                     NONEMPLOYEE DIRECTOR STOCK OPTION PLAN


     The Nonemployee Director Stock Option Plan (the "Director Option Plan") was
adopted  by  the  Board  of  Directors  of  the  Company  and  approved  by  the
stockholders  of  the Company at the 1997 annual meeting of stockholders. At the
2004  annual  meeting,  the Company's stockholders are being asked to approve an
amendment  to  the  Director  Option  Plan to (i) increase the initial automatic
grant  of  stock option awards to newly elected Nonemployee Directors from 3,750
to  100,000  shares of common stock, (ii) award a one-time stock option grant to
each  incumbent  Nonemployee Director to purchase 100,000 shares of common stock
and  (iii)  to  increase  the  number  of  shares of common stock authorized for
issuance under the Director Option Plan from 37,500 shares to 600,000 shares (an
increase  of  562,500  shares).  The Board of Directors unanimously adopted this
amendment  on  March  24,  2004,  subject  to stockholder approval at the annual
meeting.

     As of April 8, 2004 no shares remain available for grant under the Director
Option  Plan,  without  giving effect to the plan amendment.  The Board believes
that  the  increase in shares available for issuance is necessary to establish a
reserve  of  shares  that  would  enable the automatic grant of stock options to
nonemployee directors to continue throughout the term of the plan, which expires
in  2007.  In  addition,  the  Board believes that the amendment to the Director
Option  Plan  is  necessary  to ensure that the Company will continue to retain,
motivate and attract qualified nonemployee directors.

     The following is a summary of the principal features of the Director Option
Plan  (without  giving  effect to the proposed amendment).  The summary does not
purport  to  be  a complete description of all provisions of the Director Option
Plan and is qualified in its entirety by the text of the Director Option Plan, a
copy  of  which  is attached to this proxy statement as Appendix B.  Capitalized
terms  not  otherwise  defined  below  have the meanings ascribed to them in the
Director  Option  Plan.

GENERAL

     The  Director Option Plan authorizes the issuance of up to 37,500 shares of
common  stock  of  the  Company.  Any  shares  of  common stock allocable to the
unexercised  portion  of  an  option  that  expires  or terminates will again be
available  for  the  purposes  of the Director Option Plan.  The Director Option
Plan  contains  provisions  providing for the adjustment of the number of shares
available  for  option  and subject to unexercised options in the event of stock
splits, dividends payable in common stock, combinations or certain other events.

ADMINISTRATION

     The  Director  Option  Plan  is administered by a committee of the Board of
Directors,  a  majority  of  which  shall  not  be  nonemployee  directors.  The
committee  has  no authority, discretion or power to select the participants who
will  receive options pursuant to the Director Option Plan, to set the number of
shares  of  common stock to be covered by each option, to set the exercise price
or  the  period  within which the options may be exercised or to alter any other
terms  or conditions specified therein, except in the sense of administering the
Director  Option  Plan  subject to the express provisions of the Director Option
Plan  and  except as set forth below under "Stock Options" and "Amendment of the
Plan."


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STOCK  OPTIONS

     The  Director  Option  Plan  provides  that options shall be granted to new
nonemployee directors at the time of their election to the Board of Directors of
the Company.  The grant of options pursuant to the Director Option Plan shall be
referred to hereinafter as the "grant date" of such option.  Thereafter, options
shall  be granted automatically to the nonemployee directors serving the Company
on each anniversary of his or her initial grant date.

     Each  new  nonemployee director of the Company will be granted an option to
purchase  3,750  shares of common stock upon election to the Board of Directors.
Each incumbent nonemployee director of the Company will be automatically granted
an option to purchase 3,750 shares of common stock on each anniversary of his or
her  initial  grant  date.

     The  price  at which each share of common stock covered by an option may be
purchased  upon  exercise of such option pursuant to the Director Option Plan is
the fair market value of the share on the grant date of such option.  The period
within  which  a nonemployee director's option may be exercised commences on the
first  anniversary of the grant date of such option and ends upon the expiration
of  five  (5)  years  from  the  grant  date,  unless  terminated  sooner due to
termination  of service or death, or unless such option is fully exercised prior
to  the  end  of  such  five-year  period.

     If  a  nonemployee  director  dies  during  his  tenure,  or  under certain
circumstances  within  one year after this tenure, his estate would have one (1)
year  from  the  date of death to exercise the option, provided that such option
had  been  exercisable  at  the  time  of  his  termination and that the date of
exercise  would  otherwise  be  within  the option period.   The options are not
transferable except by will or by the laws of descent and distribution.

AMENDMENT  OF  THE  PLAN

     Subject  to  the provisions of Rule 16b-3 of the Securities Exchange Act of
1934,  as  amended  (the  "Exchange  Act"),  the committee may from time to time
amend,  modify,  suspend or terminate the Director Option Plan, provided that no
such  amendment,  modification, suspension or termination shall adversely affect
the  rights of an Optionee under a previously granted option without the consent
of  such  Optionee.

TERMINATION

     Unless  previously  terminated  by  the committee, the Director Option Plan
will  terminate  at the close of business on November 12, 2007, after which time
no  further  grants  may  be  made  under  the  Director  Option  Plan.

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

     The following summary is based upon an analysis of the Code, existing laws,
judicial  decisions,  administrative  rulings,  regulations  and  proposed
regulations, all of which are subject to change. Moreover, the following is only
a summary of United States federal income tax consequences and such consequences
may  be either more or less favorable than those described below depending on an
employee's  particular  circumstances.


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     All  options  granted  under  the  Director  Option  Plan are non-statutory
options  not  entitled  to  special tax treatment under Section 422 of the Code.
The  Director Option Plan is also not qualified under Section 401(a) of the Code
and  is not subject to the provisions of the Employee Retirement Income Security
Act  of  1974.

     No income will be recognized by an optionee for federal income tax purposes
upon  the  grant  of  an  option.  Except  as  described below in the case of an
"insider"  subject to Section 16(b) of the Exchange Act who exercises his or her
option  less  than  six  (6)  months from the date of grant, upon exercise of an
option,  the  optionee  will recognize ordinary income in an amount equal to the
excess  of  the fair market value of the shares on the date of exercise over the
option  price of such shares.  In the absence of an election pursuant to Section
83(b) of the Code, an "insider" subject to Section 16(b) of the Exchange Act who
exercises  an  option  less  than  six  (6)  months from the date the option was
granted  will  recognize  income on the date six (6) months from the date of the
grant in an amount equal to the excess of the fair market value of the shares on
such  date over the option price of such shares.  An optionee subject to Section
16(b)  of  the  Exchange  Act  can  avoid  such  deferral by making an election,
pursuant  to  Section 83(b) of the Code, no later than 30 days after the date of
such  exercise.  Directors  of  the  Company  generally  are  considered  to  be
"insiders" for purposes of Section 16(b) of the Exchange Act.

     The Company will be entitled to a deduction equal to the amount of ordinary
income  recognized  by  the  optionee  at  the  time  of such recognition by the
optionee.  The  basis  of shares transferred to an optionee pursuant to exercise
of  an  option  is  the  price  paid for such shares plus an amount equal to any
income  recognized  by  the optionee as a result of the exercise of such option.
If the optionee thereafter sells shares acquired upon exercise of an option, any
amount  realized  over  the basis of such shares will constitute capital gain to
such  optionee  for  federal  income  tax  purposes.

APPROVAL  BY  STOCKHOLDERS

     The  amendment  to  the  Director  Option  Plan  must  be  approved  by the
affirmative  vote  of  a  majority  of the outstanding shares represented at the
meeting  and  entitled  to  vote.

RECOMMENDATION  OF  THE  BOARD

     THE  BOARD  OF  DIRECTORS  RECOMMENDS  A  VOTE FOR APPROVAL OF THE PROPOSED
                                                    ---
AMENDMENT  TO  THE  COMPANY'S  NONEMPLOYEE  DIRECTOR  STOCK  OPTION PLAN. UNLESS
OTHERWISE  INDICATED  ON THE PROXY, THE SHARES WILL BE VOTED FOR APPROVAL OF THE
                                                             ---
PROPOSED AMENDMENT TO THE COMPANY'S NONEMPLOYEE DIRECTOR STOCK OPTION PLAN.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Based  upon  a review of the Company's internal records from March 31, 2004
to  the  date  of this Proxy Statement, there have not been any transactions and
there  are  currently  no  proposed  transactions  between  the  Company and any
executive  officer, director, 5% beneficial owner of the Company's common stock,
or  member  of the immediate family of the foregoing persons in which one of the
foregoing  individuals  or  entities had a direct or indirect material interest.


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                              STOCKHOLDER PROPOSALS

     Stockholders  who  wish  to present proposals for action at the 2005 annual
meeting  of  Stockholders  should  submit  their  proposals  in  writing  to the
Secretary  of  the  Company at the address of the Company set forth on the first
page of this proxy statement. Proposals must be received by the Company no later
than  December  15,  2004 for inclusion in next year's proxy statement and proxy
card.

                                  ANNUAL REPORT

     The  Company  has  provided  without  charge  to each person whose proxy is
solicited hereby a copy of the 2003 Annual Report of the Company, which includes
the  Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2003  (including  the  consolidated  financial  statements)  filed with the SEC.
Additional  copies  of  the  Annual  Report  may be obtained without charge upon
written  request  to  Vollmer,  808  Travis,  Suite  501,  Houston, Texas 77002,
Attention:  Jennifer  Tweeton.

                                  HOUSEHOLDING

     The  SEC allows us to deliver a single proxy statement and annual report to
an  address  shared  by  two or more of our stockholders.  This delivery method,
referred  to  as  "householding," can result in significant cost savings for the
Company.  In  order to take advantage of this opportunity, the Company and banks
and  brokerage  firms  that  hold  your  shares  have  delivered  only one proxy
statement and annual report to multiple stockholders who share an address unless
the  Company  has  received  contrary  instructions  from  one  or  more  of the
stockholders.  The  Company will deliver promptly, upon written or oral request,
a  separate  copy of the proxy statement and annual report to a stockholder at a
shared  address  to  which  a  single  copy  of  the documents was delivered.  A
stockholder  who  wishes  to  receive a separate copy of the proxy statement and
annual  report,  now  or  in  the  future,  may  obtain  one, without charge, by
addressing  a  request to. Vollmer, 808 Travis, Suite 501, Houston, Texas 77002,
Attention:  Jennifer Tweeton.  You may also obtain a copy of the proxy statement
and  annual  report from the SEC's website at www.sec.gov.  Stockholders sharing
an  address  who  are  receiving  multiple  copies of proxy materials and annual
reports and wish to receive a single copy of such materials in the future should
submit  their request by contacting Vollmer Public Relations in the same manner.
If  you  are  a  beneficial  owner,  but not the record holder, of the Company's
shares  and  wish  to  receive  only  one copy of the proxy statement and annual
report  in  the  future,  you  will  need  to contact your broker, bank or other
nominee  to  request  that  only a single copy of each document be mailed to all
stockholders  ant  the  shared  address  in  the  future.


                                  OTHER MATTERS

     The  board of directors does not intend to present any other matters at the
meeting  and  knows  of no other matters that will be presented; however, if any
other  matter  properly  comes  before  the  meeting,  the  persons named in the
enclosed  proxy  intend  to  vote  thereon  according  to  their  best judgment.



                                 By Order of the Board of Directors


                                 /s/ Brian Keith
                                 ---------------------------------------
                                 Brian Keith, Corporate Secretary




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