Exhibit 10.1


    
      

    


    EXHIBIT
      10.1

    


    EMPLOYMENT
      AGREEMENT WITH GABRIEL ALDAPE

    


    


    EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement (this “Agreement”)
      is
      made and entered into as of March 1, 2006 (the “Effective
      Date”),
      by
      and between BOOTS & COOTS SERVICES (the “Company”)
      and
      GABRIEL ALDAPE (“Employee”).
      The
      Company hereby employs Employee and Employee accepts such employment on the
      following terms and conditions:

     

    1.    
Term.
      Employee shall be employed by the Company for a period of one (1) year from
      the
      Effective Date hereof (the “Employment
      Term”).
      The
      Employment Term and this Agreement shall be automatically renewed for successive
      additional one (1) year terms unless notice of termination is given in writing
      by either party to the other party at least three (3) months prior to the
      expiration of the initial term or any such renewal term. 

     

    2.    
Duties.
      Employee shall initially hold the title of Interim Chief Financial Officer,
      and
      shall perform such services regarding the operations of the Company as are
      appropriate for such position, and as the CEO of the Company may from time
      to
      time request, and Employee shall be employed by and will work for the Company
      at
      the Company’s executive offices in Houston, Texas. The Employee shall not be
      required during the Employment Term to relocate to Houston, Texas from any
      other
      business location maintained by the Company although the Employee expressly
      agrees that regular travel and maintaining a full time presence in the Houston
      executive offices will be necessary as part of his duties. Employee will have
      the option to relocate his household to Houston during the term of this
      Agreement. The Company’s Relocation Policy shall apply to Employee for any such
      relocation. As Interim CFO, Employee shall report directly to the CEO of the
      Company. The duties of Employee shall include, but not be limited to, those
      duties normally expected of a CFO of a public company and any additional duties
      as directed by the CEO.

     

    3.    
Conduct
      of Employee.
      During
      the Employment Term, Employee shall devote his full business time, effort,
      skill
      and attention to the affairs of the Company and its subsidiaries, will use
      his
      best efforts to promote the interests of the Company, and will discharge his
      responsibilities in a diligent and faithful manner, consistent with sound
      business practices. 

     

    Nothing
      in this Agreement shall be deemed to preclude the Employee from participating
      in
      other business, charitable or community opportunities if and to the extent
      that
      (i) such business opportunities are not directly competitive with or similar
      to
      the business of the Company, (ii) the Employee’s activities with respect to such
      opportunities do not have a material adverse effect on the performance of the
      Employee’s duties hereunder, and (iii) the Employee’s activities with respect to
      such opportunity have been fully disclosed in writing to the Company’s
      President.

    


    4.    
Compensation.
      In
      consideration of the work and other services that Employee performs for the
      Company hereunder, the Company shall pay Employee the following:

     

    (a)    Base
      Salary.
      During
      the Employment Term, the Company shall pay Employee a gross annual base salary
      of not less than $ 165,000 (the “Base
      Salary”),
      payable semi-monthly in accordance with the Company’s normal payroll policies,
      subject to withholding for federal income tax, social security, state and local
      taxes, if any, and any other sums that the Company may be legally required
      to
      withhold. The Base Salary shall be reviewed on an annual basis by the CEO and
      the amount of such Base Salary shall be subject to increase on the basis of
      the
      performance of the Employee and the performance of the Company.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    (b)    Bonus.
      Employee shall participate in the Company’s Executive Bonus Pool and any other
      additional executive compensation plans adopted from time to time by the Board
      of Directors or a compensation committee appointed by the Board of Directors,
      and the Board of Directors or the compensation committee, as the case may be,
      shall have the authority to adjust such participation upward or downward from
      time to time in its sole discretion. For the year 2006, the Oil States
      International bonus structure shall be applied by the Company for
      Employee.

     

    (c)    Auto
      Allowance.
      In
      addition to the Base Salary, the Company shall pay $10,000 per year for
      Employee’s use of his personal automobile on behalf of the Company. Such auto
      allowance shall be payable in accordance with the Company’s normal payroll
      policies, subject to withholding for federal income tax, social security, state
      and local taxes, if any, and any other sums that the Company may be legally
      required to withhold.

     

    (d)    Incentive
      Stock Plan.
      From
      time to time, at the direction of the Board of Directors of the Parent Company,
      or its compensation committee, Employee shall be eligible to receive options
      to
      purchase shares of the Parent Company’s Common Stock. At the signing of this
      agreement, the Parent Company shall issue 150,000 options purchase the Parent
      Company’s common stock at market value (determined on the date contract is
      executed). On execution of the contract, 50,000 options of this plan shall
      be
      vested immediately with the remaining 100,000 options vested 50% annually over
      a
      two year term. 

     

    (e)    Retirement
      Plan.
      Employee shall be eligible to participate in any retirement or similar plans
      as
      may be adopted from time to time by the Company.

     

    (f)    
Medical,
      Life and Disability Insurance.
      Employee will be permitted to participate in the Company’s life, health and
      dental insurance programs. Employee acknowledges that the Company may seek
      to
      secure a policy of Key Man life insurance on the life of Employee, with death
      benefits payable to the Company. Employee agrees to cooperate with the Company
      in securing the same. 

     

    (g)    Other
      Benefits.
      During
      the Employment Term, Employee shall be entitled to participate in all employee
      benefit plans or to receive any incentive bonuses, stock options or other
      benefits as may from time to time be made available to the executives or general
      employees of the Company.

     

    5.    
Vacation
      and Sick Leave.
      Employee shall be entitled to 4 weeks of paid vacation during each year of
      his
      employment hereunder. Such vacation shall be taken at such time, or times,
      as
      shall not be disruptive to the business of the Company. Scheduling shall be
      accomplished with the CEO. In addition, Employee shall be entitled to be paid
      sick leave of 10 days each year.

     

    6.    
Expenses.
      The
      Company shall reimburse Employee for all reasonable expenses and disbursements
      incurred by Employee, and approved by the President or his designee, in the
      performance of his duties hereunder, including expenses for entertainment and
      travel, as are consistent with the policies and procedures of the Company and
      Internal Revenue Service regulations. Travel and other expenses from Employee’s
      home to the Company’s office are not included. The Company shall furnish
      Employee with a cellular telephone at the expense of the Company.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    7.    
Confidential
      Information.
      Employee acknowledges that in the course of employment by the Company, Employee
      will receive certain trade secrets and confidential information belonging to
      the
      Company which the Company desires to protect as confidential. For the purposes
      of this Agreement, the term “confidential information” shall mean information of
      any nature and in any form which at the time is not generally known to those
      persons engaged in business similar to that conducted by the Company. Employee
      agrees that such information is confidential and that he will not reveal such
      information to anyone other than officers, directors, Employees or authorized
      agents of the Company. Upon termination of employment, for any reason, Employee
      shall surrender all papers, documents and other property of the Company.


     

    8.    
Information,
      Ideas, Concepts, Improvements, Discoveries, Inventions, etc.
      Employee
      agrees that during the Employment Term he will promptly disclose, in writing,
      all information, ideas, concepts, improvements, discoveries and inventions,
      whether patentable or not, and whether or not reduced to practice, which are
      conceived, developed, made or acquired by the Company, either individually,
      or
      jointly with others, and which relate to the business, products or services
      of
      the Company, or any of its subsidiaries or affiliates, irrespective of whether
      such information, idea, concept, improvement, discovery or invention was
      conceived, developed, discovered or acquired by Employee on the job, or
      elsewhere (collectively, the “Inventions”).
      The
      Company and Employee have agreed as follows regarding the
      Inventions:

     

    (a)    All
      inventions are, and shall be, the property of the Company. In this context,
      all
      drawings, memoranda, notes, records, files, correspondence, manuals, models,
      specifications, computer programs, maps and all other writings, or materials
      of
      any time embodying any such Inventions are and shall be the sole and exclusive
      property of the Company.

     

    (b)    Employee
      hereby specifically sells, assigns and transfers to the Company all of his
      worldwide right, title and interest in and to all such Inventions, and any
      United States or foreign applications for patents, inventor’s certificates or
      other industrial rights that may be filed thereon, including divisions,
      continuations, continuations-in-part, reissues and/or extensions thereof, and
      applications for registration of any names and marks included therewith. Both
      during the Employment Term and thereafter, Employee shall assist the Company
      and
      its nominees at all times in the protection of such Inventions, both in the
      United States and all foreign countries, including but not limited to, the
      execution of all lawful oaths and all assignment documents, not inconsistent
      with this Agreement, requested by the Company, or its nominee in connection
      with
      the preparation, prosecution, issuance or enforcement of any applications for
      United States or foreign letters patent, including divisions, continuations,
      continuations-in-part, reissue, and/or extensions thereof, and any application
      for the registration of names and marks included therewith.

     

    (c)    Moreover,
      if during the Employment Term, Employee creates any original work of authorship
      which is the subject matter of copyright relating to the Company’s business,
      products, or services, whether such work is created solely by Employee or
      jointly with others, the Company shall be deemed the author of such work if
      the
      work is prepared by Employee in the scope of his employment; or, if the work
      is
      not prepared by Employee within the scope of his employment, but is specifically
      ordered by the Company as a contribution to a collective work, as a part of
      a
      motion picture or other audiovisual work, as a translation, as a supplementary
      work, as a compilation or as an instructional text, then the work shall be
      considered to be a work made for hire and the Company shall be the author of
      the
      work. In the event such work is neither prepared by the Employee within the
      scope of his employment or is not a work specially ordered and deemed to be
      a
      work made for hire, then Employee hereby agrees to assign, and by these
      presents, does assign, to the Company an undivided one-half interest in and
      to
      all of Employee’s worldwide right, title and interest in and to the work and all
      rights or copyright therein, including but not limited to, the execution of
      all
      formal assignment documents requested by the Company or its nominee, not
      inconsistent with this Agreement, and the execution of all lawful oaths and
      applications for registration of copyright in the United States and foreign
      countries.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    9.    
Agreement
      Not to Solicit.
      During
      the Employment Term and for a period of one (1) year after the termination
      of
      employment hereunder (the “Termination
      Date”),
      regardless of how terminated, Employee will not, solely, jointly, or as a
      partner, member, contractor, Employee or agent of any partnership or as an
      officer, director, Employee, agent, contractor, stockholder or investor in
      any
      other entity or in any other capacity, directly or indirectly:

     

    (a)    induce,
      or attempt to induce, any person or party who, on the Termination Date, is
      employed by or affiliated with the Company or at any time during the term of
      this covenant is, or may be, or becomes an employee of or affiliated with the
      Company, to terminate his, her or its employment or affiliation with the
      Company;

     

    (b)    induce,
      or attempt to induce, any person, business or entity which is or becomes a
      customer or supplier of the Company, or which otherwise is a contracting party
      with the Company, as of the Termination Date, or at any time during the term
      hereof, to terminate any written or oral agreement or understanding with the
      Company, or to interfere in any manner with any relationship between the Company
      and such customer or supplier; or 

     

    (c)    employ
      or
      otherwise engage in any capacity any person who at the Termination Date or
      at
      any time during the period two (2) years prior thereto was employed, or
      otherwise engaged, in any capacity by the Company and who, by reason thereof
      is
      or is reasonably likely to be in possession of any confidential
      information.

     

    Employee
      acknowledges and agrees that the provisions of this paragraph 10 constitute
      a
      material, mutually bargained for portion of the consideration to be delivered
      under this Agreement and failure to comply with this paragraph 10 shall be
      deemed a breach of this Agreement.

     

    10.   Termination
      by the Company.
      Notwithstanding the provisions of paragraph 2, the Company may terminate the
      employment of Employee under this Agreement at any time if any of the following
      occur:

     

    (a)    the
      death
      of Employee;

     

    (b)    the
      Employee becomes, in the good faith opinion of the Board of Directors of the
      Company, physically or mentally disabled, for a period of more than six (6)
      consecutive months, to the extent he is unable to perform his duties hereunder;
      

     

    (c)    for
      any
      reason, or for no reason, at the end of the initial one (1) year term of this
      Agreement or any renewal thereof; or

     

    (d)    for
      “Cause”, which for purposes of this Agreement shall mean Employee (i) has
      engaged in gross negligence or willful misconduct in the performance of the
      duties required of him hereunder, (ii) has willfully refused without proper
      legal reason to perform the duties and responsibilities required of him
      hereunder (provided, however, that no act or failure to act pursuant to
      subsections (i) and (ii) above shall be deemed “willful” if due primarily to an
      error in judgment or negligence or if made in good faith with reasonable belief
      that such act is in the best interest of the Company), (iii) has materially
      breached any material provision of this Agreement (and such breach remains
      uncorrected 30 days following Employee’s receipt of written notice of the breach
      from the Company), or (iv) the Employee commits, is arrested or officially
      charged with any felony, or any crime involving moral turpitude, which, in
      the
      good faith opinion of the Company, would impair Employee’s ability to perform
      his duties hereunder or would impair the business reputation of the Company
      or
      Employee misappropriates any funds or property of the Company.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    11.   Termination
      by Employee.
      Notwithstanding the provisions of paragraph 2, Employee may terminate his
      employment under this Agreement if any of the following occur:

     

    (a     in
      connection with or based upon (i) a material breach by the Company of any
      material provision of this Agreement, (ii) a substantial and material reduction
      in the nature or scope of Employee’s duties or responsibilities, or (iii) the
      assignment to Employee of duties and responsibilities that are materially
      inconsistent with his position; provided,
      however,
      that
      prior to Employee’s termination of employment under this paragraph 12(a),
      Employee must give written notice to the Company of any such breach, reduction
      or assignment and such breach, reduction or assignment must remain uncorrected
      for 30 days following such written notice; 

     

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

     

    (c)    at
      any
      time, for any other reason whatsoever, in the sole discretion of
      Employee.

     

    12.   Termination
      and Compensation.
      

     

    (a)    Termination
      by the Company and Compensation.
      In the
      event that the Company elects to terminate Employee’s employment prior to the
      expiration of the one (1) year initial term, or renewal term, of this Agreement
      for any reason other than termination for Cause as expressly provided for in
      Paragraph 10.(d), or if the Company chooses not to renew this Agreement at
      the
      expiration of any term hereunder, then, and in that event, the Company shall
      pay
      to Employee, on the Termination Date, the following compensation: (i) a lump
      sum
      payment equal to 6 months salary, (ii) any bonus to which Employee would have
      been eligible to receive for the year in which termination occurs, (iii) a
      lump
      sum payment equal to six months automobile allowance, and (iv) shall continue
      the payment of premiums for hospitalization and major medical insurance for
      the
      lesser period of either six months or the date on which Employee secures full
      time employment that affords equivalent medical coverage. In the event of a
      termination for Cause pursuant to paragraph 10.(d), this Agreement shall be
      wholly terminated and Employee shall not be entitled to any further compensation
      or any other benefits provided for herein, and shall not be entitled to
      severance pay. However, any of the provisions of this Agreement relating to
      activities and conduct after the termination of the employment relationship
      between the Company and Employee shall remain in full force and effect, and
      be
      enforceable. 

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    (b)    Termination
      by Employee and Compensation.
      In the
      event that Employee elects to terminate his employment pursuant to paragraph
      11.(a) or 11.(b), then, and in that event, the Company shall pay to Employee,
      on
      the Termination Date, the following compensation: (i) a lump sum payment equal
      to 12 months salary, (ii) any bonus to which Employee would have been eligible
      to receive for the year in which termination occurs, (iii) a lump sum payment
      equal to 12 months automobile allowance, and (iv) shall continue the payment
      of
      premiums for hospitalization and major medical insurance for the lesser period
      of either 6 months or the date on which Employee secures full time employment
      that affords equivalent medical coverage. In the event that Employee elects
      to
      terminate his employment pursuant to paragraph 11.(c), this Agreement shall
      be
      wholly terminated and Employee shall not be entitled to any further compensation
      or any other benefits provided for herein, and shall not be entitled to
      severance pay. However, any of the provisions of this Agreement relating to
      activities and conduct after the termination of the employment relationship
      between the Company and Employee shall remain in full force and effect, and
      be
      enforceable. 

     

    13.   No
      Duty to Mitigate Losses.
      Employee shall have no duty to find new employment following the termination
      of
      his employment under circumstances which require the Company to pay any amount
      to Employee pursuant to paragraph 13. Any salary or remuneration received by
      Employee from a third party for the providing of personal services (whether
      by
      employment or by functioning as an independent contractor) following the
      termination of his employment with the Company shall not reduce the Company’s
      obligation to make a payment to Employee (or the amount of such payment)
      pursuant to the terms of paragraph 13. 

     

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

     

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

     

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

     

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

     

    18.   Assignment.
      This
      Agreement shall not be assignable by Employee. Subject to Section 12(b) hereof,
      in the event of a future disposition of the properties and business of the
      Company by merger, consolidation, sale of assets, or otherwise, then the Company
      may assign this Agreement and all of its rights and obligations to the acquiring
      or surviving entity; provided, that any such entity shall assume all of the
      obligations of the Company hereunder.

     

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

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    20.   Arbitration.
      Any
      dispute, controversy or claim arising out of or relating to this Agreement
      and
      Employee’s job duties shall be submitted to and finally settled by binding
      arbitration to be held in Houston, Texas, in accordance with the rules of the
      American Arbitration Association in effect on the Effective Date, and judgment
      upon the award rendered by the arbitrator(s) may be entered in any court having
      jurisdiction thereof. All agreements contemplated herein to be entered into
      to
      which the parties hereto are parties shall contain provisions which provide
      that
      all claims, actions or disputes pursuant to, or related to, such agreements
      shall be submitted to binding arbitration. In any proceeding to enforce the
      provisions hereof, the prevailing party shall be entitled to recover reasonable
      expenses incurred by him, including reasonable attorneys’ fees.

     

    


    [Signature
      Page Follows]


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    This
      Agreement is entered into as of the Effective Date.

     

    “COMPANY”

    


    BOOTS
      & COOTS SERVICES 

    


     

    
      	
              By:
                

            	   	     
	 
	 	 	  
	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              “EMPLOYEE”

            	 
	 	 	 	 
	 	 	 	 
	  
	 
	
              Gabriel
                Aldape

            	 


    

     

     

    35