1997 Executive Compensation Plan - Boots & Coots International Well Control Inc.


                 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
                        1997 Executive Compensation Plan


1.   PURPOSE  OF  THE  PLAN.  This  1997  Executive  Compensation  Stock Plan is
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     intended  to  promote  the  interests  of  Boots & Coots International Well
     Control,  Inc.,  a  Delaware  corporation (the "Company"), by providing the
     employees  of  the Company, who are largely responsible for the management,
     growth  and  protection  of the business of the Company, with a proprietary
     interest  in  the  Company.

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

     (a)  "Board  of  Directors"  shall  mean  the Board of Directors of Boots & Coots  International  Well  Control,  Inc.,  a  Delaware  corporation.

     (b)  "Cause"  when  used  in  connection  with  the  termination  of  a
          Participant's  employment with the Company, shall mean the termination
          of  the  Participant's  employment 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 willful and 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 agreed to by him; (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 of the Company, 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:  (1)  a "change in control" of the
          Company,  as that term is contemplated in the federal securities laws;
          or  (2)  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 20% 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
               20%  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

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

     (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.


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     (g)  "Common  Stock"  shall mean the Company's Common Stock, par value $.01
          per  share.

     (h)  "Company" shall mean Boots & Coots International Well Control, Inc., a
          Delaware  corporation,  and  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 of the Company who is
          eligible  to participate in the Plan and to whom an Incentive Award is
          granted  pursuant  to  the  Plan, and, upon his death, his successors,
          heirs,  executors  and  administrators,  as  the 2 case may be, to the
          extent  permitted  hereby.

     (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.
          1997  Executive  Compensation  Plan, as it may be 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


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          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.

     (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
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     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 1,475,000 shares of
     Common  Stock.  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  the
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     Compensation  Committee of the Board of Directors consisting of two or more
     persons,  each of whom shall be a "disinterested person" within the meaning
     of  Rule  16b-3(c)(2)(i)  promulgated under Section 16 of the Exchange Act.
     The  Committee  shall  from  time  to  time designate the executives 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  Awards  with  higher exercise
     prices)  as  the  Committee  specifies.  Notwithstanding  Section 3 hereof,
     Incentive  Awards  granted  on  the  condition  of


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     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
     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
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     pursuant  to  the  Plan shall be such full-time executive, employees of the
     Company  as  the  Committee,  in its absolute discretion, shall select from
     time  to  time.

6.   OPTIONS.  The  Committee  may  grant  Options  pursuant  to the Plan, which
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     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.

     (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 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, in shares of Common Stock owned by the
               Participant  and  valued  at  their  Fair  Market  Value  on  the
               effective  date  of  such  exercise, 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


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               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
          (1)  If  the  employment  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)
               or  the  death  of  the  Participant  (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  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  the  Participant in
               accordance with the Company's retirement policy as then in effect
               or  the  death  of  the  Participant  (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 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, 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


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          cancellation  pursuant  to  the  terms  of  the  Plan.


7.   RESTRICTED  STOCK.  The  Committee  may  grant  shares  of Restricted Stock
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     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  fights, 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.

     (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, 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., --1997 Executive
               Stock  Plan  and an Agreement entered into between the registered
               owner  of  such  shares  and  the Company. A copy of the Plan and
               Agreement  is  on  file  in the office of the Secretary of Boot & Coots  International  Well Control, Inc., 777 Post Oak Boulevard,
               8th Floor, Houston, Texas 77056. 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


                                     Page 7

               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.
          (1)  If  the  employment  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 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,  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. 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


                                     Page 8

          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  limitation,  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.
          (1)  If  the  employment  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 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, 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.
     ---------------------------------------------

     (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


                                     Page 9

          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


                                    Page 10

          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.

     (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 by
     the  Company or interfere in any way with the right of the Company, subject
     to  the  terms of any separate employment agreement to the contrary, at any
     time  to  terminate  such  employment  or  to  increase  or  decrease  the
     compensation  of  the Participant from the rate in existence at the time of
     the grant of an Incentive 12 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


                                    Page 11

          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 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.

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 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


                                    Page 12

     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  May 18, 1998, subject to approval by the shareholders
     of  the  Company  in  accordance  with  applicable law, the requirements of
     Section  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  November 11, 2007. 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 14 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.

IN  WITNESS  WHEREOF,  this  1997  Executive  Compensation  Stock  Plan has been
executed  in  Houston,  Texas  this  18th  day  of  May,  1998.  -
-------------------------------  L.  H.  Ramming,


                                    Page 13