2000 Long Term Incentive Plan - Boots & Coots International Well Control Inc.


                 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.

                          2000 LONG TERM INCENTIVE PLAN


1.   PURPOSE  OF  THE  PLAN

     This  2000 Long Term Incentive Plan is intended to promote the interests of
Boots  & Coots  International  Well  Control, Inc., a Delaware corporation (the
"Company"),  by  providing the employees and consultants 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 terms indicated
below:

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

          (b)  "Cause,"  when  used  in  connection  with  the  termination of a
     Participant's  employment or service (in the case of a consultant) with the
     Company,  shall  mean  the  termination  of the Participant's employment or
     service  by  the Company by reason of (i) the conviction of the Participant
     by  a  court of competent jurisdiction as to which no further appeal can be
     taken  of  a crime involving moral turpitude; (ii) the proven commission by
     the  Participant of an act of fraud upon the Company; (iii) the 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, in any
     activity  which  competes  with  the business of the Company or which would
     result in a material injury to the Company; or (vii) the knowing engagement
     in  any  activity  which  would  constitute  a  material  violation  of the
     provisions of the Company's Policies and Procedures Manual, if any, then in
     effect.

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

          (d)  "Change  in  Control"  shall  mean:

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

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

                         (A)  any  Person  becomes,  after the effective date of
                    this  Plan  the "beneficial owner" (as defined in Rule 13d-3
                    promulgated under the Exchange Act), directly or indirectly,
                    of securities of the Company representing 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



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          (s)  "Plan"  shall  mean the Boots & Coots International Well Control,
     Inc.  2000  Long  Term  Incentive  Plan,  as  amended  from  time  to time.



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

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

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

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

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

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

3.   STOCK  SUBJECT  TO  THE  PLAN

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

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

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

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

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

4.   ADMINISTRATION  OF  THE  PLAN

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

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



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

     In addition, the Committee may, in its absolute discretion, grant Incentive
Awards  to Participants on the condition that such Participants surrender to the
Committee  for  cancellation  such  other  Incentive  Awards (including, without
limitation,  Incentive  Awards  with  higher  exercise  prices) as the Committee
specifies.  Notwithstanding  Section  3  hereof, Incentive Awards granted on the
condition  of  surrender of outstanding Incentive Awards shall not count against
the  limits set forth in such Section 3 until such time as such Incentive Awards
are  surrendered.

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

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

5.   ELIGIBILITY

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

6.   OPTIONS

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

     (a)  Identification  of  Options

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

     (b)  Exercise  Price

          The exercise price of any Non-Qualified Stock Option granted under the
          Plan  shall be such price as the Committee shall determine on the date
          on  which  such  Non-Qualified Stock Option is granted; provided, that
          such  price  may  not  be less than the greater of (i) 25% of the Fair
          Market  Value  of  a  share  of Common Stock on the date on which such
          Non-Qualified  Stock  Option  is  granted  or  (ii)  the minimum price
          required  by  law.  Except  as  provided  in  Section 6(d) hereof, the
          exercise  price  of  any Incentive Stock Option granted under the Plan
          shall  be  not  less  than 100% of the Fair Market Value of a share of
          Common  Stock  on  the  date  on  which such Incentive Stock Option is
          granted.

     (c)  Term  and  Exercise  of  Options

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



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

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

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

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

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



     (d)  Limitations  on  Grant  of  Incentive  Stock  Options

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

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

     (e)  Effect  of  Termination  of  Employment  or  Service

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

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

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

     (f)  Acceleration  of  Exercise  Date  Upon  Change  in  Control



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

7.   RESTRICTED  STOCK

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

     (a)  Issue  Date  and  Vesting  Date

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

     (b)  Conditions  to  Vesting

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

     (c)  Restrictions  on  Transfer  Prior  to  Vesting

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

     (d)  Issuance  of  Certificates

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

                    The  transferability  of  this certificate and the shares of
                    stock  represented  hereby  are subject to the restrictions,
                    terms  and conditions (including forfeiture and restrictions
                    against  transfer)  contained  in  the  Boots  & Coots
                    International  Well  Control, Inc.--2000 Long Term Incentive
                    Plan  and  an  Agreement entered into between the registered
                    owner  of  such  shares and Boots & Coots International Well
                    Control, Inc. A copy of the Plan and Agreement is on file in
                    the  office  of the Secretary of Boots & Coots International
                    Well  Control, Inc., 777 Post Oak Blvd., Suite 800, 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  powers  relating  to  the  shares  of
               Restricted  Stock evidenced by such certificate, shall be held by
               the Company. The Company shall issue to the Participant a receipt
               evidencing  the  certificates  held by it which are registered in
               the  name  of  the  Participant.

     (e)  Consequences  Upon  Vesting

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

     (f)  Effect  of  Termination  of  Employment  or  Service

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

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

     (g)  Effect  of  Change  in  Control

          Upon  the  occurrence of a Change in Control, 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  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  or  Service

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

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

     (e)  Effect  of  Change  in  Control

          Upon  the  occurrence  of  a  Change in Control, 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 until such share of Restricted Stock vests, and
          shall  be  held by the Company pursuant to Paragraph 7 (d) (2) hereof.
          The  Committee  may,  in  its absolute discretion, adjust any grant of
          shares  of  Restricted Stock, the Issue Date with respect to which has
          not  occurred as of the date of the occurrence of any of the following
          events,  or  any  grant  of  shares  of  Phantom Stock, to reflect any
          dividend,  stock  split,  recapitalization,  merger,  consolidation,
          combination,  exchange  of  shares  or similar corporate change as the
          Committee  may deem appropriate to prevent the enlargement or dilution
          of  rights  of  Participants  under  the  grant.

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

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

     (c)  Outstanding  Options,  Certain  Mergers

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

     (d)  Outstanding  Options,  Certain  Other  Transactions

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

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

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



     (e)  Outstanding  Options/Other  Changes

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

     (f)  No  Other  Rights

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

12.  RIGHTS  AS  A  SHAREHOLDER

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

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

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

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

14.  SECURITIES  MATTERS

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



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

15.  WITHHOLDING  TAXES

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

16.  AMENDMENT  OF  THE  PLAN

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

17.  NO  OBLIGATION  TO  EXERCISE

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

18.  TRANSFERS  UPON  DEATH

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

19.  EXPENSES  AND  RECEIPTS

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

20.  FAILURE  TO  COMPLY

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



21.  EFFECTIVE  DATE  AND  TERM  OF  PLAN

     The Plan was adopted by the Board of Directors effective September 5, 2000,
subject  to  approval  by  the  shareholders  of  the Company in accordance with
applicable law, the requirements of Sections 162(m) and 422 of the Code, and the
requirements  of  Rule  16b-3  under  Section  16(b)  of  the  Exchange Act.  No
Incentive  Award  may  be  granted  under  the  Plan  after  September  5, 2010.
Incentive  Awards may be granted under the Plan at any time prior to the receipt
of  such  shareholder approval; provided, however, that each such grant shall be
subject to such approval.  Without limitation on the foregoing, no Option may be
exercised  prior  to the receipt of such approval, no share certificate shall be
issued  pursuant  to  a  grant  of  Restricted Stock or Stock Bonus prior to the
receipt of such approval and no Cash Bonus or payment with respect to a share of
Phantom  Stock shall be paid prior to the receipt of such approval.  If the Plan
is  not  approved by the Company's shareholders, then the Plan and all Incentive
Awards then outstanding hereunder shall forthwith automatically terminate and be
of  no  force  and  effect.



     IN  WITNESS  WHEREOF,  this  Plan  has been executed in Houston, Texas this
_____  day  of  ________,  2000.

                                       BOOTS & COOTS INTERNATIONAL WELL CONTROL,
                                       INC.




                                       By_______________________________________
                                       Name:____________________________________
                                       Title:___________________________________