Employment Agreement - Boots & Coots International Well Control Inc. and L. H. Ramming


                             EMPLOYMENT AGREEMENT



BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC., and its subsidiaries, HELL
FIGHTERS, INC., IWC SERVICES de VENZUELA, C.A., BOOTS & COOTS de VENEZUELA,
S.A., BOOTS & COOTS OVERSEAS, LTD. and INTERNATIONAL WELL CONTROL, LTD. ('Boots
& Coots') hereby employs L. H. RAMMING (hereinafter referred to as 'Employee')
to continue to be employed and serve as Chairman of the Board and Chief
Executive Officer of Boots & Coots, effective August 1, 1997, on the following
terms and conditions:


                                  WITNESSETH


1.  Duties.  Employee shall perform such services regarding the operations of
Boots & Coots as the Board of Directors may from time to time request.  Employee
shall at all times faithfully, with diligence, and to the best of his ability,
experience and talents, perform all the duties that may be required of and from
him pursuant to the terms of this letter agreement.  It is expressly understood
and agreed that in the performance of his duties and obligations hereunder,
Employee shall at all times, be subject to the direction and control of the
Board of Directors of Boots & Coots.  It is understood and agreed between the
parties that Employee is actively involved in a number of independent business
activities and will not devote his full time to the affairs of Boots & Coots.
Employee agrees to devotes such of his time to the affairs of Boots & Coots as
is reasonably necessary for the performance of his duties as established by the
Board of Directors and further agrees to limit his independent business
activities to those that do not materially adversely affedt his performance of
his duties as an officer and director of Boots & Coots.

2.  Term.  The employment contemplated by this letter agreement shall commence
on August 1, 1997 and continue for a term of one (1) year.

3.  Compensation.  In consideration of the work and other services that Employee
performs for Boots & Coots hereunder, Boots & Coots shall pay Employee the
following:

          a)  Base Salary. During the term hereof, Boots & Coots shall pay
          Employee a gross annual salary of $125,000, payable semi-monthly in
          accordance with the company's normal payroll policies, subject to
          withholding for federal income tax, social security, state and local
          taxes, if any, and any other sums that Boots & Coots may be legally
          required to withhold.

          b)  Automobile Allowance. Boots & Coots shall pay Employee the sum of
          $1,000 per month, in accordance with its normal payroll policies, as
          reimbursement for use by Employee of his automobile in connection with
          the performance of

 
          Employee's duties hereunder.

          c)  Incentive Stock Plan. Boots & Coots has proposed to adopt an
          Employee Incentive Stock Plan that will provide for the award of stock
          and stock options to employees of the company on the basis of merit in
          connection with the performance of an employee's duties with the
          company. Employee shall participate in any incentive awards made by
          the Board of Directors pursuant to such plan.

          d)  Retirement Plan. Boots & Coots has proposed to adopt a defined
          contribution retirement plan permitting employees to contribute a
          percentage of their annual salary to a managed retirement plan. The
          amount of such contribution shall be the lesser of 10% of an
          employee's annual salary, or the maximum permitted by law. Boots & Coots will match employee's annual contribution to such a retirement
          plan by an equal contribution denominated in common stock of Boots & Coots.

          e)  Insurance. Boots & Coots will provide Employee with coverage under
          a policy of hospitalization and major medical insurance at no cost to
          the Employee. Such of Employee's dependants may be covered under such
          insurance policy, subject to the terms of such policy, at the expense
          of Employee. Boots and Coots will provide life insurance coverage in
          amount of $50,000 and short term disability insurance coverage in an
          amount to be determined by the company. Employee acknowledges that
          Boots & Coots may seek to secure a policy of Key Man life insurance on
          the life of Employee, with death benefits payable to the company.
          Employee agrees to cooperate with the company in securing the same.

4.  Expenses.  Boots & Coots shall reimburse Employee for all reasonable
expenses and disbursements incurred by Employee, and approved by appropriate
designees of the Executive Committee, in the performance of his duties
hereunder, including expenses for entertainment and travel, as are consistent
with the policies and procedures of Boots & Coots.  Travel and other expenses
from Employee's home to company's office are not included.

5.  Confidential Information.  Employee acknowledges that in the course of
employment by Boots & Coots, Employee will receive certain trade secrets and
confidential information belonging to the company which Boots & Coots desires to
protect as confidential.  For the purposes of this letter agreement, the term
'confidential information' shall mean information of any nature and in any form
which at the time is not generally known to those persons engaged in business
similar to that conducted by Boots & Coots.  Employee agrees that such
information is confidential and that the will not reveal such information to
anyone othe than officers, directors and employees of Boots & Coots.  Upon
termination of employment, for any reason, Employee shall surrender to Boots & Coots all papers, documents and other property of Boots & Coots.

6.  Agreement Not To Solicit.  During the term hereof and for a period of two
years after the termination of employment hereunder (the 'Termination Date'),
regardless of how terminated,

 
Employee will not, singly, jointly, or as a partner, member, contractor,
employee or agent of any partnership or as an officer, director, employee,
agent, contractor, stockholder or investor in any other entity or in any other
capacity, directly or indirectly:

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

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

          c)  employ or otherwise engage in any capacity any person who at the
          Termination Date or at any time during the period two years prior
          thereto was employed, or otherwise engaged, in any capacity by Boots & Coots and who, by reason thereof is or is reasonable likely to be in
          possission of any confidential information.

Employee acknowledges and agrees that the provisions of this paragraph
constitute a material, mutually bargained for portion of this consideration to
be delivered under this letter agreement and that it is a condition precedent to
the creation and existence of Boots & Coots obligations hereunder.

7.  Termination for Cause.  Boots & Coots may terminate employment of Employee
under this letter agreement if any of the following occur:

          a)  the death of Employee;

          b)  the Employee becomes, in the good faith opinion of Boots & Coots,
          physically or mentally disabled, for a period of more than thirty (30)
          consecutive days, or for a period of more than sixty (60) days in the
          aggregate during a twelve (12) month period, to extent he is unable to
          perform his duties hereunder;

          c)  the Employee breaches any material provision of this letter
          agreement;

          d)  the Employee fails, or refuses to comply with the policies,
          standards or regulations of Boots & Coots; or

          e)  the Employee engages in conduct, if not in connection with the
          performance of his duties hereunder, which would result in serious
          prejudice to the interests of Boots & Coots if he were retained as an
          employee.

 
In the event of a termination for cause pursuant to the provisions of this
letter agreement, Boots & Coots shall give a written statement to Employee
specifying the event causing such termination, and the termination will be
immediately effective.  In the event of a termination for cause pursuant to the
provision above, this letter agreement shall be wholly terminated and Employee
shall not be entitled to any further compensation or any other benefits provided
for herein, and shall not be entitled to serverance pay.  However, any of the
provisions of this letter agreement relating to activities and conduct after the
termination of the employment relationship between Boots & Coots and Employee
shall remain in full force and effect, and be enforceable as provided for
herein.

8.  Notices.  All notices or other communications pursuant to this contract may
be given by personal delivery, or by certified mail, addressed to the home
office of Boots & Coots or to the last known address of Employee.  Notices given
by personal delivery shall be deemed given at the time of delivery, and notices
sent by certified mail shall be deemed given when deposited with the U. S. Post
Office.

9.  Entirety of Agreement.  This letter agreement contains the entire
understanding of the parties and all of the covenants and agreements between the
parties with respect to the employment.

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

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

12.  Assignment.  This letter agreement shall not be assignable by Employee.  In
the event of a future disposition of the properties and business of Boots & Coots by merger, consolidation, sale of assets, or otherwise, then Boots & Coots
may assign this letter agreement and all of its rights and obligations to the
acquiring or surviving entity; provided that any such entity shall assume all of
the obligations of Boots & Coots hereunder.

13.  Arbitration.  Any dispute, controversy or claim arising out of or relating
to this letter agreement shall be submitted to and finally settled by binding
arbitration to be held in Houston, Texas, in accordance with the rules of the
American Arbitration Association in effect on the date of this letter agreement,
and judgment upon the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof.  All agreements contemplated herein to be

 
entered into to which the parties hereto are parties shall contain provisions
which provide that all claims, actions or disputes pursuant to, or related to,
such agreements shall be submitted to binding arbitration.

DATED, this ____ day of _____________, 1997.

BOOTS & COOTS INTERNATIONAL                  EMPLOYEE
WELL CONTROL, INC.



By:__________________________________        ___________________________________