Employment Contract - Boots & Coots International Well Control Inc. and Dewitt Edwards


                               EMPLOYMENT CONTRACT

This Agreement is made and entered into by and between BOOTS & COOTS
INTERNATIONAL WELL CONTROL, INC., and its wholly owned subsidiaries, referred to
together in this Contract as Employer, and DEWITT EDWARDS, referred to in this
Contract as Employee. Employer hereby employs Employee and Employee accepts such
employment on the following terms and conditions:

1.     Term. Employee shall be employed by Boots & Coots for a period of five 
(5) years from the effective date hereof. This letter agreement shall be
automatically renewed for successive additional one (1) year terms unless notice
of termination is given in writing by either party to the other party at least
thirty (30) days prior to the expiration of the initial term or any such renewal
term.

2.     Duties. Employee shall perform such services regarding the operations of
Boots & Coots as the Board of Directors, or Senior management, 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 Executive Committee and Senior management of Boots & Coots.

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 an initial gross annual salary of $150,000,
                  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) Auto Allowance. In addition to the Base Salary, Employer
                  shall pay Employee an amount equal to $12,000 per year for the
                  use of his personal automobile on behalf of Employer. Such
                  auto allowance shall be payable in accordance with the
                  Company's normal payroll policies, subject to withholding for
                  federal income tax, social security, state and local taxes, if
                  any, and any other sums that Employer may be legally required
                  to withhold.

                  c) Incentive Stock Plan. Employer has adopted an Employee
                  Incentive Stock Plan and will, as a condition of employment,
                  award Employee an Option to purchase up to 100,000 shares of
                  the $0.00001 par value Common Stock of Employer, at a price
                  equal to eighty percent (80%) of the last bid price of such
                  Common Stock on the American Stock Exchange on the day
                  preceding the date hereof. 20,000 of such Options shall be
                  vested upon execution hereof and the balance shall vest at the
                  rate of 20,000 on each anniversary of Employee's employment
                  and shall be further conditioned upon Employee's continued
                  employment at the time of each vesting.


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                  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
                  $150,000 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.

                  f) Annual Review. Employee shall be eligible each year during
                  the five year term of this agreement and each extension hereof
                  for a merit review by the President, Chairman of the Board, or
                  Board of Directors, of Employer to consider increases to
                  Employee's compensation.

                  g) Consideration for Execution. Boots & Coots shall pay the
                  sum of $10,000 as additional consideration for the execution
                  of this Employment Contract. Employee acknowledges that this
                  sum, together with the other considerations set forth herein,
                  is sufficient consideration for his execution hereof and the
                  undertakings contained in paragraphs 7 and 8.

4.     Vacation and other Benefits. Employee shall be entitled to three weeks of
paid vacation each year of his employment hereunder. Such vacation shall be
taken at such time, or times, as shall not be disruptive to the business of
Boots & Coots. Scheduling shall be accomplished with Executive Committee. In
addition, Employee shall be entitled to paid sick leave of up to fifteen days,
based upon Employee's years of service. Employee shall be entitled to five days
of paid sick leave for each year of service to the company, up to a maximum of
fifteen days, annually.

5.     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.

6. Confidential Information. Employee acknowledges that in the course of
employment by Boots & Coots, Employee will receive certain trade secrets and
confidential information


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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 other 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.

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

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

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

                  c) Moreover, if during Employee's employment by Boots & Coots,
                  Employee creates any original work of authorship which is the
                  subject matter of copyright relating to Boots & Coots
                  business, products, or services, whether such work is created
                  solely by Employee or jointly with others, Boots & Coots shall
                  be deemed the author of such work if the work is prepared by
                  Employee in the scope





                  of his or her employment; or, if the work is not prepared by
                  Employee within the scope of his or her employment, but is
                  specifically ordered by Boots & Coots as a contribution to a
                  collective work, as a part of a motion picture or other
                  audiovisual work, as a translation, as a supplementary work,
                  as a compilation or as an instructional text, then the work
                  shall be considered to be a work made for hire and Boots & Coots shall be the author of the work. In the event such work
                  is neither prepared by the Employee within the scope of his or
                  her employment or is not a work specially ordered and deemed
                  to be a work made for hire, then Employee hereby agrees to
                  assign, and by these presents, does assign, to Boots & Coots
                  an undivided one-half interest in and to all of Employee's
                  worldwide right, title and interest in and to the work and all
                  rights or copyright therein, including but not limited to, the
                  execution of all formal assignment documents requested by
                  Boots & Coots or its nominee, not inconsistent with this
                  agreement, and the execution of all lawful oaths and
                  applications for registration of copyright in the United
                  States and foreign countries.

8.     Agreement Not To Solicit. During the term hereof and for a period of one
year 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 possession 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.





9.     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
                  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 agreement shall be wholly terminated and Employee shall
not be entitled to any further compensation or any other benefits provided for
herein, and shall not be entitled to severance pay. However, any of the
provisions of this agreement relating to activities and conduct after the
termination of the employment relationship between Boots & Coots and Employee
shall remain in full force and effect, and be enforceable as provided for
herein.

10.     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.

11.     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.

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

13. 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.





14.     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.

15.     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.

This Employment Contract is entered into this the _____ day of _________, 1998.

'EMPLOYER'

BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.



By:
   ---------------------------------
    L. H. Ramming, Chairman

'EMPLOYEE'



------------------------------------
Dewitt 'Dee' Edwards