Account Transfer and Purchase Agreement - KBK Financial Inc., Boots & Coots Special Services Inc. and IWC Services Inc.


                     ACCOUNT TRANSFER AND PURCHASE AGREEMENT

     This  Account  Transfer  and Purchase Agreement (this "Agreement") is dated
this  18th  day  of  June,  2001, and is between KBK Financial, Inc., a Delaware
corporation  authorized  to  do  business in Texas and doing business as BCI/KBK
Acceptance  Corporation  ("KBK"),  and  BOOTS  & COOTS SPECIAL SERVICES, INC., a
Texas  corporation,  and  IWC SERVICES, INC., a Texas corporation (collectively,
"Seller"). This Agreement shall become effective as of the day it is accepted in
the  State  of  Texas  by  KBK  as  indicated  at the end hereof by the date and
signature  on  behalf  of  KBK.

     WHEREAS,  KBK  is  in  the  business  of  purchasing  accounts  receivable
     ("accounts");  and
     WHEREAS,  Seller  desires,  from  time  to  time  during  the  term of this
     Agreement,  to  sell  accounts  to  KBK;  and

     WHEREAS,  the  parties hereto desire to enter into this Agreement to govern
     the  purchase  and  sale  of  accounts;

     NOW  THEREFORE,  in  consideration  of  the premises, the mutual agreements
     herein contained and for other good and valuable consideration, the receipt
     and  sufficiency  of  which  are  hereby acknowledged, the parties agree as
     follows:

1.   OFFER  OF  ACCOUNTS.  At  its election from time to time during the term of
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     this  Agreement,  Seller  agrees  to  offer  for sale to KBK certain of its
     accounts  arising  out  of sales of goods, or services rendered, by Seller,
     and  to  sell  to  KBK on the terms set forth in this Agreement such of the
     offered  accounts as KBK may accept for purchase in the State of Texas. KBK
     shall  have  the absolute right in its sole discretion to reject any or all
     offered  accounts,  whether or not KBK has previously purchased accounts of
     any  particular  account  debtor hereunder. The parties agree that, without
     the  prior  consent  of KBK, the maximum Gross Amount (as defined below) of
     accounts  that  KBK  may  purchase hereunder at any time, together with the
     Gross  Amount of accounts previously purchased by KBK from Seller hereunder
     which  then  remain  outstanding,  will  not exceed FIVE MILLION AND NO/100
     DOLLARS  ($5,000,000.00)  (the "Facility Amount"); provided, however, until
     completion  of  the  field audit provided in Section 10 below, the Facility
     Amount  shall  be  limited  to  $2,875,000.00.  KBK's  consent  to purchase
     accounts  in excess of such amount may be evidenced by KBK's acceptance for
     purchase  of  such  offered  accounts.

2.   PURCHASE  AND  SALE  OF  ACCOUNTS.  Each account purchased by KBK hereunder
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     shall  be  purchased  by  KBK  without  recourse against Seller. All losses
     incurred  by  KBK  from  the  financial inability of the applicable account
     debtor to pay such account over and above any and all Residual Payments (as
     hereinafter  defined)  and  Reserve (as hereinafter defined) amounts offset
     shall  be  borne  solely  by  KBK;  provided, however, that nothing in this
     Agreement  shall  be  construed  to  relieve  Seller from liability for any
     breach  by  Seller  of  any representation, warranty or agreement of Seller
     contained  herein.  Notwithstanding  any provision in this Agreement to the
     contrary,  it  is  contemplated  by and the intention of the parties hereto
     that  accounts  of  Seller  may  be considered and purchased as one account
     (herein  a  "batch")  and the terms "account" and "accounts" as used herein
     may  also  refer  to  and  mean a "batch" or "batches," as the case may be.

     In  connection with each offer of accounts to KBK, Seller agrees to deliver
     to  KBK  a written assignment of such accounts, together with a copy of all
     invoices relating to such accounts, and evidence of delivery of the related
     goods  or  performance  of  the  related  services  (and, if requested, the
     original  purchase  orders  from  the  applicable customers), all in a form
     satisfactory to KBK. In order for an account to be eligible for purchase by
     KBK,  the  related invoice must set forth, as the sole address for payment,
     the  following  post  of  lice  box:  P.O.  Box 3358, Fort Worth, TX 761 13
     ("Authorized  Remittance  Address") (or, upon notice from KBK, another post
     of  lice  box  of  KBK) and, in the case of payments to be effected by wire
     transfer  or other electronic means, the related invoice must set forth, as
     the  sole  bank account for such payment, a bank account of KBK (or a third
     party  designated  by  KBK)  designated by KBK from time to time (except in
     each  case  as  otherwise  agreed  in writing by KBK). KBK's acceptance for
     purchase  of  offered accounts shall be evidenced by KBK's tendering of the
     Initial  Payment (as hereinafter defined) to Seller or otherwise delivering
     to  Seller  a  schedule  of accounts accepted for purchase by KBK. Seller's
     transference of offered accounts shall not tee effective as to any accounts
     not  accepted  for  purchase  by  KBK.

     Seller  hereby sells, transfers, assigns and otherwise conveys to KBK (as a
     sale  by  Seller  and  a  purchase  by  KBK,  and  not  as security for any
     indebtedness  or  other  obligation  of Seller to KBK) all right, title and
     interest  of  Seller  in  and  to all accounts accepted by KBK for purchase
     hereunder,  together  with  all  related  rights  (but  not obligations) of


Acct  Transfer  Agreement/RAR                                            ~6/16/l

     Seller  with  respect  thereto,  including all contract rights, guarantees,
     letters of credit, liens in favor of Seller, insurance and other agreements
     and  arrangements  of  whatever  character  from time to time supporting or
     securing  payment  of  such  accounts  and all right, title and interest of
     Seller  in  any related goods, including Seller's rights and remedies under
     Article  2,  Part  7 of the applicable Uniform Commercial Code ("UCC"). The
     foregoing sale, transfer, assignment and conveyance does not constitute and
     is  not  intended  to  result  in an assumption by KBK of any obligation of
     Seller  or  any  other  person  in  connection with the accounts or related
     rights or under any agreement or instrument relating thereto. Seller agrees
     to  execute and deliver such bills of sale, assignments, letters of credit,
     notices  of  assignment,  financing  statements  (including  continuation
     statements)  under  the  applicable  UCC and other documents, and make such
     entries  and  markings in its books and records, and to take all such other
     actions  (including  the  negotiation, assignment or transfer of negotiable
     documents,  letters  of  credit or other instruments) as KBK may request to
     further  evidence  or  protect  the  sales  and assignments of accounts and
     related  rights to KBK hereunder, as well as KBK's interest in any returned
     goods  referred  to  in  Section  7  hereof.

3.   TERMS OF ACCOUNTS.  Except  as otherwise may be agreed to in writing by KBK
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     from  time  to  time,  the  terms  of sale offered by Seller to its account
     debtors  with respect to all accounts offered to KBK for purchase hereunder
     shall  be  NET  30 DAYS. After an account has been purchased by KBK, Seller
     shall not have the right to vary the terms of sale set forth in the invoice
     relating  to  such  account,  or any other aspect of the account, except in
     Seller's  capacity  as agent for KBK for purposes of collection of accounts
     purchased  by  KBK as set forth in Section 8 hereof, and then only with the
     prior  written  consent  of  KBK.

4.   PURCHASE PRICE. The  purchase  price  for  each account purchased hereunder
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     shall  consist  of  and  be  paid  by  the Initial Payment and the Residual
     Payment.  The  Initial  Payment  shall  be  payable  by KBKto Seller on the
     business  day  that  KBK  accepts for purchase the related account, and the
     Residual  Payment  shall  be  payable by KBK to Seller within five business
     days  after  KBK  receives  and deposits the proceeds of collection for the
     subject  account  in  an  amount  equal  to  the Net Amount (as hereinafter
     defined)  of  such  account  (subject to KBK's right to withhold payment of
     Residual Payments hereunder, and subject to KBK's right to withhold, offset
     and  charge,  each  as  described  below).

     "Initial Payment" means EIGHTY-FIVE PERCENT (85%) of the Gross Amount of an
     account,  provided  that  the  field  audit  provided  in  Section 10 below
     indicates  dilution  does  not  exceed  five  percent (5%) and each invoice
     submitted  should  have  a  balance  of  not less than $500.00 each. "Gross
     Amount  of  an  account means the gross face amount payable pursuant to the
     related  invoice. "Net Amount" of an account means the Gross Amount of such
     account, less all permitted discounts, deductions and allowances. "Residual
     Payment"  with  respect  to an account means the aggregate amount collected
     with  respect to such account, less the sum of (i) the Initial Payment with
     respect  to  such account, (ii) the KBK Discounts (as hereinafter defined),
     (iii)  any  and  all  attorneys'  fees  and  other  costs  of  collection.

5.   FIXED  AND  VARIABLE  DISCOUNTS.  "Fixed  Discount" means a discount of TWO
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     PERCENT  (2.0%)  of  the  Gross amount of such account. "Variable Discount"
     means  a discount computed on the Initial Payment and accruing on the basis
     of actual days elapsed from the date of Initial Payment until and including
     three  (3)  business  days  after KBK receives and deposits the proceeds of
     collection of such account at a per annum rate equal to KBK's Base Rate (as
     hereinafter defined) in effect on the date of purchase of such account plus
     TWO  PERCENT  (2.0%)  per  annum;  provided, however, in no event shall the
     Variable  Discount  with respect to any account purchased hereunder be less
     than  seven  percent  (7.0%)  per  annum.  "Base Rate" means that per annum
     variable  rate  (expressed  as  a  per  annum  percentage  based  on a year
     consisting  of 360 days) determined from time to time by KBK without notice
     to Seller as KBK's Base Rate for purposes of calculating variable discounts
     under  KBK's  account  transfer  agreements.  The  Fixed  Discount  and the
     Variable  Discount  shall  be  collectively  referred to herein as the "KBK
     Discounts".  The  KBK  Discounts  may be subject to one or more adjustments
     during  the  term of this Agreement if a Performance Based Pricing Addendum
     is attached hereto. Notwithstanding the foregoing, the minimum KBK Discount
     on  each  account  purchased  hereunder  shall  be  $10.00.

6.   Reserve. In the  event  that  KBK believes Seller has breached any material
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     representation,  warranty,  covenant  or  agreement  contained  herein
     (including,  without  limitation,  in the event an account purchased by KBK
     becomes a Disputed Account as hereinafter defined), any account is not paid
     in  full  within  90 days from the date of purchase of such account, or KBK
     deems  itself  insecure  hereunder,  KBK  may at its election, withhold and
     accumulate the payment of the Residual Payments ("Reserve") with respect to
     any or all accounts purchased hereunder to the extent necessary to maintain
     a Reserve in an amount up to the sum of (a) the total Initial Payments made
     by  KBK  with  respect  to accounts purchased by KBK hereunder which remain
     uncollected,  plus  (b)  the  total  of  the  KBK  Discounts


Acct  Transfer  Agreement/RAR           2                                ~6/16/l

     with  respect  to such accounts and (c) such other amounts which may become
     due  by Seller to KBK hereunder or under any other agreement. Seller hereby
     authorizes KBK to offset and charge any and all amounts for which Seller or
     the  Reserve  may  be obligated to pay to KBK pursuant to the terms of this
     Agreement  against the Reserve, and at KBK's election, against any funds of
     Seller  in the possession or control of KBK, from whatever source. However,
     if,  on  any  business day that KBK regularly makes a payment to Seller for
     accounts  purchased,  none  of the foregoing conditions exists and no other
     breach  of  this  Agreement  by Seller exists, then KBK shall distribute to
     Seller  the  Residual  Payments  then due and all funds it then has on hand
     that  it  has  collected  from  accounts  that  KBK has not then purchased.

7.   Certain  Security.  the  purpose  of securing KBK (a) in the payment of any
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     and  all  sums  of  money  that may become due and owing KBK from Seller by
     reason  of  this  Agreement,  (b)  in the performance by Seller of Seller's
     obligations  hereunder,  and under any other agreement, contract, document,
     note  or  other  instrument in favor of KBK or its assignees and (c) in the
     performance  of  all  the  obligations  of  all  Affiliates (as hereinafter
     defined)  under each Affiliate's agreements, contracts, documents, notes or
     other  instruments  in favor of KBK or its assigns, Seller hereby grants to
     KBK  a security interest in (i) all of Seller's present and future accounts
     and  proceeds (including accounts but excluding cash) created from the sale
     by  the  Seller  of  inventory,  contract  rights,  documents, instruments,
     chattel paper, general intangibles and all products and proceeds therefrom,
     including  all  resumed  or  repossessed  goods,  as  well as all books and
     records  pertaining  to  all  of  the  foregoing,  (ii)  all amounts due as
     Residual  Payments  or withheld by KBK as the Reserve pursuant to Section 6
     hereof,  and  (id)  all money and other funds of Seller now or hereafter in
     the  possession,  custody or control of KBK, from whatever source. The term
     "Affiliate"  shall  mean  with respect to any person or entity in question,
     any  other  person  or  entity  owned  or  controlled  by, or which owns or
     controls  or  is  under common control or is otherwise affiliated with such
     person  or  entity  in  question. Seller agrees to execute and deliver such
     financing statements under the applicable UCC and other documents, and make
     such  entries  and  markings  in its books and records and to take all such
     other actions, as KBK may request to further evidence, perfect, preserve or
     protect  the security interest granted to KBK hereunder. KBK shall have all
     rights  and  remedies  in  respect of the lien and security interest herein
     granted  as  are  provided  in this Agreement, the UCC and other applicable
     law, including the right at any time, before or after any default by Seller
     of any of its obligations hereunder, to notify account debtors and obligors
     on instruments to make payment to KBK (or its designee) and to take control
     of proceeds to which KBK is entitled, and to apply proceeds to (in addition
     to  other  obligations of Seller to KBK) the reasonable attorneys' fees and
     legal  expenses  incurred  by  KBK  in  connection  with the disposition of
     collateral  or  the  other  exercise  of  rights  and  remedies  by  KBK.

     Seller  herein  acknowledges  and  warrants to KBK that it has received and
     will  receive,  direct  and  indirect  benefits  by  and from granting this
     security interest to KBK to secure the obligations of any Affiliate to KBK.

     In  the  event a security interest has heretofore been granted and given to
     KBK  by  Seller  in  a  prior agreement(s) or document(s) to secure certain
     obligations,  then,  in  such  event,  and notwithstanding anything in this
     Agreement  to  the  contrary,  including  Section  23  hereof, the lien and
     security  interest  herein  granted  and  given  to  KBK  is in renewal and
     extension,  and not in extinguishment of, all such prior liens and security
     interests  and  are  valid  and  subsisting liens and security interests to
     secure  all  prior, existing and new obligations of Seller to KBK hereunder
     and  under any such prior agreements, which obligations are likewise herein
     renewed  and  extended,  in  any  manner,  including any action required in
     connection  with  or  by  virtue  of the United States Bankruptcy Code (the
     "Bankruptcy  Code").

8.   SERVICING.  KBK  hereby  appoints  Seller  as  servicing  agent  for  KBK
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     ("Servicer")  for  the  purpose  of  expediting  the  payment  of  accounts
     purchased  by  KBK  hereunder  which  become  past  due. Servicer agrees to
     maintain an active, on-going and regular dialogue with each Account Debtor.
     Servicer  further  agrees  to utilize all powers, influences and rights and
     take  every  action  within  its  control  in accordance with its customary
     practices  and  applicable  law  to expedite the collection of the accounts
     purchased  by  KBK which become past due and direct such payments in specie
     exclusively  to  the  Authorized Remittance Address. Seller will furnish to
     KBK,  upon  request,  any  and  all  papers,  documents  and records in its
     possession  or  control  related to accounts purchased by KBK hereunder, or
     related  to  Seller's  business  relationship  with  the respective account
     debtors,  and  agrees to cooperate fully with KBK in all matters related to
     collection  of  accounts purchased by KBK hereunder. KBK reserves the right
     to  terminate such servicing relationship at any time with or without cause
     and  without  notice  to  Servicer.

     Seller  authorizes KBK to forward directly to account debtors statements or
     invoices  on accounts purchased by KBK hereunder, and to request payment at
     such  address  or  to such bank account as may be designated by KBK. Seller
     agrees  that,  if any payment is made to Seller on any account purchased by
     KBK  from  Seller  hereunder,  Seller  (i)  will


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     hold  such  payment  in trust for KBK, (ii) will not commingle such payment
     with  any  funds  of Seller, and (iii) will deliver such payment to KBK, in
     the  exact form received, by the close of business on the next business day
     following  receipt  thereof  by Seller. If any goods relating to an account
     purchased  by  KBK hereunder shall be returned to or repossessed by Seller,
     Seller shall give prompt notice thereof to KBK and shall hold such goods in
     trust  for  KBK,  separate  and  apart from Seller's own property, and such
     goods  shall  be  owned solely by KBK and be subject to KBK's direction and
     control.  Seller  shall properly store and protect such goods and agrees to
     cooperate  fully  with  KBK  in  any subsequent disposition thereof for the
     benefit  of  KBK.

     Seller authorizes KBK to collect, sue for and give releases for in the name
     of Seller or KBK in KBK's sole discretion, all amounts due on accounts sold
     to  KBK  hereunder.  Seller  specifically authorizes KBK to endorse, in the
     name  of  Seller,  all  checks, drafts, trade acceptances or other forms of
     payment  tendered  by  account  debtors  in payment of accounts sold to KBK
     hereunder and made payable to Seller. KBK shall have no liability to Seller
     for  any mistake in the application of any payment received with respect to
     any  account,  IT  BERG SPECIFIC 'TENT OF THE PARTIES HERETO THAT KBK SHALL
     HAVE NO LIABILITY HEREUNDER FOR ITS OWN NEGLIGENCE except for its own gross
     negligence or willful misconduct. Seller hereby waives notice of nonpayment
     of  any  account sold to KBK hereunder as well as any and all other notices
     with  respect  to  such accounts, demands or presentations for payment, and
     agrees  that  KBK  may extend or renew from time to time the payment of, or
     vary  or reduce the amount payable under or compromise any of the terms of,
     any account purchased by KBK, in each case without notice to or the consent
     of  Seller.  Seller  further  authorizes  KBK (or its designee) to open and
     remove  the  contents  of  any  post  of  lice box of Seller or KBK (or its
     designee)  which  KBK  believes  contains mail relating to accounts, and in
     connection  therewith  or  otherwise,  to receive, open and dispose of mail
     addressed to Seller which KBK believes may relate to accounts, and in order
     to further assure receipt by KBK (or its designee) of mail relating to such
     accounts,  to  notify  other  parties  including  customers  and  postal
     authorities  to  change  the address for delivery of such mail addressed to
     Seller  to  such address as KBK may designate. KBK agrees to use reasonable
     measures to preserve the contents of any such mail which does not relate to
     accounts  purchased  hereunder  and  to  deliver same to Seller (or, at the
     emotion  of  KBK,  to  notify  Seller  of the address where Seller may take
     possession  of  such contents; provided, if Seller does not take possession
     of  such  contents  within 30 days after notice from KBK to take possession
     thereof, KBK may dispose of such contents without any liability to Seller).
     Seller  hereby  irrevocably  appoints KBK (and any employee, agent or other
     person  designated  by  KBK,  any  of  whom  may act without joinder of the
     others)  as  Seller's attorneys-in-fact and agents, in Seller's name, place
     and  stead, to take all actions, execute and deliver all notices, negotiate
     such  instruments  and other documents, as may be necessary or advisable to
     permit  KBK  (or its designee) to take any and all of the actions described
     in  this paragraph or to carry out the purpose and intent thereof, as fully
     and  for  all  intents  and  purposes as Seller could itself do, and hereby
     ratifies  and consigns all that said attorneys-in-fact and agents may do or
     cause  to  be  done by virtue hereof. This power of attorney is irrevocable
     and  deemed  coupled  with  an  interest.

9.   REPRESENTATIONS  AND  WARRANTIES  OF  SELLER.  Seller hereby represents and
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     warrants  to  KBK  with  respect  to  each account offered by Seller to KBK
     hereunder  that (i) Seller is the sole owner of such account, which account
     is  free  and  clear  of  any  liens,  claims,  equities  or  encumbrances
     whatsoever,  and  upon  each  purchase by KBK of such account, KBK will own
     such  account free and clear of any liens, claims, equities or encumbrances
     whatsoever  and  the  consideration  received  by  Seller from KBK for such
     account  is  fair  and adequate, (ii) Seller is the sole obligee under such
     account,  and  has  full  power  and is duly authorized to sell, assign and
     transfer such account to KBK hereunder, and unless otherwise agreed by KBK,
     the date of sale of such account is not more than 30 days after the date of
     the  original  invoice  relating  to  such  account,  (iii)  Seller  has no
     knowledge  of  any  fact which would lead it to expect that, at the date of
     sale  of  such  account  to  KBK, such account will not be paid in the full
     stated amount when due, (iv) such account arises out of a bona fide sale of
     conforming  goods or the bona fide rendition of services by Seller, and all
     underlying  goods  have  been  delivered  to  the  account  debtor,  or all
     underlying  services  have been rendered by Seller, in complete fulfillment
     of  all  of  the  terms  and  conditions of a fully executed, delivered and
     unexpired  contract  with  the  account  debtor, and the account debtor has
     accepted  the  goods  or  services  to  which the account relates, (v) such
     account  is  denominated  and  payable  only  in  United States dollars and
     constitutes  the legal, valid and binding payment obligation of the account
     debtor,  enforceable  in  accordance  with  its  terms  (except  as  such
     enforceability  may  be  limited  by  applicable  bankruptcy,  insolvency,
     reorganization,  moratorium or other similar laws affecting the enforcement
     of  creditors' rights generally), (vi) such account is current and not past
     due as of the date of purchase by KBK, has not been paid by or on behalf of
     the account debtor in whole or in part, and is not and will not tee subject
     to  any  dispute,  recision,  set-off,  recoupment, defense or claim by the
     account  debtor, whether relating to price, quality, quantity, workmanship,
     delay  in  delivery,  set  off,  counterclaim or otherwise, and the account
     debtor  has  not  and  will  not claim any defense of any kind or character
     (other  than  bankruptcy  or  insolvency  arising  after  the


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     date  of  sale  of  such  account to KBK hereunder) against payment of such
     account,  and  (vii) as of the date of purchase by KBK of such account, the
     account  debtor with respect to such account is located (within the meaning
     of  Section  9-103  of  the applicable UCC) and has its principal executive
     offices  within  the  United  States,  unless such account is back by trade
     credit  insurance  or  pre-approved  by  KBK. Seller further represents and
     warrants  to  KBK  that (a) the execution, delivery and performance of this
     Agreement  by  Seller  have  been  duly  authorized  and  this  Agreement
     constitutes  the legal, valid and binding obligation of Seller, enforceable
     against  Seller in accordance with its terms (except as such enforceability
     may  be  limited  by  applicable  bankruptcy,  insolvency,  reorganization,
     moratorium  or  other  similar laws affecting the enforcement of creditors'
     rights  generally),  (b)  Seller  is  not  a  debtor  in  any  bankruptcy
     proceedings,  insolvent,  undergoing  composition or adjustment of debts or
     unable  to  make  payment  of  its  obligations when due and no petition in
     bankruptcy  has  been  filed by or against Seller or any Affiliate, nor has
     Seller  or  any  Affiliate  filed any petition seeking an adjustment of its
     debts or for any other relief under the Bankruptcy Code, and no application
     for  appointment  of a receiver or trustee for all or a substantial part of
     the  property  of Seller or any Affiliate is pending, nor has Seller or any
     Affiliate  made  any assignment for the benefit of creditors, (c) Seller is
     not  in default of any debt or obligation to KBK, any other lender or other
     creditor,  and (d) Seller's principal place of business, chief executive of
     lice,  the  location  where all records concerning its books of account and
     contract  rights  are  kept, and (except any additional locations listed on
     Schedule  A  attached  hereto) the sole location of any property subject to
     the security interest granted herein is its "Address for Notices" set forth
     on  the  signature page hereon. Seller agrees not to change the location of
     its  principal  place  of business or chief executive of lice, the location
     where  its  records  concerning its books of account or contract rights are
     kept,  or  the  location  of  any property subject to the security interest
     granted  herein,  without  giving  at  least 15 days advance written notice
     thereof to KBK pursuant to Section 19 herein. Seller does business under no
     trade  or  assumed  names  except  as  may be listed on Schedule A attached
     hereto.

     Each  representation  and  warranty  of  Seller contained in this Agreement
     shall  be  deemed  to be made at and as of the date hereof and at and as of
     the  date  of  each  sale  of  accounts  to  KBK  hereunder.

     Seller agrees to indemnify and hold all Indemnified Persons (as hereinafter
     defined)  harmless  against  any  breach  by  Seller of any representation,
     warranty  or  agreement  of Seller contained in this Agreement, and against
     any  claims  or damages arising out of the manufacture, sale, possession or
     use  of,  or  otherwise relating to, goods, or the performance of services,
     associated  with  or  relating  to accounts or related rights purchased (or
     with  respect  to which a security interest is granted) hereunder. The term
     "Indemnified  Persons"  shall  mean  KBK  and  its  officers,  directors,
     shareholders,  employees,  attorneys,  representatives, agents, Affiliates,
     successors  and  assigns.

     Seller  agrees  to  notify  KBK  immediately of any breach by Seller of any
     representation,  warranty or agreement of Seller contained herein or should
     any  representation,  warranty  or  agreement  made herein become untrue or
     false  at  any time. Seller further agrees to notify KBK immediately of the
     assertion  by  any  account debtor of any dispute or other claim (including
     any  defense  or offset asserted by any account debtor) with respect to any
     account  sold  to  KBK  hereunder,  or with respect to any related goods or
     services  ("Disputed  Accounts").  Upon  KBK's  request,  Seller  agrees to
     settle,  at  its  own expense and for the benefit of KBK, all such Disputed
     Accounts;  provided,  that  any such settlement shall be made only with the
     prior written consent of KBK. Unless KBK is advised in writing by Seller to
     the  contrary, any account that has not been approved by the account debtor
     within  sixty (60) days from the date of the invoice upon which the account
     is  based,  shall  be  deemed  to be a Disputed Account. As to any Disputed
     Account, KBK shall have the right, in its sole discretion, (i) to settle at
     the  expense  of Seller (including all attorneys' fees and expenses of KBK)
     and for the benefit of KBK any such dispute or claim upon such terms as KBK
     may  in  its  sole  discretion deem advisable or (ii) to assign the related
     account  to  Seller, without recourse to KBK, and charge any unpaid balance
     with  respect thereto (up to the amount of the Initial Payment with respect
     thereto  and  KBK's  Discounts through the date of such charge with respect
     thereto) against the Reserve or deduct such unpaid balance from any Initial
     Payments  or  against any money or other funds of Seller in the possession,
     custody  or  control  of  KBK, from whatever source. Seller agrees that, in
     lieu  of  KBK charging any such unpaid balance against the Reserve, Initial
     Payments  or  against  such other funds, KBK may require Seller to pay (and
     Seller  hereby  agrees to pay) to KBK on demand any such unpaid balance. An
     account with respect to which the account debtor has asserted an Insolvency
     Claim  is  not a Disputed Account. As used herein, "Insolvency Claim" means
     any  defense or other claim by an account debtor with respect to an account
     sold to KBK hereunder arising solely out of the bankruptcy or insolvency of
     the account debtor or the financial inability of the account debtor to pay,
     if  Seller  has not breached its representation contained in clause (vi) of
     the first paragraph of this Section. Notwithstanding anything herein to the
     contrary,  KBK shall have the right to charge all accounts not paid because
     of  an  Insolvency  Claim  against  the  Reserve and such charge shall have
     priority  over  and  be  paid  before  any  Disputed  Account  charge.


Acct  Transfer  Agreement/RAR           5                                ~6/16/l

10.  FINANCIAL  STATEMENTS.  Seller  represents  and warrants that all financial
     ---------------------
     and  other  information  provided by Seller to KBK in connection with or in
     Seller's  application  to KBK or to induce KBK to enter into this Agreement
     is  true,  complete  and correct in all material respects. Seller agrees to
     furnish to KBK (i) within 90 days after the last day of each fiscal year of
     Seller,  a consolidated statement of income and a consolidated statement of
     cash flows of Seller for such fiscal year, and a consolidated balance sheet
     of  Seller  as of the last day of such fiscal year, in each case audited by
     an independent certified public accounting firm acceptable to KBK, together
     with  a  copy  of  any  report  to  management  delivered to Seller by such
     accountants in connection therewith, and (ii) within 30 days after the last
     day  of each fiscal month of Seller, an unaudited consolidated statement of
     income  and statement of cash flows of Seller for such fiscal month, and an
     unaudited  consolidated  balance sheet of Seller as of the last day of such
     fiscal  month.  Seller  represents and warrants that each such statement of
     income  and  statement  of  cash flows will fairly present, in all material
     respects, the results of operations and cash flows of Seller for the period
     set forth therein, and that each such balance sheet will fairly present, in
     all material respects, the financial condition of Seller as of the date set
     forth  therein,  all  in  accordance  with  generally  accepted  accounting
     principles  applied on a consistent basis, except as otherwise noted in the
     accompanying  auditors'  report  (or,  with  respect to unaudited financial
     statements,  in  the  notes thereto). Seller also agrees to furnish to KBK,
     upon request, such additional financial and business information concerning
     Seller  and its business as KBK may reasonably request, including copies of
     its  Form  941 returns filed with the Internal Revenue Service and evidence
     of  payment  of  related  taxes.  KBK  and  its agents, representatives and
     accountants shall have the right, at all times during normal business hours
     and  without  prior  notice  to  Seller,  to  conduct  an  audit  or  other
     examination  of the financial and business records of Seller and to examine
     and  make  copies  of  all  books  and records of Seller for the purpose of
     assuring  or  verifying  compliance  by  Seller  with  the  terms  of  this
     Agreement,  and  Seller  agrees to cooperate fully with KBK and its agents,
     representatives  and  accountants in connection therewith and to timely pay
     all  costs  associated with such audits at a rate equal to $750.00 per day,
     per  person, plus out-of-pocket expenses. Seller agrees to properly reflect
     the  effect  of  this  Agreement,  and  all  sales  related thereto, in all
     financial  reports  and  disclosures,  written  or  otherwise,  provided to
     Seller's creditors and other interested parties. Seller specifically agrees
     that  all accounts purchased by KBK will be excluded from Seller's reported
     accounts  receivable  balances.  Seller  also  specifically  agrees  to
     immediately notify KBK of any material adverse change in Seller's financial
     condition  or  business.

11.  TAXES. All  taxes  and  governmental  charges  of  any  kind  imposed  with
     ------
     respect  to  the  sale  of  goods  or the rendering of services relating to
     accounts  purchased  by KBK hereunder shall be for the account of, and paid
     by,  Seller.

12.  Fees.  Seller  hereby  agrees  to  pay  to  KBK  on  the execution hereof a
     -----
     one-time origination fee (the "Origination Fee") of TEN THOUSAND AND NO/100
     DOLLARS  ($10,000.00).  Seller  and  KBK  acknowledge  and  agree  that the
     Origination  Fee  is  intended as reasonable compensation to KBK for making
     this  facility available under the terms of this Agreement and for no other
     purpose.

     Seller  hereby  agrees  to  pay  to  KBK  on the first day of each calendar
     quarter  an  availability  fee  equal  to  ONE  PERCENT  (1.00%)  per annum
     (computed  on  the  basis  of a year consisting of 360 days and actual days
     elapsed)  on  the  average  daily  amount  of the Facility Amount which was
     unused  during  the immediately preceding quarter (the "Availability Fee").
     If  the  first  calendar  quarter  covers  less  than  a  full quarter, the
     Availability Fee for such quarter shall be prorated. Such fee shall be paid
     to  KBK  so long as this Agreement is in effect. Seller and KBK acknowledge
     and  agree that the Availability Fee is intended as reasonable compensation
     to KBK for making this facility available under the terms of this Agreement
     and  for  no  other  purpose.

     Seller  hereby  agrees to pay to KBK a termination fee equal to TWO PERCENT
     (2.00%)  of  the  Facility  Amount  (the "Termination Fee") and the payment
     shall  be  an  obligation  of  Seller  secured under Section 7 hereof. This
     Termination Fee is payable upon termination of this Agreement by Seller for
     any  reason  or upon termination by KBK at its election for the reasons set
     forth  in  the  second  sentence  of  Section  13  below.  However, if this
     Agreement  is  so  terminated after the expiration of one (1) year from the
     date  of  KBK's  execution  hereof,  but  on  or  before September 1, 2002,
     one-half  (1/2)  of  the  Termination Fee shall be waived. However, if this
     Agreement  is  so  terminated after the expiration of one (1) year from the
     date  of  KBK's  execution  hereof, but after September 1, 2002, but before
     expiration of two (2) years, one-half (1/2) of the Termination Fee shall be
     waived.  If  the  Agreement is terminated more than two (2) years after the
     date of KBK's execution hereof, all of the Termination Fee shall be waived.


Acct  Transfer  Agreement/RAR           6                                ~6/16/l

13.  TERMINATION. This Agreement  may  be  terminated  by either party hereto by
     ------------
     delivery  of  written  notice of termination of this Agreement to the other
     party  specifying  the date of termination, which date shall be at least 30
     days  after  the  date  such  notice  is  given.  KBK may, at its election,
     terminate  this Agreement immediately and without the requirement of notice
     to  Seller  if  (i)  Seller  shall  fail  to perform any of its obligations
     hereunder  or  shall  breach  any  of  its  representations  and warranties
     hereunder,  (ii)  Seller or any of its Affiliates shall become insolvent or
     suspend  all  or  a  substantial  part  of  its  or their business, (iii) a
     petition  under  the  Bankruptcy  Code  or  any  other insolvency or debtor
     statute  shall  be  filed  by  or  against  Seller  or any Affiliate or any
     receivership  proceedings  with  respect  thereto  shall commence, (iv) any
     guarantee  of  any of Seller's obligations hereunder shall be terminated or
     become  impaired,  (v) an event of default occurs under any other agreement
     now  or  hereafter  executed  between Seller and KBK, or (vi) KBK otherwise
     determines  that  it  is  insecure  hereunder.

     Termination  of  this Agreement shall not affect the rights and obligations
     of the parties hereunder with respect to transactions occurring on or prior
     to the date of such temptation, and this Agreement shall continue to govern
     the  rights  and obligations of the parties hereto with respect to accounts
     purchased  by  KBK from Seller on or prior to the date of such termination.
     All  security  interests  granted  or  contemplated by this Agreement shall
     survive  the termination of this Agreement until all amounts payable to KBK
     with  respect  to  transactions  occurring  on  or  prior  to  the  date of
     termination  have  been  paid  to  KBK,  and  Seller  has performed all its
     obligations  to  KBK  with respect to such transactions and all obligations
     under this Agreement including but not limited to payment of any fees owing
     hereunder.

14.  NOTICE OF PROPOSED REFINANCING  Seller  hereby agrees that in the event (a)
     ------------------------------
     Seller  receives  a  written  proposal  from  any  third  party  to provide
     financing  or  factoring  ("Proposed  Refinancing''),  (b) the terms of the
     Proposed  Refinancing  are  acceptable  to  Seller,  and  (c)  Seller  is
     considering  accepting  the  Proposed  Refinancing  from  the  offeror
     ("Offeror"),  Seller will immediately advise KBK in writing of the identity
     of  the  Offeror,  the  complete  terms  and  conditions  of  the  Proposed
     Refinancing  and  provide  KBK  a  full  and  complete  copy of all written
     correspondence  between  Seller  and  Offeror  describing  the  Proposed
     Refinancing.  Seller agrees not to accept the Proposed Refinancing from the
     Offeror  until  at  least  10 busyness days after delivery of the foregoing
     items  to  KBK.

15.  ATTORNEY'SFEES,LITIGATION EXPENSE. Seller  agrees  to  reimburse  KBK  upon
     ----------------------------------
     demand  for  KBK's attorneys' fees, court costs and other fees and expenses
     recurred  in  collecting  any  sums  due or to become due to KBK hereunder,
     enforcing any of KBK's rights under this Agreement and all actions taken by
     KBK  that  it  deems  necessary  or  desirable under the Bankruptcy Code or
     should any provisions of the Bankruptcy Code be applicable to any rights or
     obligations  of  any  party  to this Agreement, as well as all appearances,
     motions  and  actions  to  which  KBK  may  be  or  become  a  party in any
     bankruptcy  case.

16.  GOVERNINA LAW: VENUE: SUBMISSION TO JURISDICTION. THIS  AGREEMENT  SHALL BE
     -------------------------------------------------
     GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS
     WITHOUT  GIVING  EFFECT  TO  THE  PRINCIPLES  OF CONFLICTS OF LAWS THEREOF,
     EXCEPT  TO  THE  EXTENT  PERFECTION  AND  THE  EFFECT  OF  PERFECTION  OR
     NON-PERFECTION  OF  THE  SECURITY INTEREST GRANTED HEREUNDER, IN RESPECT OF
     ANY PARTICULAR COLLATERAL, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER
     THAN  THE  STATE  OF TEXAS. THIS AGREEMENT IS PERFORMABLE BY THE PARTIES IN
     TARRANT COUNTY, TEXAS. SELLER AND KBK EACH AGREE THAT TARRANT COUNTY, TEXAS
     SHALL BE THE EXCLUSIVE VENUE FOR LITIGATION OF ANY DISPUTE OR CLAIM ARISING
     UNDER  OR  RELATING TO THIS AGREEMENT, AND THAT SUCH COUNTY IS A CONVENIENT
     FORUM  IN  WHICH  TO  DECIDE ANY SUCH DISPUTE OR CLAIM. SELLER AND KBK EACH
     CONSENT  TO  THE  PERSONAL  JURISDICTION  OF  THE  STATE AND FEDERAL COURTS
     LOCATED  IN TARRANT COUNTY, TEXAS FOR THE LITIGATION OF ANY SUCH DISPUTE OR
     CLAIM.  SELLER  IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
     ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE
     OF  ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH
     PROCEEDING  BROUGHT  IN  SUCH  A  COURT HAS BEEN BROUGHT IN AN INCONVENIENT
     FORUM.

17.  WAIVER  OF  JURY  TRIAL  SELLER  AND KBK EACH HEREBY IRREVOCABLY WAIVES, TO
     -----------------------
     THE  MAXIMUM  EXTENT  PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY


Acct  Transfer  Agreement/RAR           7                                ~6/16/l

     JURY  IN  RESPECT  OF  ANY  LITIGATION  DIRECTLY  OR INDIRECTLY AT ANY TIME
     ARISING  OUT  OF,  UNDER  OR  IN  CONNECTION  WITH  THIS  AGREEMENT  OR ANY
     TRANSACTION  CONTEMPLATED  HEREBY  OR  ASSOCIATED  HEREWITH.

18.  Amendments:  Waivers.  This  Agreement  may  be  amended  only  in  writing
     --------------------
     signed  by  the  parties hereto. No failure on the part of KBK to exercise,
     and  no  delay  by  KBK in exercising, and no course of dealing by KBK with
     respect  to,  any  right,  power  or  privilege  under this Agreement shall
     operate  as  a  waiver thereof, nor shall any single or partial exercise of
     any  right,  power  or  privilege  hereunder  by  KBK preclude any other or
     further  exercise  thereof  or  the  exercise  of any other right, power or
     privilege.  The  remedies of KBK hereunder are cumulative and not exclusive
     of  any  remedies  provided  by  law.

19.  Notices. All notices  and  other  communications  provided for herein shall
     --------
     be  given or made in writing and telecopied or delivered by courier or mail
     to  the  intended recipient at the "Address for Notices" specified opposite
     its name on the signature page hereto, or at such other address or telecopy
     number  as  shall be designated by a party to the other party in the manner
     specified  in this Section. All such notices and other communications shall
     be  deemed  to  have  been  duly given when transmitted by telecopier (with
     receipt thereof confirmed by telecopier) or personally delivered or, in the
     case  of  a  mailed notice, upon deposit in the United States Postal System
     postage  prepaid and properly addressed, in each case given or addressed as
     aforesaid.

20.  INDEMNIFICATION.  Seller  agrees  to  indemnify,  defend  and  hold  the
     ----------------
     Indemnified  Persons harmless from and against any and all loss, liability,
     obligation,  damage,  penalty,  judgment,  claim,  deficiency  and  expense
     (including  interest,  penalties,  attorneys'  fees  and  amounts  paid  in
     settlement)  owing  to  any third party to which any Indemnified Person may
     become  subject  arising out of or based upon this Agreement as well as any
     prior relationship of Seller with any Indemnified Person, WHETHERBY ALLEGED
     OR  ACTUAL  NEGLIGENCE  OF ANY INDEMNIFIED PERSON, except and to the extent
     caused  by  the  gross  negligence or willful misconduct of any Indemnified
     Person.

21.  WAIVER  AND  RELEASE. Seller, by  its  execution  of  this  Agreement, does
     ---------------------
     hereby  covenant,  warrant  and represent that (i) Seller is not in default
     and no default exists under any prior agreements or transactions wills KBK,
     (ii)  Seller  releases, relinquishes and waives any and all defenses to the
     enforceability  of  any  prior  agreements  or  transactions  with  KBK  in
     connection therewith to which Seller may have otherwise been entitled as of
     the  date  hereof,  (iii) Seller relinquishes, waives and releases KBK from
     any  and all claims known or unknown which Seller may or might have against
     KBK  arising  directly or indirectly out of or from any prior agreements or
     transactions  between  Seller  and KBK, (iv) the benefit received and to be
     received  by Seller as a result of this Agreement shall and does constitute
     sufficient  and  valuable  consideration  to  Seller  for entering into and
     performing  its  obligations  under  this  Agreement,  (v),the  execution,
     delivery  and  performance by Seller of this Agreement and the consummation
     of  the  transaction  contemplated  thereby  are  (a) not prohibited by any
     indenture,  contract  or  agreement,  law  or  corporate  or  partnership
     documents,  including,  but  not  limited  to  the  Bylaws  and Articles of
     Incorporation  or  Certificate  of  Incorporation,  as  the case may be, if
     Seller  is a corporation, or Seller's partnership agreement, if Seller is a
     partnership, (b) duly ( authorized by appropriate action of Seller, and (c)
     legally  valid  and  binding  obligations of Seller and will continue to be
     such and enforceable against the Seller according to their terms (except as
     such  enforceability  may  be limited by applicable bankruptcy, insolvency,
     reorganization,  moratorium or other similar laws affecting the enforcement
     of  creditors' rights generally), (vi) that this Agreement will be executed
     and  delivered  by properly authorized officers of Seller, (vii) KBK has no
     obligation  to  continue  the prior agreements or enter into this Agreement
     except  for  the  considerations  herein  expressed,  and  (viii)  the
     representations  and warranties set forth herein will survive the execution
     and  delivery  of  this  Agreement.

22.  CAPTIONS:  FINAL  AGREEMENT:  COUNTERPARTS:  SUCCESSORS  AND  ASSIGNS.
     ---------------------------------------------------------------------
     Captions  and headings appearing herein are included solely for convenience
     of  reference  and  are  not  intended  to affect the interpretation of any
     provision  of this Agreement. This Agreement represents the final agreement
     between  the  parties hereto with respect to the subject matter hereof, and
     supersedes  all  prior  proposals,  negotiations,  agreements  and
     understandings,  oral  or  written,  related  to  such  subject maker. This
     Agreement may be executed in any number of counterparts, all of which taken
     together  shall  constitute  one  and  the  same instrument. Delivery of an
     executed  counterpart  of  this  Agreement  by telecopy shall be equally as
     effective as delivery of a manually executed counterpart of this Agreement.
     Any  party delivering an executed counterpart of this Agreement by telecopy
     also  shall  deliver  a manually executed counterpart of this Agreement but
     the failure to deliver a manually executed counterpart shall not affect the
     validity,  enforceability,  and  binding  effect  of  this  Agreement. This
     Agreement  may  not be assigned by Seller without the prior written consent
     of  KBK.  This  Agreement  may  be  assigned  by  KBK,  and  any


Acct  Transfer  Agreement/RAR           8                                ~6/16/l

     accounts purchased by KBK hereunder, together with all rights and interests
     related  thereto  granted  to  KBK  hereunder,  may be assigned by KBK, all
     without notice to or the consent of Seller. This Agreement shall be binding
     upon  the  parties  hereto  and  their  respective successors and permitted
     assigns.

23.  EFFECTIVENESS  OF  AGREEMENT. This Agreement  shall  become  effective only
     -----------------------------
     upon  acceptance by KBK at its offices in Fort Worth, Tarrant County, Texas
     as  evidenced  by  KBK's  signature  hereon.

24.  TRUE  SALES.  Seller  and  KBK  acknowledge  and  agree  that  the  sale of
     -----------
     accounts  contemplated and covered hereby are fully intended by the parties
     hereto  as  true sales governed by the provisions of Article 5069-lH.103 of
     the  Texas  Revised  Civil Statutes and Section 9.102 of the Texas Business
     and  Commerce  Code,  as  each  may  be  amended  from  time  to time, and,
     accordingly,  legal and equitable title in all of Seller's accounts sold to
     and  purchased  by  KBK  from  time  to  time  hereunder  will pass to KBK.

IN  WITNESS  WHEREOF,  the  parties  hereto,  heretofore  duly  authorized, have
executed  this  Agreement  as  of  the  date  first  set  forth  above.

Address  for  Notices:            SELLER:
777 Post Oak Blvd., 8th Floor
Houston,  TX  77056               BOOTS  & COOTS  SPECIAL  SERVICES,  INC.

                                  BY:______________________________________
                                     Larry H. Ramming, CEO/Chairman of the Board


Telecopy  No.:                    IWC  SERVICES,  INC.
(713)  621-7988

                                  By:______________________________________
                                     Larry H. Ramming, CEO/Chairman of the Board



Address  for  Notices:            KBK  FINANCIAL,  INC.
301  COMMERCE  STREET
2200  CITY  CENTER                By:______________________________________
FORT  WORTH,  TEXAS  76102           Randy  R.  Gartz,  Vice  President
Telecopy  No.:  (817)258-6114     Date:____________________________________


STATE  OF  TEXAS

COUNTY  OF  HARRIS


     The  foregoing instrument was acknowledged before me this ____ day of June,
2001, by Larry H. Ramming, CEO/Chairman of the Board, for and on behalf of BOOTS
& COOTS  SPECIAL  SERVICES,  INC.,  a  Texas  corporation.

Witness  my  hand  and  official  seal.

My  Commission  expires:________________        ________________________________
                                                (Notary  Public)


Acct  Transfer  Agreement/RAR           9                                ~6/16/l

STATE  OF  TEXAS

COUNTY  OF  HARRIS

     The  foregoing  instrument was acknowledged before me this     day of June,
                                                                ---
2001,  by  Larry H. Ramming, CEO/Chairman of the Board, for and on behalf of IWC
SERVICES,  INC.,  a  Texas  corporation.

Witness  my  hand  and  official  seal.

My  Commission  expires:_____________             ______________________________
                                                  (Notary  Public)


STATE  OF  TEXAS

COUNTY  OF  HARRIS

                      The  foregoing  instrument was acknowledged before me this
   day of June, 2001, by Randy R. Gartz, Vice President for and on behalf of KBK
--
FINANCIAL,  INC.,  a  Delaware  corporation.

Witness  my  hand  and  official  seal.

My  Commission  expires:_____________             ______________________________
                                                  (Notary  Public)


Acct  Transfer  Agreement/RAR           10                               ~6/16/l