Security Agreement - Boots & Coots International Well Control Inc. and Comerica Bank-Texas


                               SECURITY AGREEMENT
                (Boots & Coots International Well Control, Inc.)

     This Security Agreement (as amended, supplemented or restated from time to
time, this 'Agreement') dated as of October 28, 1998, is by and between BOOTS
& COOTS INTERNATIONAL WELL CONTROL, INC., a Delaware corporation ('Debtor'),
whose address is 777 Post Oak, 8th Floor, Houston, Texas 77056, Attn: Mr. Tom
Easley and whose taxpayer identification number is 11-2908692, and COMERICA
BANK-TEXAS ('Secured Party'), a national banking association, whose address is
1601 Elm Street, Dallas, Texas 75201, Attention:  Mr. Gary W. Orr (with a copy
to Comerica Bank-Texas, P.O. Box 4167, Houston, Texas 77210-4167, Attention: Mr.
Dan Evans), in its capacity as agent under the Loan Agreement (as amended,
restated and supplemented from time to time, the 'Loan Agreement') among Debtor,
each of the financial institutions which are signatories thereto or which may
become a party thereto from time to time (individually, a 'Lender' and,
collectively, the 'Lenders') and Secured Party of even date herewith.

     Debtor and Secured Party agree as follows:

     Any capitalized term used in this Agreement and not otherwise defined
herein shall have the meaning ascribed to such term in the Loan Agreement.  All
principles of construction set forth in Section 1.2 of the Loan Agreement are
incorporated herein by reference for all purposes.

                                   ARTICLE 1
                         CREATION OF SECURITY INTEREST

     In order to secure the prompt and unconditional payment of the Debt (as
defined in Section 2.2), Debtor hereby grants to Secured Party on behalf of
Lenders a security interest in and mortgages, assigns, transfers, delivers,
pledges, sets over and confirms to Secured Party on behalf of Lenders all of
Debtor's remedies, powers, privileges, rights, titles and interests (including
all power of Debtor, if any, to pass greater title than it has itself) of every
kind and character now owned or hereafter acquired, created or arising in and to
the following:

                                    ACCOUNTS

     (a) all accounts, receivables, accounts receivable, general intangibles
         regardless of form (including all choses or things in action, trade
         names, trademarks, patents, patents pending, infringement claims,
         service marks, licenses, copyrights, blueprints, draw ings, plans,
         diagrams, schematics, computer programs, computer tapes, computer
         discs, reports, catalogs, customer lists, purchase orders, goodwill,
         route lists, monies due or recoverable from pension funds, tax refunds
         and all rights to any of the foregoing), book debts, contract rights
         and rights to payment no matter how evidenced;

 
     (b) all chattel paper, notes, drafts, acceptances, payments under leases of
         equipment or sale of inventory, and other forms of obligations received
         by or belonging to Debtor for goods sold or leased and/or services
         rendered by Debtor;

     (c) all purchase orders, instruments and other documents (including all
         documents of title) evidencing obligations to Debtor, including those
         for or representing obligations for goods sold or leased and/or
         services rendered by Debtor;

     (d) all monies due or to become due to Debtor under all contracts,
         including those for the sale or lease of goods and/or performance of
         services by Debtor no matter how evidenced and whether or not earned by
         performance;

     (e) all accounts, receivables, accounts receivable, contract rights, and
         general intangibles arising as a result of Debtor's having paid
         accounts payable (or having had goods sold or leased to Debtor or
         services performed for Debtor giving rise to accounts payable) which
         accounts payable were paid for or were incurred by Debtor on behalf of
         any third parties pursuant to an agreement or otherwise;

     (f) all goods, the sale and delivery of which give rise to any of the
         foregoing, including any such goods which are returned to Debtor for
         credit;

                                   INVENTORY

     all goods, merchandise, raw materials, work in process, finished goods, and
     other tangible personal property of whatever nature now owned by Debtor or
     hereafter from time to time existing or acquired, wherever located and held
     for sale or lease, including those held for display or demonstration or out
     on lease or consignment, or furnished or to be furnished under contracts of
     service or used or usable or consumed or consumable in Debtor's business or
     which are finished or unfinished goods and all accessions and appurtenances
     thereto, together with all warehouse receipts and other documents
     evidencing any of the same and all containers, packing, packaging, shipping
     and similar materials;

                                   EQUIPMENT

     all goods, equipment, machinery, furnishings, fixtures, furniture,
     appliances, accessories, leasehold improvements (to the extent assignable),
     chattels and other articles of personal property of whatever nature
     (whether or not the same constitute fixtures) now owned by Debtor or
     hereafter acquired, and all component parts thereof and all appurtenances
     thereto;

                                     STOCK

     (i)  all of the investment securities listed on Exhibit A, hereto attached
          and hereby made a part hereof;

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     (ii) all dividends (cash or otherwise), rights to receive dividends, stock
          dividends, dividends paid in stock, distributions upon redemption or
          liquidation, distributions as a result of split-ups, recapitalizations
          or rearrangements, stock rights, rights to subscribe, voting rights,
          rights to receive securities, and all new securities and other
          Property which Debtor may hereafter become entitled to receive on
          account of the foregoing (Debtor hereby agreeing that in the event
          Debtor receives any such new securities, Debtor will immediately
          deliver the same to Secured Party to be held by Secured Party subject
          to the terms and provisions of this Agreement);

all accessions, appurtenances and additions to and substitutions for any of the
foregoing; all products and proceeds of any of the foregoing; all renewals and
replacements of any of the foregoing; and all accounts, instruments, notes,
chattel paper, documents (including all documents of title), books, records,
contract rights and general intangibles relating to or arising in connection
with any of the foregoing (including all insurance and claims for insurance
affected or held for the benefit of Debtor or Secured Party in respect of any of
the foregoing) and together with all general intangibles now owned by Debtor or
existing or hereafter acquired, created or arising (whether or not related to
any of the foregoing Property).  All of the Properties and interests described
in this Article are herein collectively called the 'Collateral.'  The inclusion
of proceeds does not authorize Debtor to sell, dispose of or otherwise use the
Collateral in any manner not authorized herein.

                                   ARTICLE 2
                             SECURED INDEBTEDNESS

     2.1  This Agreement is made to secure all of the following debt and
obligations:

     (a) All debt now and hereafter evidenced by the Revolving Notes, which are
in the aggregate maximum principal amount of $25,000,000.00 and have final
payment due on October 31, 2000.

     (b) All obligations and Indebtedness of Debtor now or hereafter created or
incurred under, or in connection with the Loan Agreement.

     (c) All other obligations, if any, undertaken by Debtor in any other place
in this Agreement.

     (d) Any and all sums and the interest which accrues on them as provided in
this Agreement which Secured Party or any Lender may advance or which Debtor may
owe Secured Party or any Lender pursuant to this Agreement on account of
Debtor's failure to keep, observe or perform any of the covenants of Debtor
under this Agreement.

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     (e) All present and future debts and obligations under or pursuant to (i)
any Loan Documents now or in the future governing, evidencing, guaranteeing or
securing or otherwise relating to payment of all or any part of the debt
evidenced by the Notes, including Interest Rate Risk Indebtedness approved in
writing by the Majority Lenders and the Letter of Credit Liabilities or (ii) all
supplements, amendments, restatements, renewals, extensions, rearrangements,
increases, expansions or replacements of them.

     2.2  The term 'Debt' means and includes all of the Indebtedness and other
obligations described or referred to in Section 21.  The Debt includes interest
and other obligations accruing or arising after (a) commencement of any case
under any bankruptcy or similar laws by or against Debtor or any other Person
now or hereafter primarily or secondarily obligated to pay all or any part of
the Debt (Debtor and each such other Person being herein called individually an
'Obligor' and collectively, 'Obligors') or (b) the obligations of any Obligor
shall cease to exist by operation of law or for any other reason.  The Debt also
includes all reasonable attorneys' fees and any other reasonable expenses
incurred by Secured Party in enforcing any of the Loan Documents.

                                   ARTICLE 3
                        REPRESENTATIONS AND WARRANTIES

     Debtor represents and warrants as follows:

     (a) Debtor is the legal and equitable owner and holder of good and
marketable title to the Collateral free of any adverse claim and free of any
Lien except only for the Liens granted hereby and the Permitted Liens. Except
for matters which have previously been released or which are to be released
concurrently herewith, Debtor has not heretofore signed any financing statement
directly or indirectly affecting the Collateral or any part of it which has not
been completely terminated of record, and no such financing statement signed by
Debtor is now on file in any public office except as Secured Party may otherwise
consent in writing.

     (b) Subject to Debtor's right to change its address in accordance with the
provisions of this Agreement, the location of Debtor is the address set forth at
the beginning of this Agreement; and in this regard, Debtor's location is
defined to mean (i) Debtor's place of business if Debtor has only one such place
of business or (ii) Debtor's chief executive office if Debtor has more than one
place of business.  All books and records of Debtor with regard to the
Collateral are maintained and kept at such address of Debtor set forth at the
beginning of this Agreement.

     (c) No part of the Collateral consists or will consist of consumer goods,
farm products, timber, minerals and the like (including oil and gas) or accounts
resulting from the sale thereof.

     (d) As of the date hereof, Debtor does not own, have any rights in or hold
any registered trademarks, patents, applications for patents or licenses
associated with any patent, except as disclosed in writing to Secured Party.

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     (e) Debtor has not changed its name within the last five (5) years.

     (f) Debtor's correct taxpayer identification number is set forth in the
first paragraph of this Agreement.

     (g) The Collateral described in Article 1 under the heading 'Stock' (the
'Stock Collateral') is genuine, free from any restriction relating to the
granting of Liens, duly and validly authorized and issued, enforceable in
accordance with its terms, and fully paid, and is hereby duly and validly
pledged and hypothecated to Secured Party in accordance with applicable law.

                                   ARTICLE 4
                                   COVENANTS

     4.1  Debtor covenants and agrees with Secured Party as follows:

     (a) Debtor shall furnish to Secured Party such instruments as may be
reasonably required by Secured Party or any Lender to assure the transferability
of any Collateral in accordance with this Agreement when and as often as may be
reasonably requested by Secured Party or such Lender.

     (b) If (i) the validity or priority of this Agreement or of any material
rights, titles, security interests or other interests created or evidenced
hereby shall be attacked, endangered or questioned or (ii) if any legal
proceedings are instituted with respect thereto, Debtor will give prompt written
notice thereof to Secured Party and at Debtor's own cost and expense will
diligently endeavor to cure any material defect that may be developed or
claimed, and will take all necessary and proper steps for the defense of such
legal proceedings; and if an Event of Default has or would result, Secured Party
(whether or not named as a party to legal proceedings with respect thereto) is
hereby authorized and empowered to take such additional steps as in its judgment
and discretion may be necessary or proper for the defense of any such legal
proceedings or the protection of the validity or priority of this Agreement and
the material rights, titles, security interests and other interests created or
evidenced hereby, and all reasonable and customary expenses so incurred of every
kind and character shall constitute sums advanced pursuant to Section 42 of this
Agreement.

     (c) Debtor will, on request of Secured Party or any Lender, (i) promptly
correct any defect, error or omission which may be discovered in the contents of
this Agreement or in any other instrument executed in connection herewith or in
the execution or acknowledgment thereof; (ii) execute, acknowledge, deliver and
record or file such further instruments (including further security agreements,
financing statements and continuation statements) and do such further acts as
may be necessary, desirable or proper to carry out more effectively the purposes
of this Agreement and such other instruments and to subject to the Liens hereof
and thereof any Property intended by the terms hereof and thereof to be covered
hereby and thereby including specifically any renewals, additions,
substitutions, replacements or appurtenances to the then Collateral; and (iii)
execute, acknowledge, deliver, procure and record or file any document or
instrument (including specifically any financing statement) deemed advisable by
Secured Party or any Lender to protect the security 

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interest hereunder against the rights or interests of third persons, and Debtor
will pay all reasonable and customary costs connected with any of the foregoing.

     (d) Notwithstanding the security interest in proceeds granted herein,
Debtor will not, except as otherwise expressly permitted herein or in the Loan
Agreement, sell, lease, exchange, lend, rent, assign, license, transfer or
otherwise dispose of, or pledge, hypothecate or grant any Lien in, or permit to
exist any Lien against, all or any part of the Collateral or any interest
therein or permit any of the foregoing to occur or arise or permit title to the
Collateral, or any interest therein, to be vested in any other party, in any
manner whatsoever, by operation of law or otherwise, without the prior written
consent of Secured Party.  Except as provided by the Loan Agreement or as
otherwise permitted herein, Debtor shall not, without the prior written consent
of Secured Party, (i) acquire any such Collateral under any arrangement whereby
the seller or any other Person retains or acquires any Lien in such Collateral
or (ii) return or give possession of any such Collateral to any supplier or any
other Person except in the ordinary course of business.

     (e) Debtor shall at all times keep accurate and complete records of the
Collateral and its proceeds.  Debtor shall, where applicable, at Debtor's own
expense take all reasonable and appropriate steps to enforce the collection of
the Collateral and items representing proceeds thereof.

     (f) Debtor will not change its taxpayer identification number, address,
location, name, identity or, if applicable, structure unless Debtor shall have
(i) notified Secured Party of such change in writing at least thirty (30) days
before the effective date of such change and (ii) taken such action, reasonably
satisfactory to Secured Party, to have caused the Lien of Secured Party on
behalf of Lenders in the Collateral to be at all times perfected and in full
force and effect in the manner and to the extent set forth in the Loan
Agreement.

     (g) Debtor shall at all times keep accurate books and records reflecting
all facts concerning the Collateral including those pertaining to the
warranties, representations and agreements of Debtor under this Agreement.  Upon
reasonable request by Secured Party, Debtor will take reasonable steps to make
written designation on the books and records of Debtor to reflect thereon the
assignment to Secured Party of the Collateral covered by this Agreement;
provided, however, that the failure of Debtor to make such a written designation
shall not affect the rights of Secured Party to any of the Collateral.

     (h) If the Collateral is evidenced by promissory notes, trade acceptances
or other instruments for the payment of money, Debtor will, at the request of
Secured Party during the continuation of an Event of Default, immediately
deliver any of the foregoing to Secured Party, appropriately endorsed to Secured
Party's order and regardless of the form of endorsement, Debtor waives
presentment, demand, notice of dishonor, protest and notice of protest.  After
an Event of Default but prior to such delivery, such Collateral shall be held by
Debtor in trust for the benefit of Secured Party and Lenders and subject to the
Liens granted herein.

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     (i) Debtor will not use, or allow the use of, the Collateral in any manner
which constitutes a public or private nuisance or which makes void, voidable or
cancelable any insurance then in force with respect thereto.  Debtor will not do
or suffer to be done any act outside its ordinary course of business whereby the
value of any part of the Collateral may be lessened in any material respect.

     (j) Debtor agrees to provide, maintain and keep in force casualty,
liability and other insurance for  that portion of the Collateral which is
tangible personal property as required by the Loan Agreement.  To the extent any
insurance policies covering any part of the Collateral, or any risk to or about
the Collateral, are transferable, and subject to the consent and requirements of
the applicable insurance companies or policies, foreclosure of this Agreement
shall automatically constitute foreclosure upon all policies of insurance
insuring any part of or risk to the Collateral and all claims thereunder arising
from post-foreclosure events.  To the extent such policies are transferable, and
subject to the consent and requirements of the applicable insurance companies or
policies, the successful bidder or bidders for any Collateral at any
foreclosure, as their respective interests may appear, shall automatically
accede to all of Debtor's rights in, under and to such policies and all post-
foreclosure event claims, and such bidder(s) shall be named as insured(s) on
request, whether or not the bill of sale to any such successful bidder mentions
insurance.  Unless Secured Party or Secured Party's representative reserves at
the foreclosure sale the right to collect any uncollected insurance proceeds
recoverable for events occurring before foreclosure (in which event the
successful bidder at the sale, if not Secured Party, shall have no interest in
such proceeds and Secured Party shall apply them, if and when collected, to the
Debt in such order and manner as Secured Party shall then elect and remit any
remaining balance to Debtor or to such other Person as is legally entitled to
them), all proceeds of all such insurance which are not so reserved by Secured
Party at the foreclosure sale and are not actually received by Secured Party
until after foreclosure shall be the property of the successful bidder or
bidders at foreclosure, as their interests may appear, and Debtor shall have no
interest in them and shall receive no credit for them.  Neither Secured Party
nor any Lender shall have any duty to Debtor or anyone else to either require or
provide any insurance or to determine the adequacy or disclose any inadequacy of
any insurance.  If Secured Party or any Lender elects at any time or for any
reason to purchase insurance relating to the Collateral, it shall have no
obligation to cause Debtor or anyone else to be named as an insured, to cause
Debtor's or anyone else's interests to be insured or protected or to inform
Debtor or anyone else that his or its interests are uninsured or underinsured,
and any such insurance shall be at Secured Party's or such Lender's sole cost.

     (k) The Collateral is and shall remain in Debtor's possession or control at
all times at Debtor's risk of loss at Debtor's locations as described in writing
to Secured Party, where Secured Party may inspect it at any time, except for (i)
its temporary removal in connection with its ordinary use, (ii) any removal to
which Secured Party consents in writing in advance and (iii) dispositions
permitted hereby or by the Loan Agreement.

     (l)  The Collateral described in Article 1 under the caption 'Equipment'
will be used in the business of Debtor and its Subsidiaries.

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     (m)  Until the occurrence of an Event of Default which has not been cured
or waived, Debtor may use the Collateral described in Article 1 under the
caption 'Inventory' in any lawful manner not inconsistent with this Agreement or
with the terms or conditions of any policy of insurance thereon and may also
sell or lease such Collateral in the ordinary course of business.  A sale in the
ordinary course of business does not include a transfer in partial or total
satisfaction of a debt.  Until the occurrence of an Event of Default which has
not been cured or waived, Debtor may also use and consume any raw materials or
supplies, the use and consumption of which are necessary to carry on the
business of Debtor and its Subsidiaries.

     (n) Should any material part of the Collateral become in default, Debtor,
at its sole expense, will promptly take all commercially reasonably necessary
and proper efforts to effect the collection thereof, either through legal
proceedings or otherwise, and if commercially reasonable, will proceed with the
foreclosure of any Liens securing the same and with enforcement of any
guaranties whereby payment of the same is guaranteed.

     4.2  If Debtor fails to comply with any of its agreements, covenants or
obligations under this Agreement or any other Loan Document and such failure
continues for 30 days after Secured Party has given Debtor written notice
thereof, Secured Party (in Debtor's name or in Secured Party's own name as agent
for the Lenders) may perform them or cause them to be performed for the account
and at the expense of Debtor, but shall have no obligation to perform any of
them or cause them to be performed.  Any and all reasonable and customary, out-
of-pocket expenses thus incurred or paid by Secured Party shall be Debtor's
obligations to Secured Party due and payable on demand, or if no demand is
sooner made, then they shall be due on or before four (4) years after the
respective dates on which they were incurred, and each shall bear interest from
the date Secured Party pays it until the date Debtor repays it to Secured Party,
at the Past Due Rate.  Upon making any such payment or incurring any such
expense, Secured Party shall be fully and automatically subrogated to all of the
rights of the Person receiving such payment.  Any amounts owing by Debtor to
Secured Party pursuant to this or any other provision of this Agreement shall
automatically and without notice be and become a part of the Debt and shall be
secured by this and all other instruments securing the Debt.  The amount and
nature of any such expense and the time when it was paid shall be fully
established by the affidavit of Secured Party or any of Secured Party's officers
or agents.  The exercise of the privileges granted to Secured Party in this
Section shall in no event be considered or constitute a cure of the Default or a
waiver of Secured Party's right at any time after an Event of Default to declare
the Debt to be at once due and payable, but is cumulative of such right and of
all other rights given by this Agreement, the Loan Agreement, the Notes and the
Loan Documents and of all rights given Secured Party by law.

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                                   ARTICLE 5
                    ASSIGNMENT OF PAYMENTS; CERTAIN POWERS
                        OF SECURED PARTY; VOTING RIGHTS

     5.1  During the continuation of an Event of Default, Debtor hereby
authorizes and directs each account debtor and each other Person (a 'Collateral
Obligor') obligated to make payment in respect of any of the Collateral to pay
over to Secured Party or its designee, upon demand by Secured Party, all or any
part of the Collateral without making any inquiries as to the status or balance
of the Debt and without any notice to or further consent of Debtor.  To
facilitate the rights of Secured Party hereunder, Debtor hereby authorizes
Secured Party, during the continuation of an Event of Default:

     (a) to notify Collateral Obligors of Secured Party's security interest in
the Collateral and to collect all or any part of the Collateral without further
notice to or further consent by Debtor; and Debtor hereby constitutes and
appoints Secured Party the true and lawful attorney of Debtor (such agency being
coupled with an interest), irrevocably, with power of substitution, in the name
of Debtor or in its own name or otherwise, to take any of the actions described
in the following clauses (b), (c), (d), (e), (f) and (g);

     (b) to ask, demand, collect, receive, give receipt for, sue for, compound
and give acquittance for any and all amounts which may be or become due or
payable under the Collateral and to settle and/or adjust all disputes and/or
claims directly with any Collateral Obligor and to compromise, extend the time
for payment, arrange for payment in installments, otherwise modify the terms of,
or release, any of the Collateral, on such terms and conditions as Secured Party
may determine (without thereby incurring responsibility to or discharging or
otherwise affecting the liability of Debtor to Secured Party or any Lender under
this Agreement or otherwise);

     (c) to execute, sign, endorse, transfer and deliver (in the name of Debtor
or in its own name or otherwise) any and all receipts or other orders for the
payment of money drawn on the Collateral and all notes, acceptances,  commercial
paper, drafts, checks, money orders and other instruments given in payment or in
partial payment thereof and all invoices, freight and express bills and bills of
lading, storage receipts, warehouse receipts and other instruments and documents
in respect of any of the Collateral and any other documents necessary to
evidence, perfect and realize upon the Liens created pursuant to this Agreement;

     (d) in its discretion to file any claim or take any other action or
proceeding which Secured Party may deem necessary or appropriate to protect and
preserve the rights, titles and interests of Secured Party hereunder;

     (e) to sign the name of Debtor to financing statements, drafts against any
Collateral Obligor, assignments or verifications of any of the Collateral and
notices to any Collateral Obligor;

     (f) to station one or more representatives of Secured Party on Debtor's
premises for the purpose of exercising any rights, benefits or privileges
available to Secured Party hereunder or under 

                                       9

 
any of the Loan Documents or at law or in equity, including receiving
collections and taking possession of books and records relating to the
Collateral; and

     (g) to cause title to any or all of the Collateral to be transferred into
the name of Secured Party or any nominee or nominees of Secured Party.

     5.2  Unless and until an Event of Default shall have occurred and be
continuing, Debtor shall be entitled to exercise all voting and consensual
powers and rights pertaining to the Stock Collateral or any part thereof for all
purposes not inconsistent with the terms of this Agreement and, except as herein
provided, shall be entitled to receive and retain all dividends on the Stock
Collateral or any part thereof. During the continuation of an Event of Default,
Secured Party shall have the right to the extent permitted by applicable law
(but shall not be obligated to exercise such right), and Debtor shall take all
such action as may be necessary or appropriate to give effect to such right, to
vote and give consents, ratifications and waivers, and take any other action
with respect to any or all of the Stock Collateral with the same force and
effect as if Secured Party were the owner thereof. All dividends in stock or
Property representing stock, and all subscription warrants or any other rights
or options issued in connection with the Stock Collateral, and all liquidating
dividends or distributions or return of capital upon or in respect of the Stock
Collateral or any part thereof, or resulting from any split, revision or
reclassification of the Stock Collateral or any part thereof or received in
exchange for the Stock Collateral or any part thereof as a result of a merger,
consolidation or otherwise, shall be paid or transferred directly to Secured
Party, or if paid to or received by Debtor, shall, immediately upon receipt
thereof, be paid over, transferred and delivered to Secured Party and shall be
Stock Collateral pledged under and subject to the terms of this Agree  ment.

     5.3  The powers conferred on Secured Party pursuant to this Article 5 are
conferred solely to protect Secured Party's interest in the Collateral and shall
not impose any duty or obligation on Secured Party or any Lender to perform any
of the powers herein conferred.  No exercise of any of the rights provided for
in this Article 5 shall constitute a retention of Collateral in satisfaction of
the indebtedness as provided for in Article 9 of the Uniform Commercial Code of
Texas.

                                   ARTICLE 6
                               EVENTS OF DEFAULT

     An Event of Default under the Loan Agreement shall constitute an Event of
Default under this Agreement.

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                                   ARTICLE 7
                         REMEDIES IN EVENT OF DEFAULT

     7.1 During the continuation of an Event of Default:

     (a) Secured Party shall have the option of declaring, without notice to any
Person, all Debt to be immediately due and payable.

     (b) Secured Party is authorized, in any legal manner and without breach of
the peace, to take possession of the Collateral (Debtor hereby WAIVING all
claims for damages arising from or connected with any such taking, except as may
be caused by the gross negligence, bad faith or willful misconduct of Secured
Party) and of all books, records and accounts relating thereto and to exercise,
without interference from Debtor, any and all rights which Debtor has with
respect to the management, possession, operation, protection or preservation of
the Collateral, including the right to sell or rent the same for the account of
Debtor and to deduct from such sale proceeds or such rents all costs, expenses
and liabilities of every character incurred by Secured Party in collecting such
sale proceeds or such rents and in managing, operating, maintaining, protecting
or preserving the Collateral and to apply the remainder of such sales proceeds
or such rents on the Debt.  Before any sale, Secured Party may, at its option,
complete the processing of any of the Collateral and/or repair or recondition
the same to such extent as Secured Party may deem advisable.  Secured Party may
take possession of Debtor's premises to complete such processing, repairing
and/or reconditioning, using the facilities and other Property of Debtor to do
so, to store any Collateral and to conduct any sale as provided for herein, all
without compensation to Debtor.  All costs, expenses, and liabilities incurred
by Secured Party in collecting such sales proceeds or such rents, or in
managing, operating, maintaining, protecting or preserving such Properties, or
in processing, repairing and/or reconditioning the Collateral if not paid out of
such sales proceeds or such rents as hereinabove provided, shall constitute a
demand obligation owing by Debtor and shall bear interest from the date of
expenditure until paid at the Past Due Rate, all of which shall constitute a
portion of the Debt. If necessary to obtain the possession provided for above,
Secured Party may invoke any and all legal remedies to dispossess Debtor,
including specifically one or more actions for forcible entry and detainer.  In
connection with any action taken by Secured Party pursuant to this paragraph,
neither Secured Party nor any Lender shall be liable for any loss sustained by
Debtor resulting from any failure to sell or let the Collateral, or any part
thereof, or from any other act or omission of Secured Party or any Lender with
respect to the Collateral unless such loss is caused by the gross negligence,
willful misconduct or bad faith of Secured Party or any Lender, nor shall
Secured Party be obligated to perform or discharge any obligation, duty, or
liability under any sale or lease agreement covering the Collateral or any part
thereof or under or by reason of this instrument or the exercise of rights or
remedies hereunder.

     (c) Secured Party may, without notice except as hereinafter provided, sell
the Collateral or any part thereof at public or private sale or at any broker's
board or on any securities exchange (with or without appraisal or having the
Collateral at the place of sale) for cash and at such price or prices as Secured
Party may deem best, and Secured Party or any Lender may be the purchaser of any
and all of the Collateral so sold and Secured Party may apply upon the purchase
price therefor any of the Debt and thereafter hold the same absolutely free from
any right or claim of whatsoever kind. Secured Party is authorized at any such
sale, if Secured Party deems it advisable or is required by applicable law so to
do, (i) to restrict the prospective bidders on or purchasers of any of the Stock
Collateral to a limited number of sophisticated investors who will represent and
agree that they are 

                                       11

 
purchasing for their own account for investment and not with a view to the
distribution or resale of any of the Stock Collateral, (ii) to cause to be
placed on certificates for any or all of the Stock Collateral a legend to the
effect that such security has not been registered under the Securities Act of
1933 and may not be disposed of in violation of the provisions of said Act, and
(iii) to impose such other limitations or conditions in connection with any such
sale as Secured Party deems necessary or advisable in order to comply with said
Act or any other applicable law. In any such public or private sale, each Lender
if bidding for its own account or for its own account and the accounts of other
Lenders is prohibited from including in the amount of its bid an amount to be
applied as a credit against its Note or the Notes of the other Lenders; instead,
such Lender must bid in cash only. However, in any such public or private sale,
Secured Party may (but shall not be obligated to) submit a bid for all Lenders
(including itself) in the form of a credit against the Debt owed to all of the
Lenders, and Secured Party or its designee may (but shall not be obligated to)
accept title to Property purchased at such public or private sale for and on
behalf of all Lenders. Debtor covenants and agrees that it will execute and
deliver such documents and take such other action as Secured Party deems
necessary or advisable in order that any such sale may be made in compliance
with applicable law. Upon any such sale Secured Party shall have the right to
deliver, assign and transfer to the purchaser thereof the Collateral so sold.
Each purchaser at any such sale shall hold the Property sold absolutely free
from any claim or right of whatsoever kind, including any equity or right of
redemption, stay or appraisal which Debtor has or may have under any rule of law
or statute now existing or hereafter adopted. Secured Party shall give Debtor
written notice at the address set forth herein (which shall satisfy any
requirement of notice or reasonable notice in any applicable statute) of Secured
Party's intention to make any such public or private sale. Such notice shall be
personally delivered or mailed, postage prepaid, at least ten (10) calendar days
before the date fixed for a public sale, or at least (10) calendar days before
the date after which the private sale or other disposition is to be made, unless
the Collateral is of a type customarily sold on a recognized market, is
perishable or threatens to decline speedily in value. Such notice, in case of
public sale, shall state the time and place fixed for such sale or, in case of
private sale or other disposition other than a public sale, the time after which
the private sale or other such disposition is to be made. In case of sale at
broker's board or on a securities exchange, such notice shall state the board or
exchange at which such sale is to be made and the day on which the Collateral or
that portion thereof so being sold will first be offered for sale at such board
or exchange. Any public sale shall be held at such time or times, within the
ordinary business hours and at such place or places, as Secured Party may fix in
the notice of such sale. At any sale the Collateral may be sold in one lot as an
entirety or in separate parcels as Secured Party may determine. Secured Party
shall not be obligated to make any sale pursuant to any such notice. Secured
Party may, without notice or publication, adjourn any public or private sale or
cause the same to be adjourned from time to time by announcement at any time and
place fixed for the sale, and such sale may be made at any time or place to
which the same may be so adjourned. Each and every method of disposition
described in this Section shall constitute disposition in a commercially
reasonable manner. Each Obligor, to the extent applicable, shall remain liable
for any deficiency.

                                       12

 
     (d) Secured Party shall have all the rights of a secured party after
default under the Uniform Commercial Code of Texas and in conjunction with, in
addition to or in substitution for those rights and remedies:

          (i) Secured Party may require Debtor to assemble the Collateral and
     make it available at a place Secured Party designates which is mutually
     convenient to allow Secured Party to take possession or dispose of the
     Collateral; and

          (ii)  it shall not be necessary that Secured Party or any Lender take
     possession of the Collateral or any part thereof before the time that any
     sale pursuant to the provisions of this Article is conducted and it shall
     not be necessary that the Collateral or any part thereof be present at the
     location of such sale; and

          (iii)  before application of proceeds of disposition of the Collateral
     to the Debt, such proceeds shall be applied to the reasonable and
     customary, out-of-pocket expenses of retaking, holding, preparing for sale
     or lease, selling, leasing, licensing, sublicensing and the like and the
     reasonable and customary out-of-pocket attorneys' fees and legal expenses
     incurred by Secured Party, each Obligor, to the extent applicable, to
     remain liable for any deficiency; and

          (iv)  the sale by Secured Party of less than the whole of the
     Collateral shall not exhaust the rights of Secured Party hereunder, and
     Secured Party is specifically empowered to make successive sale or sales
     hereunder until the whole of the Collateral shall be sold; and, if the
     proceeds of such sale of less than the whole of the Collateral shall be
     less than the aggregate of the Debt, this Agreement and the Liens created
     hereby shall remain in full force and effect as to the unsold portion of
     the Collateral just as though no sale had been made; and

          (v) in the event any sale hereunder is not completed or is defective
     in the opinion of Secured Party, such sale shall not exhaust the rights of
     Secured Party hereunder and Secured Party shall have the right to cause a
     subsequent sale or sales to be made hereunder; and

          (vi)  any and all statements of fact made in any bill of sale or
     assignment or other instrument evidencing any foreclosure sale hereunder
     shall be taken as rebuttable evidence of the truth of the facts so stated;
     and

          (vii) Secured Party may appoint or delegate any one or more persons as
     agent to perform any act or acts necessary or incident to any sale held by
     Secured Party, including the sending of notices and the conduct of sale,
     but in the name and on behalf of Secured Party; and

          (viii) demand of performance, advertisement and presence of Property
     at sale are hereby WAIVED and Secured Party is hereby authorized to sell
     hereunder any evidence of 

                                       13

 
     debt it may hold as security for the Debt. Except as provided herein or in
     any other Loan Document, all demands and presentments of any kind or nature
     are expressly WAIVED by Debtor. Debtor WAIVES the right to require Secured
     Party or any Lender to pursue any other remedy for the benefit of Debtor
     and agrees that Secured Party or any Lender may proceed against any Obligor
     for the amount of the Debt owed to Secured Party or any Lender without
     taking any action against any other Obligor or any other Person and without
     selling or otherwise proceeding against or applying any of the Collateral
     in Secured Party's possession.

     7.2  All remedies expressly provided for in this Agreement are cumulative
of any and all other remedies existing at law or in equity and are cumulative of
any and all other remedies provided for in any other instrument securing the
payment of the Debt, or any part thereof, or otherwise benefiting Secured Party
or any Lender, and the resort to any remedy provided for hereunder or under any
such other instrument or provided for by law shall not prevent the concurrent or
subsequent employment of any other appropriate remedy or remedies.

     7.3  Secured Party or any Lender may resort to any security given by this
Agreement or to any other security now existing or hereafter given to secure the
payment of the Debt, in whole or in part, and in such portions and in such order
as may seem best to Secured Party or such Lender, as the case may be, in its
sole discretion, and any such action shall not in anywise be considered as a
waiver of any of the rights, benefits or security interests evidenced by this
Agreement.

     7.4  To the full extent Debtor may do so, Debtor agrees that Debtor will
not at any time insist upon, plead, claim or take the benefit or advantage of
any law now or hereafter in force providing for any stay, extension or
redemption; and Debtor, for Debtor and for any and all Persons ever claiming any
interest in the Collateral, to the extent permitted by law, hereby WAIVES and
releases all rights of redemption, stay of execution, notice of intention to
mature or to declare due the whole of the Debt, notice of election to mature or
to declare due the whole of the Debt and all rights to a marshaling of the
assets of Debtor, including the Collateral, or to a sale in inverse order of
alienation in the event of foreclosure of the security interest hereby created.

                                   ARTICLE 8
                             ADDITIONAL AGREEMENTS

     8.1  Subject to the automatic reinstatement provisions of Section 8.22
below, upon full satisfaction of the Debt and final termination of each Lender's
Revolving Loan Commitment, all rights under this Agreement shall terminate and
the Collateral shall become wholly clear of the security interest evidenced
hereby, and upon written request by Debtor such security interest shall be
released by Secured Party in due form and at Debtor's cost.

     8.2  Secured Party or any Lender may waive any default without waiving any
other prior or subsequent default.  Secured Party or any Lender may remedy any
default without waiving the default remedied.  The failure by Secured Party or
any Lender to exercise any right, power or remedy 

                                       14

 
upon any default shall not be construed as a waiver of such default or as a
waiver of the right to exercise any such right, power or remedy at a later date.
No single or partial exercise by Secured Party or any Lender of any right, power
or remedy hereunder shall exhaust the same or shall preclude any other or
further exercise thereof, and every such right, power or remedy hereunder may be
exercised at any time and from time to time. No modification or waiver of any
provision hereof nor consent to any departure by Debtor therefrom shall in any
event be effective unless the same shall be in writing and signed by Secured
Party (and, if required by Section 11.5 of the Loan Agreement, the Lenders), and
then such waiver or consent shall be effective only in the specific instances,
for the purpose for which given and to the extent therein specified. No notice
to nor demand on Debtor in any case shall of itself entitle Debtor to any other
or further notice or demand in similar or other circumstances. Acceptance by
Secured Party or any Lender of any payment in an amount less than the amount
then due on the Debt shall be deemed an acceptance on account only and shall not
in any way affect the existence of a default hereunder.

     8.3  Subject to Section 11.5 of the Loan Agreement, Secured Party may at
any time and from time to time in writing (a) waive compliance by Debtor with
any covenant herein made by Debtor to the extent and in the manner specified in
such writing; (b) consent to Debtor's doing any act which hereunder Debtor is
prohibited from doing, or consent to Debtor's failing to do any act which
hereunder Debtor is required to do, to the extent and in the manner specified in
such writing; (c) release any part of the Collateral, or any interest therein,
from the security interest of this Agreement; or (d) release any Person liable,
either directly or indirectly, for the Debt or for any covenant herein or in any
other instrument now or hereafter securing the payment of the Debt, without
impairing or releasing the liability of any other Person.  No such act shall in
any way impair the rights of Secured Party or any Lender hereunder except to the
extent specifically agreed to by Secured Party or such Lender in such writing.

     8.4  Neither Secured Party nor any Lender shall be required to take any
steps necessary to preserve any rights against prior parties to any of the
Collateral.

     8.5  A carbon, photographic or other reproduction of this Agreement or of
any financing statement relating to this Agreement shall be sufficient as a
financing statement.

     8.6  Debtor will cause all financing statements and continuation statements
relating hereto to be recorded, filed, re-recorded and refiled in such manner
and in such places as Secured Party shall reasonably request and will pay all
such recording, filing, re-recording, and refiling taxes, fees and other
charges.

     8.7  In the event the ownership of the Collateral or any part thereof
becomes vested in a Person other than Debtor, Secured Party and each Lender may,
without notice to Debtor, deal with such successor or successors in interest
with reference to this Agreement and to the Debt in the same manner as with
Debtor, without in any way vitiating or discharging Debtor's liability hereunder
or upon the Debt.  No sale of the Collateral, and no forbearance on the part of
Secured Party or any Lender and no extension of the time for the payment of the
Debt given by Secured Party or any 

                                       15

 
Lender shall operate to release, discharge, modify, change or affect, in whole
or in part, the liability of Debtor hereunder for the payment of the Debt or the
liability of any other Obligor for the payment of the Debt, except as agreed to
in writing by Secured Party or as expressly provided in the Loan Agreement.

     8.8  Any other or additional security taken for the payment of any of the
Debt shall not in any manner affect the security given by this Agreement.

     8.9  To the extent that proceeds of the Debt are used to pay indebtedness
secured by any outstanding Lien against the Collateral, such proceeds have been
advanced by Lenders at Debtor's request, and Secured Party, on behalf of
Lenders, shall be subrogated to any and all rights and Liens owned by any owner
or holder of such outstanding Lien, irrespective of whether said Lien is
released.

     8.10  If any part of the Debt cannot be lawfully secured by this Agreement,
or if the Liens of this Agreement cannot be lawfully enforced to pay any part of
the Debt, then and in either such event, at the option of Secured Party, all
payments on the Debt shall be deemed to have been first applied against that
part of the Debt.

     8.11  Secured Party may assign this Agreement so that the assignee shall be
entitled to the rights and remedies of Secured Party hereunder.

     8.12  Subject to Section 11.5 of the Loan Agreement, this Agreement shall
not be changed orally but shall be changed only by agreement in writing signed
by Debtor and Secured Party.  No course of dealing between the parties, no usage
of trade and no parole or extrinsic evidence of any nature shall be used to
supplement or modify any of the terms or provisions of this Agreement.

     8.13 Any notice, request or other communication required or permitted to be
given hereunder shall be given as provided in the Loan Agreement.

     8.14  This Agreement shall be binding upon Debtor, and the trustees,
receivers, successors and assigns of Debtor, including all successors in
interest of Debtor in and to all or any part of the Collateral, and shall
benefit Secured Party and its successors and assigns.

     8.15  If any provision of this Agreement is held to be illegal, invalid or
unenforceable under present or future laws, the legality, validity and
enforceability of the remaining provisions of this Agreement shall not be
affected thereby, and this Agreement shall be liberally construed so as to carry
out the intent of the parties to it.  Each waiver in this Agreement is subject
to the overriding and controlling rule that it shall be effective only if and to
the extent that (a) it is not prohibited by applicable law and (b) applicable
law neither provides for nor allows any material sanctions to be imposed against
Secured Party for having bargained for and obtained it.

                                       16

 
     8.16  Secured Party and each Lender shall be deemed to have exercised
reasonable care in the custody and preservation of any of the Collateral in its
possession if it takes such action for that purpose as Debtor requests in
writing, but failure of Secured Party or any Lender to comply with such request
shall not of itself be deemed a failure to have exercised reasonable care, and
no failure of Secured Party or any Lender to take any action so requested by
Debtor shall be deemed a failure to exercise reasonable care in the custody or
preservation of such Collateral.  Neither Secured Party nor any Lender shall be
responsible in any way for any depreciation in the value of the Collateral, nor
shall any duty or responsibility whatsoever rest upon Secured Party or any
Lender to take any steps to preserve rights against prior parties or to enforce
collection of the Collateral by legal proceedings or otherwise, the sole duty of
Secured Party being to receive collections, remittances and payments on such
Collateral as and when made and received by Secured Party and to apply the
amount or amounts so received, after deduction of any collection costs incurred,
as payment upon any of the Debt or to hold the same for the account and order of
Debtor.

     8.17  In the event Debtor instructs Secured Party or any Lender, in writing
or orally, to deliver any or all of the Collateral to a third Person, and
Secured Party or any Lender agrees to do so, the following conditions shall be
conclusively deemed to be a part of Secured Party's or such Lender's agreement,
whether or not they are specifically mentioned to Debtor at the time of such
agreement: (i) Neither Secured Party nor any Lender shall assume any
responsibility for checking the genuineness or authenticity of any Person
purporting to be a messenger, employee or representative of such third Person to
whom Debtor has directed Secured Party or any Lender to deliver the Collateral,
or the genuineness or authenticity of any document of instructions delivered by
such Person; (ii) Debtor will be considered by requesting any such delivery to
have assumed all risk of loss as to the Collateral; (iii) Secured Party's and
Lender's sole responsibility will be to deliver the Collateral to the Person
purporting to be such third Person described by Debtor, or a messenger, employee
or representative thereof; and (iv) Secured Party and Debtor hereby expressly
agree that the foregoing actions by Secured Party or any Lender shall constitute
reasonable care.

     8.18  The pronouns used in this Agreement are in the masculine and neuter
genders but shall be construed as feminine, masculine or neuter as occasion may
require.  'Secured Party', 'Obligor' and 'Debtor' as used in this Agreement
include the heirs, devisees, executors, administrators, personal
representatives, trustees, beneficiaries, conservators, receivers, successors
and assigns of those parties.

     8.19  The section headings appearing in this Agreement have been inserted
for convenience only and shall be given no substantive meaning or significance
whatever in construing the terms and provisions of this Agreement.  Terms used
in this Agreement which are defined in the Texas Uniform Commercial Code are
used with the meanings as therein defined.  Wherever the term 'including' or a
similar term is used in this Agreement, it shall be read as if it were written
'including by way of example only and without in any way limiting the generality
of the clause or concept referred to.'

                                       17

 
     8.20  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE APPLICABLE LAWS OF THE STATE OF TEXAS AND THE UNITED STATES OF AMERICA FROM
TIME TO TIME IN EFFECT.

     8.21  Debtor agrees that, if at any time all or any part of any payment
previously applied by Secured Party or any Lender to the Debt is or must be
returned by Secured Party or any Lender--or recovered from Secured Party or any
Lender--for any reason (including the order of any bankruptcy court), this
Agreement shall automatically be reinstated to the same effect, as if the prior
application had not been made.  Debtor hereby agrees to indemnify Secured Party
and Lenders against, and to save and hold Secured Party and Lenders harmless
from any required return by Secured Party or any Lender--or recovery from
Secured Party or any Lender--of any such payments because of its being deemed
preferential under applicable bankruptcy, receivership or insolvency laws, or
for any other reason.

     8.22  This Agreement and the other Loan Documents embody the entire
agreement and understanding between Secured Party and Debtor with respect to
their subject matter and supersede all prior conflicting or inconsistent
agreements, consents and understandings relating to such subject matter.  Debtor
acknowledges and agrees there is no oral agreement between Debtor and Secured
Party which has not been incorporated in this Agreement and the other Loan
Documents.

     8.23  Secured Party may from time to time and at any time, without any
necessity for any notice to or consent by Debtor or any other Person, release
all or any part of the Collateral from the Liens created pursuant to of this
Agreement, with or without cause, including as a result of any determination by
Secured Party that the Collateral or any portion thereof contains or has been
contaminated by or releases or discharges any hazardous or toxic waste, material
or substance.

     EXECUTED as of the date first set forth above.

                              'DEBTOR'

                              BOOTS & COOTS INTERNATIONAL WELL
                              CONTROL, INC., a Delaware corporation


                              By:
                                 ---------------------------------------
                              Name:
                                    ------------------------------------
                              Title:
                                    ------------------------------------

                                       18

 
                              'SECURED PARTY'

                              COMERICA BANK-TEXAS, as Agent


                              By:
                                 ---------------------------------------
                              Name:
                                    ------------------------------------
                              Title:
                                    ------------------------------------


Exhibit A - Stock (With Percentage of Issuer's Equity Pledged)

                                       19