Stock Pledge Agreement - Boots & Coots International Well Control Inc. and Geneva Associates LLC


                             STOCK PLEDGE AGREEMENT


     THIS STOCK PLEDGE AGREEMENT (this 'Agreement') dated as of January 2, 1998,
is by and between Boots & Coots International Well Control, Inc., a Delaware
corporation ('Pledgor'), and Geneva Associates, L.L.C. ('Geneva'), as Collateral
Agent for the Noteholders (as hereinafter defined) (the 'Secured Party').

                                   RECITALS:

     A.  Pledgor, Geneva and Main Street Merchant Partners II, L.P. ('Main
Street') have entered into that certain Note Purchase Agreement dated as of
January 2, 1998 (herein, as the same may be amended, modified, supplemented,
extended, rearranged, and/or restated from time to time, collectively called the
'Note Purchase Agreement'), pursuant to which, upon the terms and conditions
therein set forth, Pledgor has issued its 10.0% Senior Secured Notes due May 2,
1998, in the aggregate principal amount of $5,000,000 (herein, as the same may
be amended, modified, supplemented, extended, rearranged, and/or restated from
time to time, together with any notes given by Pledgor in extension,
replacement, rearrangement, modification and/or substitution thereof or
therefor, collectively called the 'Notes' and any holders of the Notes,
collectively called the 'Noteholders').

     B.  Under the terms of the Note Purchase Agreement, Pledgor is required by
each of Geneva and Main Street to provide certain security in respect of the
liabilities of Pledgor under the Note Purchase Agreement, and each of Geneva and
Main Street requires that this Agreement be entered into by Pledgor as a
condition precedent to the purchase by it of its respective Notes.

     NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

                                   ARTICLE I
                          Security Interest and Pledge

     1.01.  Security Interest and Pledge.  Subject to the terms of this
Agreement, Pledgor hereby pledges and grants to Secured Party a first priority
security interest in the following property (such property being hereinafter
called the 'Collateral'):

     (a)  all shares of capital stock of IWC Services, Inc. (the 'Company');

     (b)  any other shares of capital stock hereafter pledged to Secured Party
          pursuant to Sections 3.03 and 3.08; and

     (c)  subject to Section 4.03 hereof, all products and proceeds of the
          foregoing capital stock, including, without limitation, all
          distributions, dividends, stock dividends, 

Stock Pledge Agreement
Page 1

 
          securities, and other property, rights, and interests that Pledgor is
          at any time entitled to receive on account of the same (all of the
          foregoing described in this clause (c), the 'Collateral Proceeds').

     1.02.  Obligations.  The Collateral shall secure the following obligations,
indebtedness and liabilities (all such obligations, indebtedness and liabilities
being hereinafter sometimes called the 'Obligations'):
 
     (a)  the payment of the indebtedness evidenced by the Notes;

     (b)  the payment of the indebtedness evidenced by the Guaranties;

     (c)  the performance and payment of the obligations of Pledgor under any of
          the Documents, including, without limitation, the payment and
          performance of Pledgor's obligations hereunder; and

     (d)  all extensions, renewals, rearrangements and modifications of any of
          the foregoing.

                                   ARTICLE II
                         Representations and Warranties

     Pledgor represents and warrants to Secured Party that:

     2.01.  Title.  Pledgor owns or, with respect to Collateral acquired after
the date hereof, Pledgor will own, legally and beneficially, the Collateral free
and clear of any lien, security interest, pledge, claim, or other encumbrance or
any right or option on the part of any third person to purchase or otherwise
acquire the Collateral or any part thereof, except for the security interest
granted hereunder and Permitted Liens.  Pledgor has the unrestricted right to
pledge the Collateral as contemplated hereby.  All of the Collateral consisting
of shares of capital stock has been duly and validly issued and is fully paid
and nonassessable.

     2.02.  Organization and Authority.  Neither the execution, delivery or
performance by Pledgor of this Agreement nor compliance by them with the terms
and provisions hereof, nor the consummation of the transactions contemplated
herein, will (i) contravene in any material respect any applicable provision of
any law, statute, rule or regulation, or any order, writ, injunction or decree
of any court or governmental instrumentality, (ii) conflict with or result in
any breach of any term, covenant, condition or other provision of, or constitute
a default under, or (other than pursuant to the Security Documents) result in
the creation or imposition of (or the obligation to create or impose) any Lien
other than any Permitted Lien upon any of the property or assets of Pledgor
under, the terms of any contractual obligation to which Pledgor is a party or by
which it or any of its properties or assets are bound or to which it may be
subject.

     2.03.  Residence Address.  As of the date hereof, the principal office of
Pledgor, and the place where Pledgor keeps its books and records, is located at
5151 San Felipe, Suite 450, 

Stock Pledge Agreement
Page 2

 
Houston, Texas 77056.

     2.04.  Percentage of Stock.  The Collateral constitutes not less than one
hundred percent (100%) of the issued and outstanding shares of common capital
stock of the Company.

     2.05.  First Priority Perfected Security Interest.  This Agreement creates
in favor of Secured Party a first priority security interest in the Collateral
currently in existence, which will be perfected upon delivery of the certificate
evidencing the Collateral together with an undated stock power endorsed in
blank.

                                  ARTICLE III
                                   Covenants

     Pledgor covenants and agrees with Secured Party that:

     3.01.  Encumbrances.  Except as permitted by the Credit Agreement, Pledgor
shall not create, permit, or suffer to exist, and shall defend the Collateral
against, any Lien on the Collateral except the pledge and security interest of
Secured Party hereunder and except for Permitted Liens, and shall defend
Pledgor's rights in the Collateral and Secured Party's security interest in the
Collateral against the claims of all persons and entities (other than any person
or entity claiming by, through or under Secured Party or any obligee of the
Obligations).

     3.02.  Sale of Collateral.  Pledgor shall not sell, assign, or otherwise
dispose of the Collateral or any part thereof.

     3.03.  Distributions.  If Pledgor shall become entitled to receive or shall
receive any stock certificate (including, without limitation, any certificate
representing a stock dividend or a distribution in connection with any
reclassification, increase, or reduction of capital or issued in connection with
any reorganization), option or rights constituting Collateral, whether as an
addition to, in substitution of, or in exchange for any Collateral or otherwise,
Pledgor agrees to accept the same as Secured Party's agent and to hold the same
in trust for Secured Party and to deliver the same (to the extent in form
capable of delivery) promptly to Secured Party in the exact form received, with
the appropriate endorsement of Pledgor when necessary and/or appropriate undated
stock powers duly executed in blank, to be held by Secured Party, as additional
Collateral for the Obligations, subject to the terms hereof.  Any sums paid upon
or in respect of the Collateral upon the liquidation or dissolution of the
issuer thereof in violation of the Note Purchase Agreement shall be paid over to
Secured Party to be held by it as additional Collateral for the Obligations
subject to the terms hereof except as otherwise provided in the Note Purchase
Agreement; and in case any distribution of capital shall be made on or in
respect of the Collateral while a Default or an Event of Default shall be
continuing or any property shall be distributed while a Default or an Event of
Default shall be continuing upon or with respect to the Collateral pursuant to
any recapitalization or reclassification of the capital of the issuer thereof or
pursuant to any reorganization of the issuer thereof, the property so
distributed shall be delivered to the Secured Party to be held by it, as
additional Collateral for the Obligations, subject to the terms hereof.  All
sums of money and property so paid or distributed in respect of the Collateral
that are received by Pledgor shall, until paid or delivered to Secured Party, be


Stock Pledge Agreement
Page 3

 
held by Pledgor in trust as additional security for the Obligations, provided
that except to the extent that such sums of money or property have theretofore
been applied against the Obligations in accordance with the Note Purchase
Agreement, such sums of money or property shall forthwith be delivered to
Pledgor at such time as no Default or Event of Default shall be continuing under
the Note Purchase Agreement.

     3.04.  Further Assurances.  Pledgor has delivered the certificate
representing the stock referred to in Section 1.01 (a) to Secured Party, with an
undated stock power duly executed in blank to be held by Secured Party as
Collateral for the Obligations, subject to the terms hereof.  At any time and
from time to time, upon the request of Secured Party, and at the sole expense of
Pledgor, Pledgor shall promptly execute and deliver all such further instruments
and documents and take such further action as Secured Party may deem reasonably
necessary or desirable to preserve and perfect its security interest in the
Collateral and carry out the provisions and purposes of this Agreement,
including, without limitation, the execution and filing of such financing
statements as Secured Party may require.  A carbon, photographic, or other
reproduction of this Agreement or of any financing statement covering the
Collateral or any part thereof shall be sufficient as a financing statement and
may be filed as a financing statement to the extent provided by applicable law.

     3.05.  Inspection Rights.  Upon reasonable notice from Secured Party,
Pledgor shall permit Secured Party and its representatives to examine, inspect,
and copy Pledgor's books and records concerning ownership of the Collateral at
any reasonable time during normal business hours and as often as Secured Party
may desire.

     3.06.  Notification.  Pledgor shall promptly after either Person has
knowledge thereof, notify Secured Party of (i) any lien, security interest,
encumbrance, or claim made or threatened against the Collateral other than
Permitted Liens, and (ii) the occurrence or existence of any Default or Event of
Default.

     3.07.  Books and Records.  Pledgor shall mark its books and records to
reflect the security interest of Secured Party under this Agreement.

     3.08.  Additional Securities.  Pledgor shall not consent to or approve the
issuance of any additional shares of any class of capital stock of the Company
or any securities convertible into, or exchangeable for, any such shares or any
warrants, options, rights, or other commitments entitling any person or entity
to purchase or otherwise acquire any such shares.

                                   ARTICLE IV
                      Rights of Secured Party and Pledgor

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Page 4

 
     4.01.  Power of Attorney.  Pledgor hereby irrevocably constitutes and
appoints Secured Party and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead and in the name of Pledgor or in its
own name, from time to time in Secured Party's discretion during the continuance
of an Event of Default and prior to the Collateral Termination Date, to take any
and all action and to execute any and all documents and instruments which may be
necessary or desirable to accomplish the purposes of this Agreement and, without
limiting the generality of the foregoing, hereby gives Secured Party the power
and right on behalf of Pledgor and in its own name to do any of the following
after the occurrence and during the continuance of an Event of Default and to
the extent permitted by applicable laws, without notice to or the consent of
Pledgor:

     (a)  to demand, sue for, collect, or receive in the name of Pledgor or in
          its own name, any money or property at any time payable or receivable
          on account of or in exchange for any of the Collateral and, in
          connection therewith, endorse checks, notes, drafts, acceptances,
          money orders, or any other instruments for the payment of money under
          the Collateral;

     (b)  to pay or discharge taxes, liens, security interests, or other
          encumbrances (other than Permitted Liens) levied or placed on or
          threatened against the Collateral;

     (c)  (i) to direct account debtors and any other parties liable for any
          payment  under any of the Collateral to make payment of any and all
          monies due and to become due thereunder directly to Secured Party or
          as Secured Party shall direct; (ii) to receive payment of and receipt
          for any and all monies, claims, and other amounts due and to become
          due at any time in respect of or arising out of any Collateral; (iii)
          to sign and endorse any drafts, assignments, proxies, stock powers,
          verifications, notices, and other documents relating to the
          Collateral; (iv) to commence and prosecute any suit, actions or
          proceedings at law or in equity in any court of competent jurisdiction
          to collect the Collateral or any part thereof and to enforce any other
          right in respect of any Collateral; (v) to defend any suit, action, or
          proceeding brought against Pledgor with respect to any Collateral;
          (vi) to settle, compromise, or adjust any suit, action, or proceeding
          described in clause (v) above and, in connection therewith, to give
          such discharges or releases as Secured Party may deem appropriate;
          (vii) to exchange any of the Collateral for other property upon any
          merger, consolidation, reorganization, recapitalization, or other
          readjustment of the issuer thereof and, in connection therewith,
          deposit any of the Collateral with any committee, depositary, transfer
          agent, registrar, or other designated agency upon such terms as
          Secured Party may determine; (viii) to add or release any guarantor,
          endorser, surety, or other party to any of the Collateral or the
          Obligations; and (ix) to sell, transfer, pledge, make any agreement
          with respect to or otherwise deal with any of the Collateral as fully
          and completely as though Secured Party were the absolute owner thereof
          for all purposes, and to do, at Secured Party's option and Pledgor's
          expense, at any time, or from time to time, all acts and things which
          Secured Party deems necessary to protect, preserve, or realize upon
          the Collateral and Secured Party's security 

Stock Pledge Agreement
Page 5

 
          interest.

     This power of attorney is a power coupled with an interest and shall be
irrevocable.  Secured Party shall be under no duty to exercise or withhold the
exercise of any of the rights, powers, privileges, and options expressly or
implicitly granted to Secured Party in this Agreement, and shall not be liable
for any failure to do so or any delay in doing so.  Secured Party shall not be
liable for any act or omission or for any error of judgment or any mistake of
fact or law in its individual capacity or in its capacity as attorney-in-fact
except acts or omissions constituting or resulting from its willful misconduct
or gross negligence.  This power of attorney is conferred on Secured Party
solely to protect, preserve, and realize upon its security interest in the
Collateral.

     4.02.  Voting Rights.  Until written notice shall be given to Pledgor in
accordance with Section 5.02(d) that Secured Party has exercised its rights
under Section 5.02(d) to vote the Collateral (provided, however, if Secured
Party is prevented from providing such notice as a result of Section 362 of the
United States Bankruptcy Code or similar law Pledgor shall be entitled to
exercise such rights so long as no Event of Default shall have occurred and be
continuing), Pledgor shall be entitled to exercise any and all voting and other
rights relating or pertaining to the Collateral or any part thereof (and the
Secured Party shall execute and deliver (or cause to be executed and delivered)
to Pledgor all such proxies and other instruments as Pledgor may reasonably
request for the purpose of enabling Pledgor to exercise the voting and other
rights which it is entitled to exercise pursuant to this sentence).

     4.03.  Dividends.   Until written notice shall be given to Pledgor in
accordance with Section 5.02(d) that Secured Party has exercised its rights
under Section 5.02(d) to vote the Collateral, Pledgor shall be entitled to
receive and collect for its own use all Collateral Proceeds.

     4.04.  Performance by Secured Party of Pledgor's Obligations.  If an Event
of Default has occurred and is continuing or if Pledgor fails to perform or
comply with any of its agreements contained herein and Secured Party itself
shall cause performance of or compliance with such agreement, the reasonable
expenses of Secured Party, together with interest thereon at the rate of
interest provided in the Note Purchase Agreement, shall be payable by Pledgor to
Secured Party on demand and shall constitute Obligations secured by this
Agreement.

     4.05.  Secured Party's Duty of Care.  Other than the exercise of reasonable
care in the physical custody of the Collateral while held by Secured Party
hereunder, Secured Party shall have no responsibility for or obligation or duty
with respect to all or any part of the Collateral or any matter or proceeding
arising out of or relating thereto, including, without limitation, any
obligation or duty to collect any sums due in respect thereof or to protect or
preserve any rights against prior parties or any other rights pertaining
thereto, it being understood and agreed that Pledgor shall be responsible for
preservation of all rights in the Collateral.  Without limiting the generality
of the foregoing, Secured Party shall be conclusively deemed to have exercised
reasonable care in the custody of the Collateral if Secured Party takes such
action, for purposes of preserving rights in the Collateral, as Pledgor may
reasonably request in writing, but no failure or omission or delay by Secured
Party in complying with any such request by Pledgor, 


Stock Pledge Agreement
Page 6

 
and no refusal by Secured Party to comply with any such request by Pledgor,
shall of itself be deemed to be a failure to exercise reasonable care.

                                   ARTICLE V
                                    Default

     5.01.  Events of Default.  Each of the following shall be deemed an 'Event
of Default':

     (a)  The failure of the Collateral pledged to Secured Party hereunder to
          constitute at least one hundred percent (100%) of the issued and
          outstanding stock of the Company;

     (b)  An Event of Default under any Note Purchase Agreement shall have
          occurred;

     (c)  Failure by Pledgor to perform any agreement contained herein and
          continuance of such non-compliance or failure for thirty (30) days
          after notice thereof to Pledgor from Secured Party; or

     (d)  Any representation, statement or warranty of Pledgor contained herein
          shall be untrue in any material respect as of the date made.
 
     5.02.  Rights and Remedies.  Prior to the Collateral Termination Date, upon
the occurrence of an Event of Default and so long as the same shall be
continuing, Secured Party shall have the following rights and remedies to the
extent not prohibited by applicable laws:

     (a)  In addition to all other rights and remedies granted to Secured Party
          in this Agreement and in any other instrument or agreement securing,
          evidencing, or relating to the Obligations, Secured Party shall have
          all of the rights and remedies of a secured party under the Uniform
          Commercial Code as adopted by the State of Texas.  Without limiting
          the generality of the foregoing, Secured Party may (A) without demand
          or notice to Pledgor, collect, receive, or take possession of the
          Collateral or any part thereof, (B) sell or otherwise dispose of the
          Collateral, or any part thereof, in one or more parcels at public or
          private sale or sales, at Secured Party's offices or elsewhere, for
          cash, on credit, or for future delivery without assumption of any
          credit risk, and/or (C) bid and become a purchaser at any such sale
          free of any right or equity of redemption in Pledgor, which right or
          equity is hereby expressly waived and released by Pledgor.  Upon the
          request of Secured Party, Pledgor shall assemble the Collateral and
          make it available to Secured Party at any place designated by Secured
          Party that is reasonably convenient to Pledgor and Secured Party.
          Pledgor agrees that Secured Party shall not be obligated to give more
          than ten (10) days' prior written notice of the time and place of any
          public sale or of the time after which any private sale may take place
          and that such notice shall constitute reasonable notice of such
          matters.  Pledgor shall be liable for all reasonable expenses of
          retaking, holding, preparing for sale, or the like, and all reasonable
          attorneys' fees and other reasonable 

Stock Pledge Agreement
Page 7

 
          expenses incurred by Secured Party in connection with the collection
          of the Obligations and the enforcement of Secured Party's rights under
          this Agreement, in each case during the continuance of an Event of
          Default, all of which expenses and fees shall constitute additional
          Obligations secured by this Agreement. Secured Party may apply the
          Collateral against the Obligations then due and payable in such order
          and manner as provided in Section 6.15. Pledgor shall remain liable
          for any deficiency if the proceeds of any sale or disposition of the
          Collateral are insufficient to pay the Obligations. Pledgor waives all
          rights of marshalling in respect of the Collateral.

     (b)  Secured Party may cause any or all of the Collateral held by it to be
          transferred into the name of Secured Party or the name or names of
          Secured Party's nominee or nominees (in each case as pledgee
          hereunder).

     (c)  Secured Party shall be entitled to receive all cash dividends payable
          in respect of the Collateral.

     (d)  Secured Party shall have the right, but shall not be obligated to,
          exercise or cause to be exercised all voting rights and corporate
          powers in respect of the Collateral, and Pledgor shall deliver to
          Secured Party, if requested by Secured Party, irrevocable proxies with
          respect to the Collateral in form satisfactory to Secured Party.

Because of applicable securities laws, including without limitation, the
Securities Act of 1933, as amended, the securities laws of Texas and other
applicable state securities laws, there may be legal restrictions or limitations
affecting attempts of Secured Party to dispose of the Collateral in the
enforcement of its rights and remedies hereunder.  Secured Party is hereby
authorized by Pledgor, but not obligated, upon the occurrence and during the
continuance of an Event of Default, to the extent permitted by applicable law,
to sell all or any part of the Collateral at private sale, subject to investment
letters or in any other manner which will not require the Collateral or any part
thereof, to be registered in accordance with the Securities Act of 1933, as
amended, or the rules and regulations promulgated thereunder, or any other
applicable securities law or regulation.  Pledgor specifically agrees that under
these circumstances, such a sale is a commercially reasonable method of
disposition of the Collateral.  Secured Party is also hereby authorized by
Pledgor, but not obligated, to take such actions, give such notices, obtain such
rulings and consents, and do such other things as Secured Party may deem
appropriate in the event of such a sale or disposition of any of the Collateral.
Pledgor acknowledges that Secured Party may, in its reasonable discretion,
approach a restricted number of potential purchasers and that a sale under such
circumstances may yield a lower price for the Collateral or any part or parts
thereof than would otherwise be obtainable if the same were registered and sold
in the open market.  Pledgor agrees that such private sale shall constitute a
commercially reasonable method of disposing of the Collateral in view of the
time, expense, and potential liability to the parties of such transactions of
registration of the Collateral in accordance with applicable securities laws.

Stock Pledge Agreement
Page 8

 
                                   ARTICLE VI
                                 Miscellaneous

     6.01.  No Waiver; Cumulative Remedies.  No failure on the part of Secured
Party to exercise and no delay in exercising, and no course of dealing 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 under this Agreement preclude any other or further exercise thereof
or the exercise of any other right, power, or privilege.  To the fullest extent
permitted by applicable laws, the rights and remedies provided for in this
Agreement are cumulative and not exclusive of any rights and remedies provided
by law.

     6.02.  Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of Pledgor and Secured Party and their respective heirs,
successors, and assigns, except that Pledgor may not assign any of its rights or
obligations under this Agreement without the prior written consent of Secured
Party except to the extent permitted by the Note Purchase Agreement.

     6.03.  Amendment; Entire Agreement.  This Agreement, together with any
applicable pledge or other agreement required by applicable laws, embodies the
final, entire agreement among the parties hereto and supersedes any and all
prior commitments, agreements, representations, and understandings, whether
written or oral, relating to the subject matter hereof.  The provisions of this
Agreement may be amended or waived only by an instrument in writing signed by
the parties hereto with the requisite consent of Secured Party as provided in
the Note Purchase Agreement.

     6.04.  Notices.  Any notice, consent, or other communication required or
permitted to be given under this Agreement to Secured Party or Pledgor must be
in writing and delivered in person or by facsimile or by registered or certified
mail, return receipt requested, postage prepaid, as follows:

     To Secured Party:  Geneva Associates, L.L.C., as Collateral Agent
                    Attn: Mr. Tracy Turner
                    First Union Tower
                    P.O. Box 21962
                    Greensboro, North Carolina 27420
                    Telephone: (910) 275-7002
                    Facsimile:  (910) 274-4984

     Copy to:       Hutcheson & Grundy, L.L.P.
                    Attn:  Ms. Lisa J. Mellencamp
                    1200 Smith Street, Suite 3300
                    Houston, Texas 77002-4579
                    Telephone:  (713) 951-2800
                    Facsimile:  (713) 951-2925

Stock Pledge Agreement
Page 9

 
     To Pledgor:    Boots & Coots International Well Control, Inc.
                    Attn:  Mr. Larry Ramming
                    5151 San Felipe, Suite 450
                    Houston, Texas  77056
                    Telephone:  (713) 621-7911
                    Facsimile:  (713) 621-7988


Stock Pledge Agreement
Page 10

 
     Copy to:       Brown, Parker & Leahy, L.L.P.
                    Attn:  Mr. William T. Heller
                    1200 Smith Street, Suite 3600
                    Houston, Texas  77002
                    Telephone:  (713) 654-8111
                    Facsimile:  (713) 621-7988


Any such notice, consent, or other communication shall be deemed given when
delivered in person or, if given by mail, five (5) days after such communication
is deposited in the mail, certified or registered with return receipt requested.

     6.05.  Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.
This Agreement, and the rights and duties of the parties hereto, shall be
construed in accordance with and governed by the internal laws of the State of
Texas; provided, however that any enforcement of Secured Party's rights and
remedies in any other jurisdiction shall, to the extent required by applicable
laws, be governed by the laws of the jurisdiction of enforcement.  Each party
hereto hereby submits to the nonexclusive jurisdiction of the United States
District Court for the Southern District of Texas and of any Texas State court
sitting in Houston, Texas for purposes of all legal proceedings arising out of
or relating to this Agreement or the transactions contemplated hereby.  Each
party hereto irrevocably waives, to the fullest extent permitted by law, any
objection 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.  EACH PARTY
TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     6.06.  Headings.  The headings, captions, and arrangements used in this
Agreement are for convenience only and shall not affect the interpretation of
this Agreement.

     6.07.  Survival of Representations and Warranties.  All representations and
warranties made in this Agreement or in any certificate delivered pursuant
hereto shall survive the execution and delivery of this Agreement, and no
investigation by Secured Party shall affect the representations and warranties
or the right of Secured Party to rely upon them.

     6.08.  Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     6.09.  Severability.  Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Agreement, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

Stock Pledge Agreement
Page 11

 
     6.10.  Construction.  Pledgor and Secured Party acknowledge that each of
them has had the benefit of legal counsel of its own choice and has been
afforded an opportunity to review this Agreement with its legal counsel and that
this Agreement shall be construed as if jointly drafted by Pledgor and Secured
Party.

     6.11.  Obligations Absolute.  The obligations of Pledgor under this
Agreement shall be absolute and unconditional and shall not be released,
discharged, reduced, or in any way impaired by any circumstance whatsoever,
including, without limitation, any amendment, modification, extension, or
renewal of this Agreement, the Obligations, or any document or instrument
evidencing, securing, or otherwise relating to the Obligations, or any release,
subordination, or impairment of collateral, or any waiver, consent, extension,
indulgence, compromise, settlement, or other action or inaction in respect of
this Agreement, the Obligations, or any document or instrument evidencing,
securing, or otherwise relating to the Obligations, or any exercise or failure
to exercise any right, remedy, power, or privilege in respect of the
Obligations.

     6.12.  Termination.  On the Collateral Termination Date, the Liens created
hereby shall terminate, and Secured Party, at the request and expense of
Pledgor, forthwith will execute and deliver to Pledgor a proper instrument or
instruments acknowledging the satisfaction and termination of the Liens created
hereby and will duly assign, transfer and deliver to Pledgor (without recourse
and without any representation or warranty, such of the Collateral as may be in
the possession of the Lender and as has not theretofore been sold or otherwise
applied pursuant to this Agreement or the Note Purchase Agreement.  Upon such
release and redelivery, this Agreement shall terminate.  The term 'Collateral
Termination Date' shall mean the first date on which no Note is outstanding
under the Note Purchase Agreement and no other obligation is due and payable
thereunder or under any other Document.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first written above.

                              PLEDGOR:

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

                    By: ________________________________________
                    Name: ______________________________________
                    Title: _____________________________________

                              SECURED PARTY:

                              GENEVA ASSOCIATES, L.L.C., as
                              Collateral Agent

                    By: ________________________________________
                    Name: ______________________________________
                    Title: _____________________________________

Stock Pledge Agreement
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