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Published: 2008-03-26

Subordinated Note Restructuring Agreement - Boots & Coots International Well Control Inc. and Prudential Insurance Co. of America



EXECUTION  COPY


                 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
                        777 POST OAK BOULEVARD, SUITE 800
                              HOUSTON, TEXAS  77056

                    SUBORDINATED NOTE RESTRUCTURING AGREEMENT
                    -----------------------------------------

As  of  December  28,  2000

The Prudential Insurance Company of America
c/o Prudential Capital Group
Four Gateway Center
100  Mulberry  Street
Newark, New Jersey 07102-4069

Ladies  and  Gentlemen:

     This  Subordinated  Note  Restructuring  Agreement  (this  "RESTRUCTURING
AGREEMENT") is entered into between the undersigned, Boots & Coots International
Well  Control,  Inc.,  a  Delaware  corporation  (the  "COMPANY")  and  you.

     WHEREAS,  the  Company  and  you  have entered into a Subordinated Note and
Warrant Purchase Agreement dated as of July 23, 1998 (the "PURCHASE AGREEMENT"),
pursuant to which the Company issued to you its 11.28% senior subordinated notes
in  the  aggregate  principal amount of $30,000,000 to mature July 23, 2006 (the
"11.28%  NOTES")  in  exchange  for  payment  of 100% of the aggregate principal
amount  thereof  (the  "PURCHASE  PRICE");

     WHEREAS, pursuant to the Purchase Agreement, the Company issued and sold to
you  a warrant evidencing rights to purchase an aggregate of 3,165,396 shares of
common  stock,  par value $0.0000l per share of the Company (the "COMMON STOCK")
at  an  initial  exercise  price per share of $6.70 (the "ORIGINAL WARRANT" and,
together  with  the  11.28%  Notes,  the  "PREEXISTING  OBLIGATIONS");

     WHEREAS,  the  Company  and  you  desire  to  restructure  the  Company's
obligations  under  the  Purchase  Agreement  and the Preexisting Obligations by
executing  and  delivering this Restructuring Agreement, and thereby terminating
the  Purchase  Agreement  and  waiving  any all past and present defaults by the
Company  thereunder;  and

     WHEREAS,  pursuant to this Restructuring Agreement, you agree to cancel and
terminate  the  11.28%  Notes and the Warrant in consideration for the Company's
deliveries  and obligations hereunder, including, but not limited to, payment in
full  of the Closing Payments, and the issuance to you of the Replacement Notes,
the  Replacement  Warrant,  the  New  Warrant,  and  the Preferred Stock (all as
defined  herein).



     NOW,  THEREFORE,  in  consideration  of  the  foregoing, the Company hereby
agrees  with  you  as  follows:


1.   CASH  PAYMENTS.

     1.1     CLOSING  PAYMENT.  On  the date of closing, which shall be December
28, 2000 (the "CLOSING DATE" or "DATE OF CLOSING"), the Company will pay you the
sum of $12,000,000 in immediately available funds plus the Expenses Cash Payment
(as  defined in Section 12.2 hereof)(the "CLOSING PAYMENT"), by wire transfer to
the  following  account:

                    Bank of New York
                    New York, NY
                    Account Name: Prudential Managed Account
                    ABA #021-000-018
                    Acct. # 890-0304-391


     1.2     CREDIT FACILITY PAYMENT.  If and when the Company enters into a new
credit  facility  or commercial financing arrangement or amends and restates its
existing  credit  facility  with  a  commercial  lender  the Company will on the
closing  date  thereof  (the "CREDIT FACILITY PAYMENT DATE"), pay you the sum of
$500,000 in immediately available funds (the "CREDIT FACILITY PAYMENT"), by wire
transfer  to  the  following  account  or  to such other account which you shall
designate  by  notice  to  the  Company:

                    Bank of New York
                    New York, NY
                    Account Name: Prudential Managed Account
                    ABA #021-000-018
                    Acct. # 890-0304-391


2.     AUTHORIZATION  OF  ISSUE  OF  SECURITIES.

     2.1     AUTHORIZATION  OF  ISSUE  OF NOTES.  The Company will authorize the
issue  of  its  senior  subordinated  notes in the aggregate principal amount of
$7,000,000 plus the Expenses Note Amount (as defined in Section 12.2 herein), to
be  dated  the  Closing  Date,  to mature December 28, 2005, to bear interest at
12.00%  per  annum, compounded quarterly, on the unpaid balance thereof from the
date  thereof  until the principal thereof shall have become due and payable and
on overdue payments at the respective rates specified therein; such subordinated
notes shall be substantially in the form of Exhibit A attached hereto.  The term
"NOTES"  as  used  herein  shall  include  each  such  senior  subordinated note
delivered  pursuant  to  any  provision of this Restructuring Agreement and each
such  senior  subordinated  note  delivered  in substitution or exchange for any
other  Note  pursuant  to any such provision.  Capitalized terms used herein and
not  otherwise  defined  have  the  meanings  specified  in  Section  11.

     2.2     AUTHORIZATION  OF ISSUE  OF  PREFERRED  STOCK. (a) The Company will
authorize  the  issue  of $5,000,000 aggregate face value of Series E Cumulative
Senior  Preferred Stock, par value $0.00001 per share (the "SERIES E STOCK") and
$8,000,000  aggregate  face  value  of Series G Cumulative Convertible Preferred
Stock,  par  value  $0.00001 per share (the "SERIES G STOCK").  The Company will
also authorize the issue of up to 60,775 of Series F Cumulative Senior Preferred


                                        2

Stock,  which  shall be issuable in exchange for Series E Stock and Series E PIK
Shares  (as defined below) beginning five years from the date of issuance of the
Series  E Stock (the "SERIES F STOCK" and, when issued, together with the Series
E  Stock,  Series  E  PIK  Shares,  Series  G Stock and Series G PIK Shares, the
"PREFERRED  STOCK").

          (b)     Subject  to the terms, conditions and adjustments set forth in
the  Certificate  of  Designation  of the rights and preferences relating to the
Series  E  Stock (the "SERIES E DESIGNATION"); as substantially set forth in the
form  of  Exhibit  B:  the Series E Stock will bear a cumulative dividend at 10%
per  annum,  compounded  semi-annually.  The dividend may be paid in the form of
cash  or,  for  a  period of two years from the date of issuance, in whole or in
part  in  additional  shares  of  Series  E Stock having, for each such dividend
payment,  an aggregate face value equal to the cash value of such dividend to be
paid in shares (such shares, "SERIES E PIK SHARES").  When issued, such Series E
PIK  Shares  shall  have  all  of  the rights, privileges and obligations of the
Series  E  Stock. Three years from the date of issuance, the cumulative dividend
on  the Series E Stock (including the Series E PIK Shares) shall increase to 12%
per  annum,  compounded  semi-annually.  The  Series E Stock may be redeemed (i)
within  one  year from the date of issuance, inclusive, at the Company's option,
at  a  price  of  83.33%  of the Adjusted Face Value (as defined in the Series E
Designation) of such shares plus all accrued and unpaid dividends, and (ii) from
one year from the date of issuance, at the Company's option, at a price equal to
the Adjusted Face Value of such shares; provided, that for purposes of each such
                                        --------
redemption, Series E PIK Shares must also be redeemed at the Adjusted Face Value
of  such  shares, and provided, further, that beginning five years from the date
                      --------  -------
of  issuance of such Series E Stock, the Company must notify holders of Series E
Stock  of  any intent to redeem any such shares in writing no later than 30 days
prior to the proposed closing of such redemption.  The Series E Stock shall rank
pari  passu  with  the Company's Series A Cumulative Senior Preferred Stock (the
"SERIES  A  STOCK")  and  the  Series  F  Stock,  and  any other series of stock
authorized  and issued by the Board of Directors as pari passu with the Series E
Stock.

          (c)     Subject  to  the  terms,  conditions  and  adjustments  set
forth  in  the Certificate of Designation of the rights and preferences relating
to the Series F Stock; as substantially set forth in the form of Exhibit C:  the
Series  F  Stock  will  bear  a cumulative dividend at 12% per annum, compounded
semi-annually.  The  Series  F Stock may be converted at any time into shares of
Common  Stock  at a conversion price equal to 85% of the average, for 90 trading
days preceding the date of notice to the Company of such conversion, of the high
and  low  trading prices of the Common Stock on any national securities exchange
or  national  automatic  quotation  system  where the Common Stock is listed for
trading,  or if no such listing is in effect, the fair market value per share as
determined  in  good  faith by the Board of Directors.  The Series F Stock shall
rank  pari  passu  with the Series A Stock and the Series E Stock, and any other
series  of  stock  authorized and issued by the Board of Directors as pari passu
with  the  Series  F  Stock.


                                        3

          (d)     Subject  to the terms, conditions and adjustments set forth in
the  Certificate  of  Designation  of the rights and preferences relating to the
Series G Stock; as substantially set forth in the form of Exhibit D:  the Series
G  Stock  will  bear  a  cumulative  dividend  at  10%  per  annum,  compounded
semi-annually.  The dividend may be paid in the form of cash or, for a period of
two years from the date of issuance, in whole or in part in additional shares of
Series  G  Stock having, for each such dividend payment, an aggregate face value
equal  to  the  cash  value  of such dividend to be paid in shares (such shares,
"SERIES G PIK SHARES").  When issued, such Series G PIK Shares shall have all of
the  rights,  privileges  and  obligations  of the Series G Stock.  The Series G
Stock  may be converted, at any time beginning September 3, 2001, into shares of
Common  Stock at a conversion price of $1.19 per share, subject to adjustment in
the  event  of  stock split, stock dividend, recapitalization, reorganization or
other  similar  event.  The  Series  G  Stock  shall  rank  pari  passu with the
Company's  10%  Junior Redeemable Convertible Preferred Stock (the "10% STOCK"),
Series  C  Convertible  Junior  Preferred  Stock,  Series  D  Cumulative  Junior
Preferred  Stock,  Series  H Stock, and any other series of stock authorized and
issued  by  the  Board  of  Directors  as  pari  passu  with the Series G Stock.

     2.3     AUTHORIZATION  OF  AMENDMENT  OF  ORIGINAL WARRANT AND ISSUE OF NEW
WARRANTS.  The  Company will also authorize the (a) amendment and restatement of
the  Original  Warrant  to reduce the exercise price thereof to $0.625 per share
and to cause such warrant to conform in all respects to Exhibit E hereto and (b)
issuance  of  its  Common Stock Purchase Warrants (such amended Original Warrant
and  any  such Common Stock Purchase Warrants which have been issued pursuant to
this  Restructuring Agreement, and any such Common Stock Purchase Warrants which
may  be  issued in substitution or exchange therefor, herein collectively called
the  "WARRANTS")  evidencing rights to purchase from the Company an aggregate of
8,800,000  shares  of Common Stock, at an exercise price per share of $0.625, at
any  time  or  from time to time, and prior to 5:00 p.m., New York City time, on
the  later of (i) July 23, 2008 and (ii) six months after the date the Notes are
fully retired, all subject to the terms, conditions and adjustments set forth in
such  warrants; such Common Stock Purchase Warrant shall be substantially in the
form  of  Exhibit  F  attached  hereto.

3.   TRANSFER  OF  SECURITIES.

     3.1     TRANSFER.  The Company hereby agrees to provide to you and, subject
to  the  terms  and conditions herein set forth, you agree to or accept from the
Company  on  the  Closing  Date:

          (a)     the  Closing  Payment  and,  if  owing,  the  Credit  Facility
Payment;

          (b)     Notes in the aggregate principal amount of $7,000,000 plus the
Expenses  Note  Amount,  registered in your name or the name of your nominee, in
the  denomination  or  denominations  specified  by  you  to  the  Company;

          (c)     shares  of  Series  E  Stock  in  the aggregate face amount of
$5,000,000,  registered  in  your  name  or  the  name  of  your  nominee in the
denomination  or  denominations  specified  by  you  to  the  Company;


                                        4

          (d)     shares  of  Series  G  Stock  in  the aggregate face amount of
$8,000,000,  registered  in  your  name  or  the  name  of  your  nominee in the
denomination  or  denominations  specified  by  you  to  the  Company;

          (e)     the  Warrants,  in  the  form of two Warrant certificates, one
exercisable  for  the  purchase  from  the Company of 8,800,000 shares of Common
Stock, and one exercisable for the purchase from the Company of 3,165,000 shares
of  Common  Stock  (the  Warrants, together with the items listed in subsections
(a),  (b),  (c)  and  (d)  of  this  Section  3.1, the Closing Payment and, when
applicable,  the  Credit  Facility  Payment,  the "COMPANY CLOSING DELIVERIES"),

as  full  and  complete  consideration  and  satisfaction  of  such  Preexisting
Obligations.  Upon  receipt  of  the  instruments  and  documents evidencing the
Preexisting  Obligations,  subject  to  Section  12.2  hereto,  all  Preexisting
Obligations  including  Preexisting  Obligations  arising from events of default
under  the  Purchase  Agreement,  the  Preexisting  Obligations, or any document
executed  or  delivered  in  connection  therewith,  shall be hereby and forever
waived  by  you.

     3.2     CLOSING.  The  Company  will  provide  you  the  Company  Closing
Deliveries  on  the  Closing  Date  at 10:00 am New York time, at the offices of
Weil,  Gotshal  & Manges  LLP  at  767  Fifth Avenue, New York, New York 10153.

     3.3     CALL OPTION. Notwithstanding anything  contained  in  this Purchase
Agreement  to  the  contrary:

               (a)     from  the  date  of  execution  of  this  Restructuring
Agreement  through  June  30,  2001, the Company may elect to and pay you in one
payment  in  immediately available funds, the sum of $18,000,000 plus the sum of
the  Expenses  Note Amount, all accrued but unpaid interest and dividends on the
Notes, the Series E Stock and the Series G Stock as of the date thereof plus the
face amount of any Series E PIK Shares (plus all accrued but unpaid interest and
dividends  thereon) or Series G PIK Shares (plus all accrued but unpaid interest
and  dividends  thereon)  issued  on  Series  E  Stock  and  Series  G  Stock,
respectively,  minus  the  amount  of  the Credit Facility Payment if the Credit
Facility  Payment  had  theretofore  been  paid by the Company to you (the "CALL
OPTION  PRICE")  by  wire  transfer  to  an account which you shall designate by
notice  to  the  Company, in exchange for the immediate surrender to the Company
for  cancellation  and  retirement:

                    (i)  the  Notes;

                    (ii) the  Series  E  Stock;

                    (iii)the  Series  E  PIK  Shares;

                    (iv) the  Series  G  Stock;

                    (v)  the  Series  G  PIK  Shares;  and


                                        5

                    (vi) the  Warrants.

          (b)     from  July  1,  2001  through January 2, 2002, the Company may
elect to and pay you in one payment the Call Option Price by wire transfer to an
account  which you shall designate by notice to the Company, in exchange for the
immediate  surrender  to  the  Company  for  cancellation  and  retirement:

                    (i)  the  Notes;

                    (ii) the  Series  E  Stock;

                    (iii)the  Series  E  PIK  Shares;

                    (iv) the  Series  G  Stock;  and

                    (v)  the  Series  G  PIK  Shares.

     3.4     ORIGINAL  ISSUE  DISCOUNT.  The  Company and you hereby acknowledge
and  agree  that:  (i)  the  fair  market value of the Warrants on their date of
issuance is equal to an amount which is less than the product of (a) one-quarter
of  one percent (0.25%) of the stated redemption price at maturity (as such term
is  defined  in  the  Code) of the Notes and (b) the number of complete years to
maturity  of  the Notes; (ii) a portion of the purchase price of the Notes which
is  less  than  the product described in clause (i), above, will be allocable to
the  Warrants  pursuant  to  Treas.  Reg.  1.1273-2(h),  with the balance of the
purchase price of the Notes allocable to the Notes; and (iii) pursuant to Treas.
Reg.  1.1273, the original issue discount on the Notes shall be considered to be
zero.  The  foregoing  agreement  shall  be  applicable  for  all  United States
federal,  state  and  local  tax  purposes  of  the  Company  and  you.

4.     CONDITIONS  PRECEDENT.  Your  obligation  to  accept  the transfer of the
Company  Closing  Deliveries  and  to  release  the Company from the Preexisting
Obligations  at  the  Closing  hereunder  is subject to the fulfillment, to your
satisfaction,  on  or  before  the Date of Closing, of the following conditions:

     4.1     CERTAIN  DOCUMENTS.  You  shall  have  received the following, each
dated the Date of Closing (unless a different date is indicated below), and each
in  form,  scope  and  substance  reasonably  satisfactory  to  you:

          (a)     the  Notes  to  be  acquired  by  you;

          (b)     the  Preferred  Stock  to  be  acquired  by  you;

          (c)     the  Warrants  to  be  acquired  by  you;

          (d)     certified  copies of the resolutions of the Board of Directors
of  each  of the Transaction Parties approving this Restructuring Agreement, the
Closing Payment, the Credit Facility Payment, the Preferred Stock, the Warrants,
the  Notes  and  each of the other Note Documents to which each is or is to be a
party,  and  certified  copies  of  all  documents  evidencing  other reasonably
necessary  corporate  action and governmental approvals, if any, with respect to
each  of  the  Note  Documents  to  which  each  is  a  party;


                                        6

          (e)     a  certificate  of  the  Secretary  or  an Assistant Secretary
of  each  of the Transaction Parties certifying the names and true signatures of
the  officers  of  such  Transaction  Party authorized to sign the Restructuring
Agreement,  the Preferred Stock, the Warrants and the Note Documents to which it
is a party and the other documents to be delivered hereunder by such Transaction
Party;

          (f)     certified  copies  of  the  Certificate  or  Articles  of
Incorporation  (certified  by  the Secretary of State of the applicable state of
incorporation)  dated  at least within ten Business Days of the Date of Closing,
and  bylaws,  each  as  amended  to  date,  of  each of the Transaction Parties;

          (g)     a  favorable  opinion  of  Thompson  Knight  Brown,  Parker  & Leahy,  L.L.P., counsel to the Transaction Parties, substantially in the form of
Exhibit  G  attached  hereto,  and addressing such other matters incident to the
matters  herein  contemplated  as  you  may  reasonably  request;

          (h)     evidence  in  form  and substance reasonably acceptable to you
that  certain portions of the Senior Debt existing immediately prior to the date
hereof  under  the  Loan Agreement dated as of October 28, 1998 by and among the
Company  and  Comerica  Bank-Texas, as agent bank (the "Comerica Facility") have
been  converted  into  Series  H  Cumulative  Convertible Preferred Stock of the
Company  ("Series H Stock") in form and substance reasonably satisfactory to you
and  the  holder  of  the  Senior  Debt.

          (i)     an  amendment  to  the  Registration  Rights  Agreement,  duly
executed  and  delivered  by  the  Company, indicating that the shares of Common
Stock  underlying the Preferred Stock and Warrants have been and are now covered
by  such  agreement;

          (j)     an  amendment  to  the  Participation  Rights  Agreement, duly
executed  and  delivered  by  the Company and the Company's stockholders parties
thereto,  indicating  that  the  shares of Common Stock underlying the Preferred
Stock  and  Warrants  have  been  are  now  covered  by  such  agreement;

          (k)     copies  of  a  pro  forma  consolidated  balance sheet for the
Transaction  Parties  as  at  the  Closing  Date,  reflecting  the restructuring
contemplated  hereby  (including  issuance  of  the  Notes  hereunder  and  the
conversion  of  the  junior  participation  to  Series H Stock), certified by an
authorized  financial  officer  of  the  Company  and  good-faith  management
projections  and  pro forma financial statements for the Transaction Parties for
the  fiscal  year  2001;

          (l)     a  Subordinated  Guaranty  Agreement,  duly  executed and
delivered  by  each  Domestic  Subsidiary  of  the  Company;

          (m)     such  other  documents,  agreements  or information as you may
reasonably  request.


                                        7

     4.2 REPRESENTATIONS AND WARRANTIES; NO DEFAULT; NO MATERIAL ADVERSE CHANGE.
The  representations  and  warranties  of  the  Company  and  each  of the other
Transaction Parties contained in this Restructuring Agreement and the other Note
Documents  shall  be  true  in  all  material  respects on and as of the Date of
Closing,  except  to  the  extent  of  changes caused by the transactions herein
contemplated;  there  shall  exist on the Date of Closing no Event of Default or
Default;  there  shall  exist  or  have  occurred no condition, event or act not
otherwise  disclosed  to you prior to the date hereof in writing which has had a
Material  Adverse  Effect  and  the  Company  and  each of the other Transaction
Parties  shall have delivered to you an Officer's Certificate, dated the Date of
Closing,  to  both  such  effects.

     4.3  PURCHASE  PERMITTED  BY  APPLICABLE  LAWS. The transfer of the Company
Closing  Deliveries  to  you  and  the  release  by  you of the Company from the
Preexisting  Obligations  on  the terms and conditions herein provided shall not
violate  any  applicable  law  or  governmental  regulation  (including, without
limitation, Section 5 of the Securities Act or Regulation U or X of the Board of
Governors  of  the Federal Reserve System) and shall not subject you to any tax,
penalty,  liability  or  other  onerous  condition  under  or  pursuant  to  any
applicable  law  or  governmental  regulation,  and you shall have received such
certificates  or  other  evidence  as  you  may  reasonably request to establish
compliance  with  this  condition.

     4.4  PROCEEDINGS.  All corporate and other proceedings taken or to be taken
in  connection  with  the  transactions  contemplated  hereby  and all documents
incident  thereto shall be reasonably satisfactory in substance and form to you,
and you shall have received all such counterpart originals or certified or other
copies  of  such  documents  as  you  may  reasonably  request.

     4.5 RELATED PROCEEDINGS. All corporate and other proceedings taken or to be
taken  in  connection  with the execution and delivery of, and performance under
the  Restructuring  Agreement,  and  all  documents  incident  thereto, shall be
reasonably  satisfactory  in  substance  and  form  to  you,  and you shall have
received  all  such  counterpart  originals or certified or other copies of such
documents  as  you  may  reasonably  request.

     4.6  COMPANY  CLOSING  DELIVERABLES.  You  shall  have received the Closing
Payment, the Credit Facility Payment, if accrued, the Notes, the Preferred Stock
and  the  Warrants  issued  pursuant  to  this  Restructuring  Agreement.

     4.7  PRIVATE PLACEMENT NUMBER. Private Placement numbers issued by Standard
& Poor's  CUSIP  Service  Bureau  (in cooperation with the Securities Valuation
Office  of  the National Association of Insurance Commissioners) shall have been
obtained  for  the  Notes,  the  Preferred  Stock  and  the  Warrants.

     4.8  FEES.  Without  limiting  the provisions of Section 12.2, your special
counsel  shall  have  received its reasonable fees, charges and disbursements to
the  extent  reflected  in  a  statement of such special counsel rendered to the
Company  at  least  one  Business  Day  prior  to  the  Closing.


                                        8

5.     PREPAYMENTS.  The  Notes shall be subject to prepayment only with respect
to  the  prepayments  specified  in  Sections  3.3,  5.1  and  5.2.

     5.1     OPTIONAL  PREPAYMENT OF NOTES.  Following redemption in full of all
outstanding  Series E Stock and Series F Stock pursuant to the terms thereof the
Company  may,  at  its option, upon notice as provided in Section 5.4, prepay at
any  time  all or any part of the Notes, in an aggregate principal amount of not
less  than  $500,000 or integral multiples of $100,000 in excess thereof (or, if
less,  the remaining aggregate principal amount of the Notes outstanding at such
time),  plus accrued and unpaid interest thereon to the date of such prepayment,
provided  that  if  such  prepayments  are  made  from  the Closing Date through
--------
December 31, 2001, such prepayment of the Notes in full (but not in part) may be
made  for  a  prepayment  price  of  83.33% of par value plus accrued and unpaid
interest,  and  provided,  further, that thereafter prepayments pursuant to this
                --------   -------
Section  5.1  shall  be made at a prepayment price of par value plus accrued and
unpaid  interest.

     5.2  PARTIAL  PAYMENTS  PRO  RATA. Upon any permitted partial prepayment of
Notes  pursuant  to  Section  5.1,  the  principal  amount  so  prepaid shall be
allocated  to  all  Notes at the time outstanding (including, for the purpose of
this  Section 5.2 only, all such Notes prepaid or otherwise retired or purchased
or  otherwise  acquired  by the Company or any of its Subsidiaries or Affiliates
other  than  by  prepayment  pursuant  to  Section  5.1)  in  proportion  to the
respective  outstanding  principal  amounts  thereof.

     5.3 RETIREMENT OF NOTES. The Company shall not, and shall not permit any of
its  Subsidiaries  or  Affiliates  to, prepay or otherwise retire in whole or in
part  prior to their stated final maturity (other than by prepayment pursuant to
Section  5.1  or  upon  acceleration  of such final maturity pursuant to Section
8.1),  or  purchase  or otherwise acquire, directly or indirectly, Notes held by
any holder unless the Company or such Subsidiary or Affiliate shall have offered
to  prepay or otherwise retire or purchase or otherwise acquire, as the case may
be,  the same proportion of the aggregate principal amount of Notes held by each
other  holder  of  Notes  at  the  time  outstanding  upon  the  same  terms and
conditions.  Any Notes so prepaid or otherwise retired or purchased or otherwise
acquired  by  the  Company or any of its Subsidiaries or Affiliates shall not be
deemed  to  be  outstanding  for any purpose under this Restructuring Agreement.

     5.4  NOTICE  OF  PREPAYMENTS.  The  Company  will give each holder of Notes
written  notice  of  each  required or optional prepayment under Section 5.1 not
less  than 15 days prior to the date fixed for such prepayment. Each such notice
shall specify the date fixed for such redemption, the aggregate principal amount
of  the  Notes  to  be  prepaid on such date, and the interest to be paid on the
prepayment  date  with  respect to such principal amount being prepaid and shall
state  that  such  prepayment  is  to  be  made  pursuant  to  Section  5.1.

6.   AFFIRMATIVE  COVENANTS.

     6.1  AFFIRMATIVE  COVENANTS.


                                        9

     So long as any Note shall remain unpaid (or, if no Note shall remain unpaid
but  either  (a) any Series E Stock shall remain outstanding or (b) any Series F
Stock, Series G Stock or Warrants shall be held by you or your affiliate: (i) if
at the time in question the Common Stock is listed or admitted to trading on any
national  securities exchange or is traded in the over-the-counter market and is
subject  to bid and asked prices with respect thereto being quoted in the Nasdaq
National  Market,  then  only  with  respect to the covenants of the Company set
forth  in  Sections  6.2(i),  (ii), (iii) and (x) and 6.3, or (ii) if the Common
Stock  is  not  so  listed, admitted to trading or subject to such bid and asked
prices  being  so quoted, then only with respect to the covenants of the Company
set  forth  in  Sections  6.2,  6.3  and  6.4)  the  Company  covenants  that:

     6.2     FINANCIAL  STATEMENTS.  The  Company will deliver to each holder in
duplicate  and  without  cost  to  you:

          (i)  as  soon as practicable and in any event within 45 days after the
     end of each quarterly period (other than the last quarterly period) in each
     fiscal  year,  consolidated  statements of income, stockholders' equity and
     cash  flows  of  the  Company  and its Subsidiaries for the period from the
     beginning  of  the current fiscal year to the end of such quarterly period,
     and  a consolidated balance sheet of the Company and its Subsidiaries as at
     the end of such quarterly period, setting forth in each case in comparative
     form figures for the corresponding period in the preceding fiscal year, all
     in  reasonable  detail  and reasonably satisfactory in form to the Required
     Holder(s)  and certified by an authorized financial officer of the Company,
     subject  to  changes  resulting  from  year-end  adjustment; provided, that
                                                                  --------
     delivery  pursuant  to clause (iii) below of copies of the Quarterly Report
     on  Form  l0-Q  or  10-QSB,  as  the  case  may be, of the Company for such
     quarterly period filed with the Securities and Exchange Commission shall be
     deemed  to  satisfy  the  requirements  of  this  clause  (i);

          (ii)  as soon as practicable and in any event within 90 days after the
     end  of  each fiscal year, consolidated statements of income and cash flows
     and a consolidated statement of stockholders' equity of the Company and its
     Subsidiaries for such year, and a consolidated balance sheet of the Company
     and its Subsidiaries as at the end of such year, setting forth in each case
     in  comparative  form corresponding consolidated figures from the preceding
     annual  audit, all in reasonable detail and reasonably satisfactory in form
     to the Required Holder(s) and reported on by independent public accountants
     of  recognized national standing selected by the Company whose report shall
     be  without  limitation  as  to  the  scope  of  the  audit  and reasonably
     satisfactory  in  substance  to  the  Required  Holder(s);  provided,  that
                                                                 --------
     delivery  pursuant  to clause (iii) below of copies of the Annual Report on
     Form  10-K  or  l0-KSB,  as the case may be, of the Company for such fiscal
     year  filed  with the Securities and Exchange Commission shall be deemed to
     satisfy  the  requirements of this clause (ii) with respect to consolidated
     financial  statements  if  such  financial  statements are included in such
     report;


                                       10

          (iii) promptly upon transmission thereof, copies of all such financial
     statements,  proxy  statements, notices and reports as it shall send to its
     public  stockholders  and  copies  of  all registration statements (without
     exhibits)  and  all reports which it files with the Securities and Exchange
     Commission  (or any governmental body or agency succeeding to the functions
     of  the  Securities  and  Exchange  Commission);

          (iv)  promptly  upon  receipt  thereof,  a  copy  of each other report
     submitted  to  the  Company or any Subsidiary by independent accountants in
     connection  with  any  annual, interim or special audit made by them of the
     books  of  the  Company  or  any  Subsidiary;

          (v)  as soon as practicable and in any event within five Business Days
     after  obtaining  Knowledge  (a)  of  any  condition or event which, in the
     opinion of management of the Company, would have a Material Adverse Effect,
     (b)  that  any  Person  has  given  any notice to the Company or any of its
     Subsidiaries or taken any other action with respect to a claimed default or
     event  or condition of the type referred to in clause (iii) of Section 8.1,
     (c)  of  the  institution  of  any  litigation involving claims against the
     Company  or  any of its Subsidiaries equal to or greater than $100,000 with
     respect  to  any  single cause of action or of any adverse determination in
     any  court  proceeding in any litigation involving a potential liability to
     the  Company  or  any of its Subsidiaries equal to or greater than $500,000
     with respect to any single cause of action which makes the likelihood of an
     adverse  determination  in  such  litigation  against  the  Company or such
     Subsidiary  substantially more probable or (d) of any regulatory proceeding
     which  may  have  a  Material  Adverse  Effect,  an  Officer's  Certificate
     specifying  the  nature  and  period  of existence of any such condition or
     event,  or  specifying  the notice given or action taken by such Person and
     the  nature  of any such claimed default, event or condition, or specifying
     the  details  of such proceeding, litigation or dispute and what action the
     Company or any of its Subsidiaries has taken, is taking or proposes to take
     with  respect  thereto;

          (vi) (a) within five Business Days after receipt, a copy of any notice
     of complete or partial withdrawal liability under Title IV of ERISA and any
     notice  from  the PBGC under Title IV of ERISA of an intent to terminate or
     appoint a trustee to administer any Plan, (b) if requested by any holder of
     the  Notes,  promptly  after  the  filing  thereof  with  the United States
     Secretary  of  Labor or the PBGC or the Internal Revenue Service, copies of
     each annual and other report with respect to each Plan or any trust created
     thereunder,  (c)  immediately  upon becoming aware of the occurrence of any
     "reportable  event,"  as such term is defined in Section 4043 of ERISA, for
     which  the disclosure requirements of Regulation Section 2615.3 promulgated
     by  the  PBGC  have not been waived, or of any "prohibited transaction," as
     such  term  is  defined in Section 4975 of the Code, in connection with any
     Plan  or  any  trust  created  thereunder,  a  written  notice signed by an
     authorized  officer  of  the  Company  or  the  applicable  member  of  the
     Controlled  Group specifying the nature thereof, what action the Company or


                                       11

     the applicable member of the Controlled Group is taking or proposes to take
     with  respect  thereto,  and, when known, any action taken by the PBGC, the
     Internal  Revenue  Service or the Department of Labor with respect thereto,
     (d)  promptly  after  the filing or receiving thereof by the Company or any
     member  of  the  Controlled  Group  of any notice of the institution of any
     proceedings  or  other  actions  which may result in the termination of any
     Plan, and (e) each request for waiver of the funding standards or extension
     of  the  amortization  periods required by Sections 303 and 304 of ERISA or
     Section  412  of  the  Code  promptly after the request is submitted by the
     Company  or  any  member  of  the  Controlled Group to the Secretary of the
     Treasury,  the  Department of Labor or the Internal Revenue Service, as the
     case  may  be;

          (vii)  promptly upon delivery thereof to any bank or commercial lender
     providing  a  credit  facility  to the Company, copies of all such notices,
     reports and other materials which the Company or any Subsidiary is required
     under  such  credit  facility  to  deliver  to  such  lender;

          (viii)  promptly  upon completion thereof on an annual basis within 60
     days  following  each  fiscal year end, a copy of each operating budget and
     projection  of  financial performance prepared by or for the Company or any
     of  its  Subsidiaries;

          (ix)  within 10 days after the removal or resignation of, or the death
     or  disability  of  any  Executive  Officer  or  Responsible Officer of the
     Company  or  any of its Subsidiaries, written notice thereof, together with
     information  in  reasonable  detail  with  respect  thereto;  and

          (x)  with reasonable promptness, such other information respecting the
     condition  or  operations, financial or otherwise, of the Company or any of
     its  Subsidiaries  as  such  holder  may  reasonably  request.


Together  with each delivery of financial statements required by clauses (i) and
(ii)  above,  the  Company  will deliver to each Significant Holder an Officer's
Certificate  in  the  form  of  Exhibit  H  attached  hereto demonstrating (with
computations  in  reasonable  detail)  compliance  by  the  Company  and  its
Subsidiaries  with  the provisions of Sections 7.1, 7.3(a)(v), 7.3(b), 7.3(c)and
7.3(e)  and stating that there exists no Event of Default or Default, or, if any
Event  of  Default  or  Default  exists,  specifying  the  nature  and period of
existence  thereof  and  what  action  the Company proposes to take with respect
thereto.  Together with each delivery of financial statements required by clause
(ii) above, the Company will deliver to each Significant Holder a certificate of
such accountants stating that, in making the audit necessary for their report on
such  financial  statements,  they  have  obtained  no knowledge of any Event of
Default  or Default, or, if they have obtained knowledge of any Event of Default
or  Default,  specifying  the  nature  and  period  of  existence thereof.  Such
accountants,  however,  shall not be liable to anyone by reason of their failure
to  obtain  knowledge  of  any  Event  of  Default or Default which would not be
disclosed  in  the  course  of  an  audit conducted in accordance with generally
accepted  auditing  standards.


                                       12

     The Company also covenants that immediately after obtaining Knowledge of an
Event  of  Default  or  Default,  it  will deliver to each Significant Holder an
Officer's  Certificate specifying the nature and period of existence thereof and
what  action  the  Company  proposes  to  take  with  respect  thereto.

     6.3  INFORMATION  REQUIRED BY RULE 144A. The Company will, upon the request
of  the  holder  of  any  Security,  provide  such  holder,  and  any  qualified
institutional  buyer  designated  by  such  holder,  such  financial  and  other
information  as  such holder may reasonably determine to be reasonably necessary
in  order  to  permit  compliance with the information requirements of Rule 144A
under  the  Securities  Act  in connection with the resale of Notes or Warrants,
except  at such times as the Company is subject to the reporting requirements of
Section  13  or  15(d) of the Exchange Act. For the purpose of this Section 6.3,
the  term  "qualified  institutional  buyer" shall have the meaning specified in
Rule  144A  under  the  Securities  Act.


     6.4  INSPECTION  OF PROPERTY. The Company will permit any Person designated
by  any  Significant  Holder  in  writing,  at  the Company's expense during the
continuance  of  a Default or Event of Default and otherwise at such Significant
Holder's  sole cost and expense, to visit and inspect, on behalf of such holder,
any  of  the  properties  of  the  Company  and its Subsidiaries, to examine the
corporate  books  and  financial records of the Company and its Subsidiaries and
make  copies  thereof or extracts therefrom and to discuss the affairs, finances
and  accounts  of  any  of  such corporations with the principal officers of the
Company and its independent public accountants, all at such reasonable times and
as  often as such holder may reasonably request; provided, that such Significant
                                                 --------
Holder  and  such  other  Person  shall  have  agreed  to  comply  with  the
confidentiality  provisions  set  forth  in  Section  12.8.

     6.5  COVENANT  TO  SECURE  NOTES  EQUALLY.  The  Company will, if it or any
Subsidiary  shall  grant  or assume any Lien upon any of its property or assets,
whether  now  owned  or  hereafter  acquired,  other than Liens permitted by the
provisions  of  Section  7.3(a) (unless prior written consent to the creation or
assumption  thereof  shall have been obtained pursuant to Section 12.3), make or
cause to be made effective a provision whereby the Notes will be secured by such
Lien  equally and ratably with any and all other Indebtedness thereby secured so
long  as  any  such  other  Indebtedness  shall  be  so secured pursuant to such
agreements  and  instruments as shall be approved by the Required Holder(s), and
the  Company will cause to be delivered to the holder of each Note an opinion of
independent  counsel  to  the  effect  that  such agreements and instruments are
enforceable  in  accordance  with their terms and that the Notes are equally and
ratably  secured  with  such  other  Indebtedness.

     6.6  TAXES,  EXISTENCE, REGULATIONS, PROPERTY, ETC. The Company will at all
times, except where failure or noncompliance could not reasonably be expected to
have  a  Material  Adverse  Effect  (i)  pay when due all taxes and governmental
charges of every kind upon it or against its income, profits or Property, unless
and only to the extent that the same shall be contested diligently in good faith
and  adequate  reserves  in accordance with GAAP have been established therefor;
(ii)  do  all  things  reasonably  necessary  to  preserve  its  existence,
qualifications,  rights  and  franchises; (iii) comply with all applicable Legal
Requirements (including without limitation Requirements of Environmental Law) in


                                       13

respect  of  the  conduct of its business and the ownership of its Property, and
(iv)  cause  its  Property  to be protected, maintained and kept in good repair,
ordinary wear and tear excepted, and make all replacements and additions to such
Property  as  may  be  reasonably necessary to conduct its business properly and
efficiently.

     6.7  MAINTENANCE  OF  INSURANCE.  The  Company will carry and maintain, and
cause  each  Subsidiary  to  carry and maintain, insurance (subject to customary
deductibles  and  retentions)  in  at  least  such  amounts  and  against  such
liabilities  and  hazards and by such methods as customarily maintained by other
companies  operating  similar  businesses.

     6.8  MAINTENANCE  OF  DIRECTORS'  AND OFFICERS' INSURANCE. The Company will
carry and maintain directors' and officers' liability insurance in at least such
amounts  and  against  such  liabilities  and  hazards  and  by  such methods as
customarily maintained by other companies operating similar businesses which, in
any  event,  shall be in at least such amounts (subject to customary deductibles
and  retentions)  and  against  such  liabilities  and  by  such  methods as are
maintained  by  the  Company  as  of  the  Date  of  Closing.

     6.9  ERISA  COMPLIANCE.  To  the extent required under applicable statutory
funding requirements, the Company will fund, or will cause the applicable member
of the Controlled Group to fund, all current service pension liabilities as they
are  incurred under the provisions of all Plans from time to time in effect, and
comply  with  all  applicable  provisions  of ERISA, in each case, except to the
extent  that  failure  to do the same could not reasonably be expected to have a
Material  Adverse  Effect.  The  Company covenants that it shall and shall cause
each  member of the Controlled Group to (i) make contributions to each Plan in a
timely  manner  and  in  an  amount  sufficient  to comply with the contribution
obligations  under  such  Plan and the minimum funding standards requirements of
ERISA; (ii) prepare and file in a timely manner all notices and reports required
under  the terms of ERISA including but not limited to annual reports; and (iii)
pay  in  a timely manner all required PBGC premiums, in each case, except to the
extent  that  failure  to do the same could not reasonably be expected to have a
Material  Adverse  Effect.

     6.10  SUBSIDIARIES.

          (i)  At  the  cost  and expense of the Company, the Company will cause
     each  subsequently acquired or organized Domestic Subsidiary to execute and
     deliver  a  Subordinated  Guaranty Agreement in favor of the holders of the
     Notes  contemporaneously  with  such  Domestic  Subsidiary  possessing  or
     acquiring  any  tangible  or  intangible  assets  or  properties.

          (ii)  If  and  at  any  time  a Subsidiary shall Guarantee or agree to
     Guarantee  any  term  or  revolving  credit  facility  or  other instrument
     evidencing indebtedness of the Company, then at the cost and expense of the
     Company,  the Company will cause each such Subsidiary, to the extent it has
     not  already  done  so,  to  execute  and  deliver  a Subordinated Guaranty
     Agreement,  in  favor  of  the  holder  of  the  Notes.


                                       14

          6.11  MAINTENANCE  OF  BOOKS  OF  RECORD;  RESERVES. The Company, both
     individually  and on a consolidated basis, will keep proper books of record
     and  account  and  set  aside  appropriate reserves, all in accordance with
     GAAP.


7.     NEGATIVE  COVENANTS.  So long as any Note shall remain unpaid the Company
covenants  that:

     7.1   FINANCIAL  COVENANTS.  The  Company  will  not  permit:

          (a)     TOTAL DEBT TO EBITDA RATIO.  The ratio of Total Debt to EBITDA
for  each  of  the  rolling twelve month periods most recently ended, commencing
with  the  twelve  month  period ended on the earlier of (i) the last day of the
month containing the closing date of the Permitted Acquisition and (ii) December
31,  2001,  to  be  greater  than  the  3.25  to  1.

          (b)     EBITDA  TO  CONSOLIDATED  INTEREST  EXPENSE.  The  ratio  of
EBITDA  to  Consolidated  Interest Expense, for each of the rolling twelve month
periods  most  recently  ended, commencing with the twelve month period ended on
the  earlier of (i) the last day of the month containing the closing date of the
Permitted  Acquisition  and  (ii)  December  31, 2001, to be less than 2.9 to 1.

          (c)     YEAR-TO-DATE  EBITDA  LEVELS.  Permit  EBITDA  from  January
1,  2001  to  the  last  day of each period set forth below, to be less than the
minimum  amount  set  forth  opposite  such  period  below:


           Period                Minimum Amount
           ------                --------------

           March 31, 2001         $  350,000

           June 30, 2001          $1,200,000

           September 30, 2001     $2,500,000


     7.2  LIMITATION  ON  RESTRICTED  PAYMENTS.  The  Company  will not and will
not permit any Subsidiary to directly or indirectly declare, order, pay, make or
set  apart  any  sum  for  any  Restricted  Payment.

     7.3  LIENS,  INDEBTEDNESS, AND OTHER RESTRICTIONS. The Company will not and
will  not  permit  any  Subsidiary  to:


          (a)  LIENS. Create, assume or suffer to exist any Lien upon any of its
properties  or  assets,  whether now owned or hereafter acquired (whether or not
provision  is made for the equal and ratable securing of the Notes in accordance
with  the  provisions  of  Section  6.5),  except:
                                           ------


                                       15

          (i)  Liens on property of the Company and its Subsidiaries outstanding
     on  the  Date  of  Closing described in the letter dated as of December 28,
     2000  from the Company to you (the "Prudential Letter"), including, without
     limitation,  those  securing  the  Senior  Debt;

          (ii)  Liens  to secure debt financing permitted by Section 7.3(b)(ii).

          (iii)  statutory  Liens  incidental  to the conduct of business or the
     ownership  of  properties  of  the  Company and its Subsidiaries (including
     Liens  in connection with worker's compensation, unemployment insurance and
     other  like  laws  (other  than ERISA Liens), warehousemen's and mechanic's
     liens  and  statutory landlord's liens) and Liens to secure the performance
     of bids, tenders or purchase, construction or sales contracts, or to secure
     statutory  obligations,  property  taxes  and  assessments  or governmental
     charges, surety or appeal bonds or other Liens of like general nature which
     in  each  case  are  incurred in the ordinary course of business and not in
     connection with the borrowing of money, the obtaining of advances or credit
     or  the payment of the deferred purchase price of property and which do not
     in  any event materially impair the value or use of the property encumbered
     thereby  in  the  operation  of  the  business  of  the  Company  and  its
     Subsidiaries;  provided  in  each  case, that the obligation secured is not
                    --------
     overdue;

          (iv) any Lien created to secure all or any part of the purchase price,
     or to secure Indebtedness incurred or assumed to pay all or any part of the
     purchase  price,  of  property  acquired by the Company or its Subsidiaries
     after  the Date of Closing, provided, that all of such Liens may not secure
                                 --------
     in  excess  of  an  aggregate  of $8,000,000 of Indebtedness, and provided,
                                                                       ---------
     further,  that  all  such  Indebtedness  is  supported by a contract with a
     -------
     credit-worthy  sovereign,  nationally-owned or major independent integrated
     oil  and gas company that provides for payment in full of such Indebtedness
     as  principal  and  interest thereon is scheduled to be paid, and which the
     Company  demonstrates  to you will allow it to maintain compliance with the
     ratio  tests  of  Section 7.1 hereof, and, provided, further, that all such
                                                -----------------
     Liens  shall  be  confined  solely  to  the  item  or  items of property so
     acquired;  and

          (v)  any Lien incurred in connection with a Permitted Acquisition that
     is  limited  to  the  assets  or  business  unit acquired (and the product,
     proceeds  and  accretions  thereto, including, without limitation, the cash
     and  accounts receivable generated by any such business unit and any assets
     acquired  by  such  business  unit)  securing any Indebtedness permitted by
     Section  7.3(b)(vii).

          (b)  LIMITATION  ON  INDEBTEDNESS.  Create, incur, assume or permit to
exist  any  Indebtedness  other  than:


                                       16

          (i) Indebtedness incurred pursuant to this Restructuring Agreement, as
     evidenced  by  the  Notes, and the subordinated guaranty obligations of the
     Company's  Subsidiaries  with  respect  thereto;

          (ii)  Senior  Debt  owing  pursuant to the New Senior Credit Facility,
     provided that as a condition to the Company's execution and delivery of the
     --------
     New  Senior  Credit Facility, $1,000,000 principal amount outstanding under
     the  Existing  Credit  Facility  shall  be converted to Series H Stock, and
     provided,  further,  that  that  the principal amount of Indebtedness owing
     ------------------
     pursuant  thereto  shall not be in excess of $6,000,000, (which Senior Debt
     may  be incurred whether or not the Company is in compliance with the tests
     pursuant  to  Section  7.1  up  to and through September 30, 2001), and the
     senior  guaranty  obligations  of  the  Company's Subsidiaries with respect
     thereto;

          (iii) trade payables and current Indebtedness (other than for borrowed
     money)  incurred  in,  and  deposits and advances accepted in, the ordinary
     course  of  business;

          (iv)  Indebtedness  of the Company and its Subsidiaries outstanding on
     the  Date  of  Closing  and  described in the Prudential Letter, including,
     without  limitation,  the Senior Debt owing pursuant to the Existing Senior
     Credit  Facility,  but not including any refinancings of such Indebtedness,
     other  than  a  refinancing  of  the  Senior  Debt;

          (v)  Indebtedness  secured  by  the Liens permitted pursuant to clause
     (iv)  of  Section  7.3(a);

          (vi)  Indebtedness  of up to $15,000,000 (or such greater amount as is
     acceptable  to  you  based  on  a  case-by-case  review  by you of contract
     opportunities  that  may  exceed  such maximum) incurred in connection with
     interim  project  financing,  supported  by a contract with a credit-worthy
     sovereign,  nationally-owned  or  major  independent integrated oil and gas
     company,  with  such  Indebtedness  to  be  retired within the term of such
     contract  at  or  prior  to  project  conclusion  with  the  collection  of
     associated  receivables,  for  specific  purpose  large-scale  well control
     events  provided,  that  if  such  Indebtedness is recourse to the Company,
             --------
     it  may  be  incurred  if  the Company demonstrates to you it will maintain
     compliance  with  the  ratio  tests  of  Section  7.1  hereof;  and

          (vii)  Indebtedness  in  connection  with the Permitted Acquisition so
     long  as  after  giving effect thereto no Default or Event of Default shall
     occur  and  be  continuing  and on a pro forma basis the Company is (and is
     projected  to  be)  in  compliance  with  Section  7.1(a)  hereof.


          (c)     LOANS  AND  INVESTMENTS.  Make any loan, advance, extension of
credit  or  capital  contribution  to,  or  make  or have any Investment in, any
Person,  or  make  any  commitment  to  make  any  such  extension  of credit or
Investment,  except  (i)  Permitted  Investments;  (ii)  normal  and  reasonable
advances  in  the ordinary course of business to officers and employees provided


                                       17

that  the  proceeds  of such advances are not used to purchase securities of the
Company;  (iii) accounts receivable and accounts payable arising in the ordinary
course of business; (iv) deposits in money market funds investing exclusively in
Permitted  Investments;  (v)  Investments  disclosed in the financial statements
delivered  pursuant  to  Section  6.2;  (vi) routine advances by any Transaction
Party to another Transaction Party (or any Subsidiary of a Transaction Party) in
the  ordinary  course of business other than Investments, not to exceed $500,000
in the aggregate at any time; and (vii) other Investments not to exceed $500,000
in  the  aggregate  at  any  time.

          (d)     MERGERS,  CONSOLIDATIONS  AND  ACQUISITIONS,  ETC.  In  any
single  transaction  or  series  of  transactions,  directly or indirectly:  (i)
liquidate or dissolve provided that any Subsidiary of the Company may liquidate,
dissolve  or take action to wind-up its operations if (1) the Company determines
such action to be in the best interests of the Company and its Subsidiaries, (2)
liquidating  dividends  are  paid  to the Company, and (3) the Company gives the
holder  of  each  Note  written  notice of such action at least thirty (30) days
prior  to  taking  such  action;  (ii) be a party to any merger or consolidation
unless  and  so  long  as (1) no Default or Event of Default has occurred and is
then  continuing, (2) immediately thereafter and giving effect thereto, no event
will occur and be continuing which constitutes a Default or an Event of Default,
(3) a Transaction Party is the surviving Person (provided, that the Company must
be the surviving Person in a merger or consolidation that involves the Company);
(4) the surviving Person ratifies and assumes each Subordinated Note Document to
which  any  party to such merger was a party, and (5) the holder of each Note is
given  at  least 30 days' prior notice of such merger or consolidation; or (iii)
acquire  any  real  Property or any material personal Property after the Date of
Closing  with  respect  to which the aggregate consideration in the form of cash
and  assumed Indebtedness would exceed $3,000,000; provided the Company may make
Permitted  Acquisitions  so  long  as  after giving effect thereto no Default or
Event  of  Default  shall  occur  and be continuing and on a pro forma basis the
Company  is  (and  is projected to be) in compliance with Section 7.1(a) hereof.

          (e)     LIMITATION  ON  ASSET  DISPOSITIONS.  Except  for  Permitted
Dispositions,  the  Company  shall  not  (i) make or permit to be made any Asset
Disposition  or  series of Asset Dispositions provided, that a sale of equipment
by  the  Company or any of its Subsidiaries shall not be an Asset Disposition if
(x)  at  the  time  of  such sale the Company or such Subsidiary intends in good
faith  to  replace  the  equipment so sold with similar equipment of the same or
greater  Fair  Market Value, (y) within 60 days of such sale the Company or such
Subsidiary actually replaces the equipment so sold with similar equipment of the
same  or  greater  Fair  Market  Value  and (z) such sale comports with the past
business  practices  of  the  Company  or  such  Subsidiary, or (ii) transfer or
otherwise dispose of any equity interest in any of the Company's Subsidiaries or
any  Indebtedness  of  any  of the Company's Subsidiaries or issue or permit any
Subsidiary  of  the  Company  to issue any additional equity interest other than
equity  issued  to  the  Company  as  a  wholly  owned  subsidiary.

          (f)     SALE OR DISCOUNT OF RECEIVABLES.  Sell with recourse, discount
(other  than  to the extent of finance and interest charges included therein) or


                                       18

otherwise  sell  for  less than face value thereof, any of its notes or accounts
receivable,  except  notes  or  accounts  receivable  the collection of which is
doubtful  in  accordance  with  GAAP.

          (g)     TRANSACTIONS  WITH  AFFILIATES.  Directly  or  indirectly,
purchase,  acquire  or  lease  any property from, or sell, transfer or lease any
property  to,  or  otherwise  deal  with,  in the ordinary course of business or
otherwise  (i) any Affiliate, (ii) any Person owning, beneficially or of record,
directly  or  indirectly, either individually or together with all other Persons
to  whom  such  Person  is  related by blood, adoption or marriage, stock of the
Company  (of  any  class  having  ordinary  voting  power  for  the  election of
directors)  aggregating  5%  or  more  of  such voting power or (iii) any Person
related  by blood, adoption or marriage to any Person described or coming within
the  provisions  of  clause  (i)  or  (ii) of this Section 7.3(g), except in the
ordinary  course and pursuant to the reasonable requirements of the Company's or
such  Subsidiary's business and upon fair and reasonable terms no less favorable
to  the  Company  or  such  Subsidiary  than would be obtainable in a comparable
arm's-length  transaction  with  a  Person  not  an  Affiliate.

           (h)     MANAGEMENT  COMPENSATION  RESTRICTION.  Pay  or  incur  any
liability  for  Executive  Compensation  in  excess of what is then customary of
companies of similar type, size and profitability engaged in the same or similar
business  as  the  Company.

     7.4  NATURE  OF  BUSINESS.  Except for Permitted Acquisitions and Permitted
Dispositions,  the Company will not and will not permit any Subsidiary to change
the  nature  of  its  business or enter into any business which is substantially
dissimilar  from  the  businesses  in which it is presently engaged or presently
proposes  to engage as described in public filings of the Company as of the date
hereof.

     7.5  OTHER  AGREEMENTS. The Company will not and will not permit any of its
Subsidiaries  to  enter  into  or  permit to exist any agreement (i) which would
cause  a  Default  or  Event  of  Default  hereunder  or (ii) which contains any
provision  which  would  be  violated  or  breached  by  the  performance of the
obligations  of  the  Company and its Subsidiaries hereunder or under any of the
other  Note  Documents.

     7.6 LIMITATION ON CERTAIN RESTRICTIVE AGREEMENTS. Except in connection with
Indebtedness  permitted  under  Sections  7.3(b)(ii),  (iv),  (v)  and (vi), the
Company  will not, and will not permit any of its Subsidiaries to, enter into or
suffer to exist any contractual obligation, other than the Note Documents, which
in  any  way  restricts the ability of the Company or any of its Subsidiaries to
(i)  create, incur, assume or suffer to exist any Lien upon any of its property,
assets or revenues, (ii) make any prepayments or purchases of the Notes required
under  this  Restructuring Agreement, (iii) make any dividends or distributions,
or  any  payments  required under this Restructuring Agreement or any other Note
Document  or  (iv) transfer any of its property or assets (whether as a dividend
or  otherwise)  to  the  Company  or  a  Wholly Owned Subsidiary of the Company.

     7.7  PROHIBITION AGAINST LAYERING. The Company will not and will not permit
any Subsidiary to incur, create, issue, assume, guarantee or in any other manner
become  directly  or  indirectly  liable  with respect to or responsible for, or


                                       19

permit to remain outstanding, any Indebtedness that is contractually subordinate
or  junior  in  right  of payment to any Senior Debt or any Guarantee in respect
thereof  and  senior  to  the  Notes  or  any  Guaranty  Agreement.

     7.8  LIMITATION ON SUBSIDIARIES ACTIVITIES. (i) The Company will not permit
any  Subsidiary  to  issue  any  Voting Stock of such Subsidiary or other equity
interest  in such Subsidiary except to the Company or a Wholly Owned Subsidiary,
(ii) the Company will not and will not permit any Subsidiary to sell or transfer
any Indebtedness or Voting Stock of another Subsidiary or other equity interests
in  such other Subsidiary except to the Company or a Wholly Owned Subsidiary and
(iii) the Company will not and will not permit any Subsidiary to form, create or
acquire  any  Subsidiary,  except  that  the  Company  may (subject to the other
provisions  of  this  Restructuring  Agreement) form, create or acquire a Wholly
Owned  Subsidiary  so  long  as  (a)  immediately  thereafter  and giving effect
thereto,  no event will occur and be continuing which constitutes a Default; (b)
such Subsidiary (and, where applicable, the Company) shall execute and deliver a
Guaranty  Agreement  and  (c)  the holder of each Note is given reasonable prior
notice of such formation, creation or acquisition, unless such Subsidiary has no
tangible  or  intangible  assets or properties, in which case the holder of each
Note  shall  be  given  reasonable  prior  notice  of  the  date upon which such
Subsidiary  is  expected  to first possess or acquire any tangible or intangible
assets  or  properties.


8.     EVENTS  OF  DEFAULT.

     8.1     ACCELERATION.  If  any  of  the following events shall occur and be
continuing  for  any  reason  whatsoever  (and  whether such occurrence shall be
voluntary  or  involuntary  or  come about or be effected by operation of law or
otherwise):

          (i)  the Company defaults in the payment of any principal of any Note,
     when the same shall become due, either by the terms thereof or otherwise as
     herein  provided;  or

          (ii)  the  Company defaults in the payment of any interest on any Note
     and  such  default is continuing for more than five Business Days after the
     date  due;  or

          (iii)  the  Company or any Subsidiary (a) defaults (whether as primary
     obligor  or as guarantor or other surety) in any payment of principal of or
     interest  on  any  other  obligation for money borrowed (or any Capitalized
     Lease  Obligation,  any  obligation under a conditional sale or other title
     retention  agreement,  any  obligation issued or assumed as full or partial
     payment for property whether or not secured by a purchase money mortgage or
     any  obligation  under  notes  payable  or  drafts  accepted  representing
     extensions of credit) in an aggregate amount in excess of $1,000,000 beyond
     any  period  of grace provided with respect thereto or (b) fails to perform
     or  observe  any  other  agreement,  term  or  condition  contained  in any
     agreement under which any such obligation is created (or if any other event
     thereunder  or  under any such agreement shall occur and be continuing) and
     the  effect of such failure or other event is to cause or permit the holder
     of  obligation to cause such obligation to become due (or to be repurchased
     by  the  Company  or  any  Subsidiary)  prior  to  any  stated maturity; or


                                       20

          (iv)  any representation or warranty made by the Company or any of its
     Subsidiaries  herein  or  in  any  of  the  other Note Documents, or by the
     Company  or any of its officers in any writing furnished in connection with
     or  pursuant to this Restructuring Agreement shall be false in any material
     respect  on  the  date  as  of  which  made;  or

          (v)  the  Company  fails  to  perform or observe any term, covenant or
     agreement contained in Section 7 (other than Section 7.1 which is addressed
     in  Section  8.1(xviii)  below);  or

          (vi)  the  Company  or  any Subsidiary fails to perform or observe any
     other agreement, covenant, term or condition contained herein, or in any of
     the other Note Documents and such failure continues unremedied for a period
     of  30  days after (a) written notice thereof is given by the holder of any
     Note  to the Company or (b) the Company otherwise obtains Knowledge of such
     default,  whichever  is  earlier;  or

          (vii)  the  Company  or  any  Subsidiary  makes  an assignment for the
     benefit  of  creditors  or  is generally not paying its debts as such debts
     become  due;  or

          (viii) any decree or order for relief in respect of the Company or any
     Subsidiary  is  entered  under  any bankruptcy, reorganization, compromise,
     arrangement,  insolvency,  readjustment of debt, dissolution or liquidation
     or  similar law, whether now or hereafter in effect (the "BANKRUPTCY LAW"),
     of  any  jurisdiction;  or

          (ix)  the  Company  or  any  Subsidiary  petitions  or  applies to any
     Tribunal  for, or consents to, the appointment of, or taking possession by,
     a  trustee,  receiver,  custodian,  liquidator  or  similar official of the
     Company  or any Subsidiary, or of any substantial part of the assets of the
     Company  or  any  Subsidiary,  or  commences  a  voluntary  case  under the
     Bankruptcy  Law  of  the  United  States  or  any  proceedings  (other than
     proceedings  for the voluntary liquidation and dissolution of a Subsidiary)
     relating  to  the Company or any Subsidiary under the Bankruptcy Law of any
     other  jurisdiction;  or

          (x) any such petition or application is filed, or any such proceedings
     are  commenced,  against  the  Company or any Subsidiary and the Company or
     such  Subsidiary by any act indicates its approval thereof, consent thereto
     or  acquiescence  therein,  or  an  order,  judgment  or  decree is entered
     appointing  any  such  trustee,  receiver, custodian, liquidator or similar
     official,  or  approving  the  petition  in  any such proceedings, and such
     order,  judgment  or decree remains unstayed and in effect for more than 60
     days;  or


                                       21

          (xi)  any  order,  judgment  or  decree  is entered in any proceedings
     against  the  Company  decreeing  the  dissolution  of the Company and such
     order,  judgment  or decree remains unstayed and in effect for more than 30
     days;  or

          (xii)  any  order,  judgment  or  decree is entered in any proceedings
     against  the  Company or any Subsidiary decreeing a split-up of the Company
     or  such  Subsidiary  which requires the divestiture of assets representing
     10%  or  more  of  the  consolidated  net  worth  of  the  Company  and the
     Subsidiaries on a consolidated basis, or the divestiture of assets or stock
     of  a  Significant  Subsidiary,  and such order, judgment or decree remains
     unstayed  and  in  effect  for  more  than  30  days;  or

          (xiii)  any judgment or order, or series of judgments or orders, in an
     amount  in  excess  of  $500,000  (excluding  any  such  judgment  or order
     described  in the Prudential Letter, is rendered against the Company or any
     Subsidiary  and  either  (i) enforcement proceedings have been commenced by
     any creditor upon such judgment or order or (ii) within 60 days after entry
     thereof,  such  judgment  is  not  discharged  or  execution thereof stayed
     pending  appeal,  or  within 60 days after the expiration of any such stay,
     such  judgment  is  not  discharged;  or

          (xiv) any Termination Event with respect to a Plan shall have occurred
     and,  within  30  days  after  the occurrence thereof, (a) such Termination
     Event  (if  correctable)  shall  not  have  been corrected and (b) the then
     present value of such Plan's vested benefits exceeds the then current value
     of  assets  accumulated  in such Plan by more than the amount of $1,000,000
     (or  in  the  case  of  a  Termination  Event involving the withdrawal of a
     "substantial  employer"  (as  defined  in Section 4001(a)(2) of ERISA), the
     withdrawing employer's proportionate share of such excess shall exceed such
     amount);  or

          (xv)  the  Company  or any of its ERISA Affiliates as employer under a
     Multiemployer  Plan  shall  have made a complete or partial withdrawal from
     such  Multiemployer  Plan  and  the plan sponsor of such Multiemployer Plan
     shall  have  notified  such  withdrawing  employer  that  such employer has
     incurred  a  withdrawal  liability  in  an  aggregate  amount  exceeding
     $1,000,000;  or

          (xvi)  the  Subordinated Guaranty Agreement shall for any reason cease
     to  be  valid  and  binding on the applicable guarantor or any party to the
     Guaranty  Agreement  states  to  any holder of a Note or asserts in writing
     that  the Guaranty Agreement is not valid and binding on such guarantor; or

          (xvii)  a  Change  in  Control  shall  occur;  or

          (xviii) the Company fails to perform or observe any covenant contained
     in  Section  7.1  and such default is not waived or "deemed cured" within a
     reasonable  period  of time which shall, for purposes of this Agreement, be
     30  days  (for  purposes  of  this Section 8.1(xviii) only, a default under
     Sections  7.1(a)  and  7.1(b)  will be "deemed cured" if the Company raises
     funds(other than by incurring Indebtedness) and applies 50% of the proceeds
     thereof to prepay Senior Debt and 50% of the proceeds thereof to repurchase


                                       22

     Series  E  Stock  and  if, for purposes of compliance with the covenants of
     Section  7.1(a)  and 7.1(b), Total Debt were reduced by the amounts used in
     such  prepayment  of  Senior  Debt  and  repurchase  of Series E Stock, the
     Company  would  have  been  in  compliance  on  date  of  such  default).


then (a) if such event is an Event of Default specified in clause (i) or (ii) of
this  Section  8.1, the holder of any Note (other than the Company or any of its
Subsidiaries  or  Affiliates)  may  at  its  option, by notice in writing to the
Company,  declare  such Note to be, and such Note shall thereupon be and become,
immediately  due  and  payable  at  par  together with interest accrued thereon,
without  presentment,  demand, protest or other notice of any kind, all of which
are  hereby  waived  by  the  Company,  (b) if such event is an Event of Default
specified in clause (viii), (ix) or (x) of this Section 8.1, all of the Notes at
the  time  outstanding  shall  automatically  become immediately due and payable
together  with  interest  accrued  thereon,  with  respect to each Note, without
presentment,  demand,  protest  or  notice  of any kind, all of which are hereby
waived  by  the  Company,  and  (c)  if  such  event  is not an Event of Default
specified  in  clause  (viii),  (ix)  or  (x)  of this Section 8.1, the Required
Holder(s)  may  at  its  or  their  option, by notice in writing to the Company,
declare  all  of  the  Notes  to be, and all of the Notes shall thereupon be and
become, immediately due and payable together with interest accrued thereon, with
respect  to  each  Note, without presentment, demand, protest or other notice of
any  kind,  all  of  which  are  hereby  waived  by  the  Company.

     8.2     RESCISSION  OF  ACCELERATION.  At  any time after any or all of the
Notes  shall  have been declared immediately due and payable pursuant to Section
8.1,  the  Required  Holder(s) may, by notice in writing to the Company, rescind
and  annul  such  declaration and its consequences if (i) the Company shall have
paid  all  overdue  interest  on the Notes, the principal of the Notes which has
become  due  otherwise  than by reason of such declaration, and interest on such
overdue  interest and overdue principal at the rate specified in the Notes, (ii)
the  Company  shall  not  have  paid any amounts which have become due solely by
reason of such declaration, (iii) all Events of Default and Defaults, other than
non-payment  of  amounts  which  have  become  due  solely  by  reason  of  such
declaration,  shall have been cured or waived pursuant to Section 12.3, and (iv)
no judgment or decree shall have been entered for the payment of any amounts due
pursuant  to  the  Notes or this Restructuring Agreement.  No such rescission or
annulment  shall  extend to or affect any subsequent Event of Default or Default
or  impair  any  right  arising  therefrom.

     8.3  NOTICE  OF  ACCELERATION  OR  RESCISSION.  Whenever  any Note shall be
declared  immediately  due  and  payable  pursuant  to  Section  8.1 or any such
declaration shall be rescinded and annulled pursuant to Section 8.2, the Company
shall  forthwith  give  written notice thereof to the holder of each Note at the
time  outstanding.

     8.4  OTHER  REMEDIES. If any Event of Default or Default shall occur and be
continuing, the holder of any Note may proceed to protect and enforce its rights
under  this  Restructuring  Agreement, such Note and the other Note Documents by
exercising  such  remedies  as  are  available to such holder in respect thereof
under  applicable  law,  either  by suit in equity or by action at law, or both,
whether for specific performance of any covenant or other agreement contained in


                                       23

this  Restructuring  Agreement  or  the  other  Note  Documents or in aid of the
exercise  of any power granted in this Restructuring Agreement or the other Note
Documents. No remedy conferred in this Restructuring Agreement or the other Note
Documents  upon  the holder of any Note is intended to be exclusive of any other
remedy,  and  each  and  every  such  remedy shall be cumulative and shall be in
addition  to every other remedy conferred herein or now or hereafter existing at
law  or  in  equity  or  by  statute  or  otherwise.

9.     REPRESENTATIONS,  COVENANTS  AND  WARRANTIES.  The  Company  represents,
covenants  and  warrants  as  follows:

     9.1     ORGANIZATION AND QUALIFICATION.  Each of the Transaction Parties is
a  corporation  duly  organized  and validly existing in good standing under the
laws of its state of incorporation, and is duly licensed and in good standing as
a  foreign  corporation in each jurisdiction in which the nature of the business
transacted  or  the  property  owned  is  such  as  to  require  licensing  or
qualification  as  a foreign corporation.  The Company has no Subsidiaries other
than  the  Subsidiaries  listed on Schedule 9.1, each of which is a Wholly Owned
                                   ------------
Subsidiary  of  the  Company.  The  execution,  delivery  and performance by the
Company of the Notes, the Warrants, this Restructuring Agreement, the other Note
Documents to which it is a party, and the execution, delivery and performance by
each  of  the  other  Transaction Parties of the Note Documents to which it is a
party,  are  within  the Company's and the other Transaction Parties' respective
corporate  powers  and  have  been  duly  authorized  by all necessary corporate
action.  None  of the transactions contemplated by this Restructuring Agreement,
including  the  issuance  by  the  Company  of  the  Notes, the Warrants, or the
Preferred  Stock,  or  the  exercise  of  such  Warrants  and conversion of such
Preferred  Stock,  requires approval of the stockholders of the Company pursuant
to  the  General  Corporation  Law  of  the  State of Delaware nor the rules and
regulations  of  the  American  Stock  Exchange  or  any  other  national  or
international  stock exchange, quotation system or over-the-counter market where
the  Company's  Common  Stock is currently traded or where it potentially may be
traded  in  the  foreseeable  future.

     9.2  FINANCIAL STATEMENTS. The Company has furnished you with the following
financial  statements,  identified  by  a  principal  financial  officer  of the
Company:  (i) consolidated balance sheets of the Company and its Subsidiaries as
at  December  31,  1999,  and  consolidated  statements of income, stockholders'
equity  and  cash  flows of the Company and its Subsidiaries for the fiscal year
ended  on  each date and (ii) consolidated balance sheets of the Company and its
Subsidiaries  as  of  September 30, 2000, and consolidated statements of income,
stockholders'  equity  and  cash  flows  for the nine months ended September 30,
2000, prepared by the Company.  Such financial statements (including any related
schedules  and/or notes) are true and correct in all material respects (subject,
as  to  interim  statements,  to  changes  resulting  from  audits  and year-end
adjustments),  have  been prepared in accordance with GAAP consistently followed
throughout the periods involved and show all liabilities, direct and contingent,
of the Company and its Subsidiaries required to be shown in accordance with such
principles.  The  balance sheets fairly present the condition of the Company and
its  Subsidiaries  as  at  the  dates  thereof,  and  the  statements of income,
stockholders' equity and cash flows fairly present the results of the operations


                                       24

of  the  Company  and  its  Subsidiaries  and  their  cash flows for the periods
indicated.  There  has been no Material Adverse Effect since September 30, 2000.

     9.3  ACTIONS  PENDING.  Except  as  described  in Schedule 9.3, there is no
                                                      -------------
action,  suit,  investigation  or proceeding pending or, to the Knowledge of the
Company,  threatened  against  the  Company  or  any of its Subsidiaries, or any
properties or rights of the Company or any of its Subsidiaries, by or before any
court,  arbitrator  or  administrative  or governmental body which, if adversely
determined,  might  result  in  a  liability  of  greater than $100,000 or might
otherwise  result  in  any  Material  Adverse Effect.  There is no action, suit,
investigation  or proceeding pending or threatened against the Company or any of
its Subsidiaries which purports to affect the validity or enforceability of this
Restructuring  Agreement,  any  Note,  any  Warrant  or  any  of  the other Note
Documents.

     9.4  OUTSTANDING  INDEBTEDNESS.  Neither  the  Company  nor  any  of  its
Subsidiaries  has  outstanding  any  Indebtedness except as permitted by Section
7.3(b),  all of which Indebtedness is described in Schedule 9.4 attached hereto.
                                                   ------------
There  exists  no default under (and no waiver of default is currently in effect
with  respect  to) the provisions of any instrument evidencing such Indebtedness
or  of  any  agreement  relating  thereto, and no event or condition exists with
respect  to  any Indebtedness of the Company or any Subsidiary that would permit
(or  that  with  notice or the lapse of time, or both, would permit) one or more
Persons  to  cause such Indebtedness to become due and payable before its stated
maturity  or  before  its  regularly  scheduled  dates  of  payment.

     9.5  TITLE  TO PROPERTIES. The Company has and each of its Subsidiaries has
good  and  marketable  title  to  its  respective  real  properties  (other than
properties  which  it  leases)  and  good  title  to all of its other respective
properties  and  assets,  including  the  properties and assets reflected in the
balance  sheet  as of September 30, 2000, referred to in Section 9.2 (other than
properties  and  assets  disposed  of  in the ordinary course of business) or as
otherwise  described  in  the  Company's  current  report  to the Securities and
Exchange  Commission  ("SEC")  on Form 8-K dated October 11, 2000, subject to no
Lien of any kind except Liens permitted by Section 7.3(a).  All leases necessary
in  any  material  respect  for  the conduct of the respective businesses of the
Company  and its Subsidiaries are valid and subsisting and are in full force and
effect.

     9.6  POSSESSION  OF  FRANCHISES,  LICENSES.  The  Company  and  each of its
Subsidiaries possesses all franchises, certificates, licenses, permits and other
authorizations  from  governmental  political  subdivisions  or  regulatory
authorities, free from burdensome restrictions, that are reasonably necessary in
any  material  respect  for  the  ownership,  maintenance  and  operation of its
respective  properties  and  assets,  and  none  of  the  Company  or any of its
Subsidiaries  is  in  violation  of  any  thereof  in  any  material  respect.

     9.7  TAXES.  The  Company  has  and  each of its Subsidiaries has filed all
federal,  state  and  other  income  tax  returns which, to the Knowledge of the
Company,  are required to be filed, and each has paid all taxes as shown on such


                                       25

returns and on all assessments received by it to the extent that such taxes have
become  due,  except  such  taxes  as  are  being  contested  in  good  faith by
appropriate proceedings and for which adequate reserves have been established in
accordance  with  GAAP.

     9.8  CONFLICTING  AGREEMENTS AND OTHER MATTERS. Neither the Company nor any
of  its  Subsidiaries  is a party to any contract or agreement or subject to any
charter  or  other  corporate  restriction which could reasonably be expected to
have  a  Material  Adverse  Effect.  Neither  the execution nor delivery of this
Restructuring  Agreement,  the  Notes, the Warrants or the other Note Documents,
nor  the  offering,  issuance  and  sale  of  the  Notes  and  the Warrants, nor
fulfillment  of  nor  compliance  with  the  terms  and  provisions  of  this
Restructuring  Agreement,  the  Notes,  the Warrants or the other Note Documents
will conflict with, or result in a breach of the terms, conditions or provisions
of,  or  constitute a default under, or result in any violation of, or result in
the  creation of any Lien upon any of the properties or assets of the Company or
any of its Subsidiaries pursuant to, the charter or bylaws of the Company or any
of its Subsidiaries, any award of any arbitrator or any agreement (including any
agreement with stockholders), instrument, order, judgment, decree, statute, law,
rule  or  regulation to which the Company or any of its Subsidiaries is subject.
Except  as provided in the documentation of the Senior Debt, neither the Company
nor any of its Subsidiaries is a party to, or otherwise subject to any provision
contained  in,  any  instrument  evidencing  Indebtedness of the Company or such
Subsidiary,  any  agreement  relating thereto or any other contract or agreement
(including  its  charter)  which  limits  the  amount  of,  or otherwise imposes
restrictions  on the incurring of, Indebtedness of the Company of the type to be
evidenced  by  the  Notes.


     9.9  AUTHORIZED  CAPITAL STOCK. The authorized capital stock of the Company
consists  of  125,000,000  shares of common stock, $0.0000l per share par value,
and  5,000,000  shares  of  Preferred Stock, $0.00001 per share par value. As of
November  30,  2000,  the  outstanding  capital stock of the Company consists of
31,625,166  shares  of  Common  Stock  and  141,763 shares of Existing Preferred
Stock.  All  of  the  outstanding  shares  of  Common Stock are duly authorized,
validly  issued,  fully  paid  and  nonassessable.  The  Company  does  not have
outstanding  any  warrants,  options, convertible securities or other rights for
the  purchase  or  acquisition of shares of its capital stock other than (a) the
Warrants  and  (b)  as  described in Schedule 9.9 attached hereto.  The Series E
                                     ------------
Stock,  Series  F  Stock,  Series  G Stock, Series E PIK Shares and Series G PIK
Shares  (collectively,  the "Convertible Shares") and the shares of Common Stock
issuable  upon  the  exercise  or conversion of such securities (the "Conversion
Shares"),  and shares of Series F Stock issuable upon conversion of the Series E
Stock,  have  been duly and validly authorized, and when issued, will be validly
issued,  fully  paid  and  nonassessable.  Such Conversion Shares have been duly
reserved  for  issuance  upon  the conversion of the Convertible Shares, and the
Series  F  Stock  has been duly reserved for issuance upon the conversion of the
Series  E  Stock  and  Series  E  PIK  Shares.  The  Company  has  duly reserved
11,965,396  shares  of  Common  Stock  for  issuance  upon  the  exercise of the
Warrants.  No  shareholder  of  the  Company  or any other Person is entitled to
preemptive  or  similar  rights with respect to the shares of Common Stock which
are  issuable  upon  the conversion of the Convertible Shares or the exercise of
the  Warrants  and,  if  and  when issued upon the conversion of the Convertible


                                       26

Shares  or  the  exercise  of  the  Warrants  in  accordance with the provisions
thereof,  such  shares  will  be  validly  issued,  fully paid and nonassessable
shares.

     9.10  OFFERING  OF THE SECURITIES. Neither the Company nor any agent acting
on  its  behalf has, directly or indirectly, offered the Securities for sale to,
or  solicited any offers to buy the Securities other than the existing preferred
stock  of  the  Company  and the Series H Stock from, or otherwise approached or
negotiated  with  respect  thereto  with,  any  Person  other than institutional
investors,  and neither the Company nor any agent acting on its behalf has taken
or  will  take  any  action  which  would  subject  the  issuance or sale of the
Securities  to  the  provisions  of  Section  5  of the Securities Act or to any
similar  provisions  of  any  securities  or  Blue  Sky  law  of  any applicable
jurisdiction.

     9.11 ERISA. No accumulated funding deficiency (as defined in section 302 of
ERISA  and  section 412 of the Code), whether or not waived, exists with respect
to any Plan (other than a Multiemployer Plan). No liability to the PBGC has been
or is expected by the Company or any ERISA Affiliate to be incurred with respect
to  any Plan (other than a Multiemployer Plan) by the Company, any Subsidiary or
any  ERISA Affiliate which is or would be a Material Adverse Effect. Neither the
Company,  any  Subsidiary  nor  any  ERISA  Affiliate  has incurred or presently
expects  to  incur any withdrawal liability under Title IV of ERISA with respect
to  any  Multiemployer  Plan which is or would be a Material Adverse Effect. The
execution and delivery of this Restructuring Agreement and the issuance and sale
of the Securities will be exempt from, or will not involve any transaction which
is subject to, the prohibitions of section 406 of ERISA and will not involve any
transaction  in  connection  with which a penalty could be imposed under section
502(i)  of ERISA or a tax could be imposed pursuant to section 4975 of the Code.

     9.12  GOVERNMENTAL  CONSENT.  Neither  the  nature of the Company or of any
Subsidiary,  nor  any  of  their  respective  businesses  or properties, nor any
relationship between the Company or any Subsidiary and any other Person, nor any
circumstance  in connection with the offering, issuance, sale or delivery of the
Securities is such as to require any authorization, consent, approval, exemption
or  other  action  by or notice to or filing with any court or administrative or
governmental  or  regulatory  body (other than routine filings after the Date of
Closing  with  the  Securities  and  Exchange  Commission  and/or state Blue Sky
authorities  and  the possible requirement that a filing be made pursuant to the
Hart-Scott-Rodino  Antitrust  Improvements Act of 1976, as amended in connection
with an exercise of the Warrants) or the conversion of the Convertible Shares in
connection  with  the  execution and delivery of this Restructuring Agreement or
the other Note Documents and the fulfillment of or compliance with the terms and
provisions of this Restructuring Agreement, the Registration Rights Agreement or
the  Participation  Rights  Agreement  or  of  the  Securities.

     9.13  ENVIRONMENTAL COMPLIANCE. The Company and its Subsidiaries and all of
their respective properties and facilities have complied at all times and in all
respects  with all federal, state, local and regional statutes, laws, ordinances


                                       27

and  judicial  or  administrative  orders,  judgments,  rulings  and regulations
relating  to  protection  of  the  environment  except,  in any such case, where
failure  to  comply  would  not  result  in  a  Material  Adverse  Effect.

     9.14  FISCAL  YEAR.  The  fiscal  year  of  the  Company  and  each  of its
Subsidiaries  ends  as  of  December  31  of  each  year.

     9.15  DISCLOSURE.  Neither  this  Restructuring  Agreement,  the other Note
Documents  nor  any other document, certificate or statement furnished to you by
or on behalf of the Company in connection herewith contains any untrue statement
of  a  material  fact  or omits to state a material fact reasonably necessary in
order to make the statements contained herein and therein not misleading.  Other
than  as has been described in the Company's reports on Forms 10-K, 10-Q, 8-K or
Schedule  14A as filed with the SEC, there is no fact peculiar to the Company or
any  of  its  Subsidiaries which constitutes a Material Adverse Effect or in the
future may (so far as the Company can now foresee) constitute a Material Adverse
Effect  and  which  has  not been set forth in this Restructuring Agreement, the
other  Note  Documents  or  in  the other documents, certificates and statements
furnished  to  you  by  or  on behalf of the Company prior to the date hereof in
connection  with  the  transactions  contemplated  hereby.

     9.16  INVESTMENT  COMPANY ACT. Neither the Company, any of its Subsidiaries
nor  any  Person  controlling  the  Company  or  any  of  its Subsidiaries is an
"investment  company,"  or  a  company  "controlled" by an "investment company,"
within  the  meaning  of  the  Investment  Company  Act  of  1940,  as  amended.

10.     SUBORDINATION  OF  NOTES.

     10.1  SUBORDINATION.  Anything  in  this  Agreement  to  the  contrary
notwithstanding, the indebtedness evidenced by the Notes, together with interest
and  all  other  sums  due  and  owing  pursuant to the Note Documents, shall be
subordinate  and  junior  to  the  extent set forth in subparagraphs (i) to (v),
inclusive,  below,  to  the  Senior  Debt.

          (i)  In  the  event  of  any  insolvency,  bankruptcy,  liquidation,
     reorganization  or  other  similar  proceedings,  or  any  receivership
     proceedings  in  connection  therewith, relative to the Company, and in the
     event  of  any  proceedings for voluntary liquidation, dissolution or other
     winding  up  of  the  Company,  whether  or  not  involving  insolvency  or
     bankruptcy  proceedings,  then  the Senior Debt shall first be paid in full
     before  any  payment  of or on account of principal, if any, or interest is
     made  by  the  Company  upon  the  Notes.

The  consolidation  of  the  Company  with, or the merger of the Company with or
into,  another  corporation  or  entity or the liquidation or dissolution of the
Company  following the conveyance or transfer of its property as an entirety, or
substantially  as  an  entirety, to another corporation or entity upon the terms
and  conditions  provided  in  Section 7.3(d) shall not be deemed a dissolution,
winding-up,  liquidation or reorganization for the purposes of this paragraph if
such  other  corporation  shall,  as  a  part  of  such  consolidation,  merger,
conveyance  or  transfer,  comply  with the conditions stated in Section 7.3(d).


                                       28

          (ii)  In any of the proceedings referred to in subparagraph (i) above,
     any  payment  or  distribution  of  any kind or character, whether in cash,
     property,  stock or obligations, which may be payable or deliverable by the
     Company  in respect of the Notes shall be paid or delivered directly to the
     holders  of  Senior Debt (or to a banking institution selected by the court
     or  Person  making  the  payment or delivery or designated by any holder of
     Senior  Debt)  for  application  in  payment thereof in accordance with the
     priorities  then  existing  among such holders, unless and until all Senior
     Debt  shall  have  been  paid  in  full;  provided,  however,  that
                                               --------   -------

               (a)  if  the  payment  or  delivery  by the Company of such cash,
          property,  stock  or  obligations  to  the  holders  of  the  Notes is
          authorized  by  an  order or decree giving effect, and stating in such
          order  or  decree  that  effect  is given, to the subordination of the
          Notes  to  Senior  Debt, and made in a reorganization proceeding under
          any  applicable  bankruptcy  or  reorganization  law,  no  payment  or
          delivery  by  the Company of such cash, property, stock or obligations
          payable  or deliverable with respect to the Notes shall be made to the
          holders  of  Senior  Debt;  and

               (b)  no  such delivery shall be made to holders of Senior Debt of
          stock  or  obligations  which  are  issued  pursuant to reorganization
          proceedings  if  such  stock or obligations are subordinate and junior
          (whether  by law or agreement) at least to the extent provided in this
          Section  10  to the payment of all Senior Debt then outstanding and to
          the  payment  of any stock or obligations which are issued in exchange
          or  substitution  for  any  Senior  Debt  then  outstanding.

          (iii)  If the Company shall default in the payment of any principal of
     or  interest  on  any  Senior Debt in an amount in excess of $250,000 owing
     under  any single instrument when the same becomes due and payable, whether
     at  maturity  or  at  a  date  fixed  for  prepayment  or by declaration of
     acceleration  or  otherwise,  then, unless and until the date on which such
     default  shall  have been remedied by payment in full or waived in writing,
     no  holder  of  the  Notes  shall  accept or receive any direct or indirect
     payment  of  or  on  account  of  any indebtedness in respect of the Notes.


          (iv)  Upon  the  occurrence  and during the continuance of any Default
     Subordination  Event  (other  than  under  circumstances  when the terms of
     subparagraph (i) above are applicable), no holder of the Notes shall accept
     or  receive any direct or indirect payment by set-off or otherwise of or on
     account  of any indebtedness in respect of the Notes during the Stand-Still
     Period,  provided  that  (a)  there  shall  be no more than two Stand-Still
              --------
     Periods  during  the  term  of  the Notes and only one in any period of 365
     consecutive days and (b) in the case of any payment on or in respect of any
     Notes  which would (in the absence of any such Default Subordination Event)
     have  been  due and payable on any date during such Stand-Still Period, the
     provisions  of  this subparagraph (iv) shall not prevent such payment on or
     after  the  date  immediately following the termination of such Stand-Still
     Period.


                                       29

          (v)  If any payment or distribution of any character, whether in cash,
     securities  or  other property, shall be received by any holder of Notes in
     contravention  of  any  of  the terms of this Section 10 and before all the
     Senior  Debt  shall  have  been  paid in full, such payment or distribution
     shall  be  received  in  trust for the benefit of the holders of the Senior
     Debt  at the time outstanding and shall forthwith be paid over or delivered
     and  transferred  to  the  holders  of  Senior  Debt.


     10.2  OBLIGATION  OF  THE  COMPANY  UNCONDITIONAL.  The  provisions of this
Section 10 are for the purpose of defining the relative rights of the holders of
Senior  Debt  on  the  one hand, and the holders of the Notes on the other hand,
against  the  Company  and  its  property,  and  nothing herein shall impair, as
between the Company and the holders of the Notes, the obligation of the Company,
which is unconditional and absolute, to pay to the holders thereof the principal
thereof  and  interest thereon in accordance with their terms and the provisions
hereof,  nor  shall  anything  herein  prevent  the  holders  of  the Notes from
exercising  all remedies otherwise permitted by applicable law or hereunder upon
default  hereunder  or under the Notes (including, without limitation, the right
to  demand  payment  and  sue  for  performance  hereof  and of the Notes and to
accelerate  the  maturity  thereof  as  provided in Section 8.1), subject to the
rights, if any, under this Section 10 of holders of Senior Debt to receive cash,
property,  stock  or obligations otherwise payable or deliverable by the Company
to  the  holders  of  the  Notes.

     10.3  SUBROGATION.  Upon  full  and  final  payment of the Senior Debt, the
holders  of  the  Notes  shall be subrogated to the rights of the holders of the
Senior  Debt  to receive payments or distributions of assets of the Company made
on Senior Debt until the principal of and interest on the Notes shall be paid in
full,  and,  for the purposes of such subrogation, no payments to the holders of
Senior  Debt of any cash, property, stock or obligations to which the holders of
the  Notes would be entitled shall, as between the Company, its creditors (other
than  the holders of the Senior Debt) and the holders of the Notes, be deemed to
be  a  payment  by  the  Company  to  or  on  account  of  Senior  Debt.

     10.4  SUBORDINATION  DEFINITIONS.

     "DEFAULT  SUBORDINATION  EVENT"  shall  mean  the  existence  of all of the
following:  (i)  a  Subordination  Event  of  Default shall have occurred and be
continuing  in  respect  of any Senior Debt, (ii) the holders of the Notes shall
have  received  a  notice  from  or  on behalf of any holder of such Senior Debt
identifying  each  Subordination  Event  of  Default  which  has occurred and is
continuing and that such notice constitutes a "DEFAULT SUBORDINATION NOTICE" and
(iii)  no  other  Default  Subordination Notice shall have been delivered by any
holder of Senior Debt within the 365 day period immediately preceding the giving
of  such  notice; provided that no fact or circumstances of a Subordinated Event
                  --------
of  Default existing on the date of such Default Subordinated Notice may be used
as  a  basis  for  any subsequent Default Subordination Notice. The "STAND-STILL
PERIOD"  relating to any Default Subordination Event shall be deemed to continue
until  the  earlier  of  (x) the Subordination Event of Default under the Senior


                                       30

Debt  giving  rise  thereto  shall have been cured or waived, (y) a period of 90
days  shall  have  elapsed  from  the giving of the Default Subordination Notice
relating  thereto  and  (z)  the  maturity  of  such Senior Debt shall have been
accelerated.

     "SUBORDINATION  EVENT OF DEFAULT" shall mean (i) any default in the payment
of  any  principal  or  interest  on  any  Senior Debt in an amount in excess of
$250,000 or less owing under any single instrument when the same becomes due and
payable, or (ii) any event of default under any agreement evidencing Senior Debt
arising  as a result of a breach of covenants which would entitle the holders of
such  Senior  Debt  to  accelerate  the  obligations  under  such  Senior  Debt.


11.     DEFINITIONS.  For the purpose of this Restructuring Agreement, the terms
defined  in  the  introductory  sentence  and  elsewhere  in  this Restructuring
Agreement  shall  have  the  respective  meanings  specified  therein,  and  the
following  terms  shall  have  the meanings specified with respect thereto below
(such meanings to be equally applicable to both the singular and plural forms of
the  terms  defined):

     11.1   TERMS.

     "AFFILIATE"  shall  mean  any  Person  directly  or indirectly controlling,
controlled  by,  or  under  direct or indirect common control with, the Company,
except a Subsidiary.  A Person shall be deemed to control another Person if such
Person  possesses,  directly  or  indirectly,  the  power to direct or cause the
direction  of  the management and policies of such other Person, whether through
the  ownership  of  voting  securities,  by  contract  or  otherwise.

     "AGREEMENT" means this Subordinated Note Restructuring Agreement, as it may
from  time  to  time  be  amended,  modified,  restated  or  supplemented.


     "ASSET  DISPOSITION"  shall  mean,  with  respect  to  the  Company  or any
Subsidiary,  any  transaction  or  series  of related transactions in which such
Person  sells, conveys, transfers or leases (as lessor) or parts with control of
(collectively,  for  purposes  of  this  definition,  a "transfer"), directly or
                                                         --------
indirectly,  any  of  its property or assets, including, without limitation, any
Indebtedness  of any Subsidiary or capital stock of or other equity interests in
any  Subsidiary  (including the issuance of such stock or other equity interests
by such Subsidiary), other than transfers of cash or cash equivalents; provided,
                                                                       --------
that  a sale of equipment by the Company or any of its Subsidiaries shall not be
an  Asset  Disposition  if  (i)  at  the  time  of such sale the Company or such
Subsidiary  intends  in good faith to replace the equipment so sold with similar
equipment  of the same or greater Fair Market Value, (ii) within 60 days of such
sale the Company or such Subsidiary actually replaces the equipment so sold with
similar  equipment of the same or greater Fair Market Value, and (iii) such sale
comports  with  the  past  business practices of the Company or such Subsidiary.

     "BANKRUPTCY  LAW"  shall  have  the  meaning  specified in clause (viii) of
Section  8.1.

     "BOARD"  shall  mean  the  Board  of  Directors  of  the  Company.


                                       31

     "BUSINESS  DAY"  shall mean any day on which banks are open for business in
New  York City (other than a Saturday, a Sunday or a legal holiday in the States
of  New  York  or  New  Jersey).

     "CAPITALIZED  LEASE  OBLIGATION"  shall  mean  any rental obligation which,
under  GAAP,  would be required to be capitalized on the books of the Company or
any  Subsidiary,  taken at the amount thereof accounted for as indebtedness (net
of  interest  expense)  in  accordance  with  such  principles.

     "CHANGE  IN  CONTROL"  shall  mean  (i)  the  acquisition  (other  than  an
acquisition  by  the  heirs,  legatees,  descendants,  or  blood  relatives of a
shareholder  as a result of the death of such shareholder) by (a) any person (as
such  term  is used in section 13(d) and section 14(d)(2) of the Exchange Act as
in  effect  on  the  Date  of the Closing) or (b) related persons constituting a
group (as such term is used in Rule 13d-5 under the Exchange Act as in effect on
the  Date  of  the  Closing),  of  beneficial  ownership  of  25% or more of the
outstanding  shares of Voting Stock of the Company provided, that the conversion
                                                   --------
of  the  Preferred Stock or exercise of the Warrants by you or the conversion of
the  Series  H  Stock  or the exercise of warrants or the ownership of shares of
common  stock owned by Specialty Finance Fund I, LLC or its affiliates shall not
cause  a  "Change  in  Control" to occur hereunder or (ii) an event or series of
related  events  that results in the resignation or removal of (a) the Executive
Officers  or  (b)  a  majority  of  the  Board  of  Directors  of  the  Company.


     "CLOSING"  or "DATE OF CLOSING" shall have the meaning specified in Section
1.1.

     "CODE"  shall mean the Internal Revenue Code of 1986, as amended, as now or
hereafter  in effect, together with all regulations, rulings and interpretations
thereof  or  thereunder  by  the  Internal  Revenue  Service.


     "COMMON  STOCK"  shall  have  the  meaning  specified  in  the  Recitals.

     "CONFIDENTIAL  INFORMATION"  shall mean any material non-public information
regarding  the  Company or any of its Subsidiaries that is marked by the Company
as  confidential  and  is  provided  to  the  holder  of a Note, any Person that
purchases  a  participation  in  a  Note  or  any  offeree  of  a  Note  or of a
participation  therein  pursuant  to  this  Restructuring  Agreement, other than
information  (i) that was publicly known or otherwise known to such holder, such
Person or such offeree at the time of disclosure, (ii) that subsequently becomes
publicly  known  through  no act or omission of such holder, such Person or such
offeree  or  (iii)  that  otherwise becomes known to such holder, such Person or
such  offeree  other  than  through disclosure by the Company or any Subsidiary.

     "CONSOLIDATED INTEREST EXPENSE" shall mean, with respect to any period, the
sum  (without  duplication)  of  the  following  (in  each case, eliminating all
offsetting  debits  and credits between the Company and its Subsidiaries and all
other  items  required  to  be  eliminated  in  the course of the preparation of


                                       32

consolidated  financial  statements  of  the  Company  and  its  Subsidiaries in
accordance  with  GAAP):  (i)  all interest and prepayment charges in respect of
Indebtedness  of the Company and its Subsidiaries (including imputed interest in
respect  of  Capitalized  Lease  Obligations and net costs of Swaps) deducted in
determining  consolidated net income for such period, together with all interest
capitalized  or  deferred  during  such  period  and not deducted in determining
consolidated  net income for such period, and (ii) all debt discount and expense
amortized  or  required to be amortized in the determination of Consolidated Net
Income  for  such  period.

     "CONSOLIDATED  NET  INCOME" shall mean, with respect to any period, the net
income (or loss) of the Company and its Subsidiaries for such period (taken as a
cumulative  whole), as determined in accordance with GAAP, after eliminating all
offsetting  debits  and credits between the Company and its Subsidiaries and all
other  items  required  to  be  eliminated  in  the course of the preparation of
consolidated  financial  statements  of  the  Company  and  its Subsidiaries, in
accordance  with  GAAP.

     "CONTROLLED  GROUP"  shall  mean  all  members  of  a  controlled  group of
corporations  and  all  trades or businesses (whether or not incorporated) under
common  control  which,  together  with  the  Company,  are  treated as a single
employer  under  Section  414  of  the  Code.

     "CONVERTIBLE  SECURITIES"  shall  mean  any  debt instrument that is by its
terms  convertible,  in whole or in part, into an equity interest in the Company
or  any  of  its  Subsidiaries.

     "DIRECTOR"  shall  have  the  meaning set forth in Section 12.20(b) hereof.

     "DOMESTIC SUBSIDIARY" shall mean any Subsidiary that is organized under the
laws  of the United States, one of the several states thereof or the District of
Columbia.

     "EBITDA"  shall  mean,  for  any  period,  the  sum of (i) Consolidated Net
Income,  plus  (ii)  to the extent deducted in the determination of Consolidated
Net  Income,  (a)  all  provisions  for federal, state and other income tax, (b)
Consolidated  Interest  Expense  and  (c)  provisions  for  depreciation  and
amortization,  provided,  however,  that  so  long  as  the  Company  shall have
               ------------------
delivered to the holder of each Note financial information regarding a Permitted
Acquisition  which  discloses the prior operating results thereof, the pro forma
effect  of such acquisition during such 12-month period shall be permitted to be
included  in  EBITDA  for  the  Company  or  a Subsidiary as if such acquisition
occurred  on  the  first  day  of  such  period.

     "ERISA"  shall mean the Employee Retirement Income Security Act of 1974, as
amended  from  time  to  time,  and  all  rules,  regulations,  rulings  and
interpretations  adopted  by the Internal Revenue Service or the U.S. Department
of  Labor  thereunder.

     "ERISA  AFFILIATE" shall mean any corporation which is a member of the same
controlled  group  of  corporations as the Company within the meaning of section
414(b)  of the Code, or any trade or business which is under common control with
the  Company  within  the  meaning  of  section  414(c)  of  the  Code.


                                       33

     "EVENT  OF  DEFAULT" shall mean any of the events specified in Section 8.1,
provided,  that there has been satisfied any requirement in connection with such
event  for  the  giving of notice, or the lapse of time, or the happening of any
further  condition,  event  or act, and "DEFAULT" shall mean any of such events,
whether  or  not  any  such  requirement  has  been  satisfied.

     "EXCHANGE  ACT" shall mean the Securities Exchange Act of 1934, as amended.

     "EXECUTIVE  COMPENSATION" shall mean the aggregate of all salary, bonus and
other compensation paid by the Company or its Subsidiaries in whatever form paid
to  or  for  the  benefit  of  the  Executive  Officers.

     "EXECUTIVE  OFFICER"  shall mean the chairman of the board, chief executive
officer,  president,  chief  operating officer, chief financial officer or chief
accounting  officer  of  the  Company.

     "EXISTING  PREFERRED STOCK" shall mean, with respect to the Company, all of
the  shares  of  10%  Junior  Redeemable  Convertible Preferred Stock , Series A
Stock,  Series  B  Convertible  Preferred Stock, Series C Cumulative Convertible
Junior  Preferred  Stock and Series D Cumulative Junior Preferred Stock, in each
case,  that  has  been  issued  as  of  the  Date  of  Closing.

     "EXISTING  SENIOR  CREDIT  FACILITY" shall mean that certain Loan Agreement
dated  as  of  October  28,  1998  among  the  Company,  as  borrower,  Comerica
Bank-Texas,  as  agent  and  as  lender,  as  the  same may from time to time be
supplemented,  amended,  renewed,  extended,  refunded  or  replaced.

     "EXPENSES"  shall  have  the  meaning  specified  in  Section  12.2.

     "EXPENSES  CASH  PAYMENT" shall have the meaning specified in Section 12.2.

     "EXPENSES  NOTE  AMOUNT"  shall have the meaning specified in Section 12.2.

     "FAIR  MARKET  VALUE"  shall  mean,  at  any  time  and with respect to any
property,  the  sale  value  of  such  property  that  would  be  realized in an
arm's-length  sale  at  such  time  between an informed and willing buyer and an
informed  and  willing seller (neither being under a compulsion to buy or sell).

     "GAAP"  shall  have  the  meaning  specified  in  Section  11.2.

     "GOVERNMENTAL AUTHORITY" shall mean any foreign governmental authority, the
United  States  of  America,  any  State of the United States, and any political
subdivision  of  any of the foregoing, and any central bank, agency, department,
commission,  board, bureau, court or other tribunal having jurisdiction over the
holder  of  any  Note,  any  Transaction  Party  or  their  respective Property.


                                       34

     "GUARANTEE"  shall mean, with respect to any Person, any direct or indirect
liability,  contingent  or  otherwise,  of  such  Person  with  respect  to  any
indebtedness, lease, dividend or other obligation of another, including, without
limitation,  any  such  obligation  directly  or indirectly guaranteed, endorsed
(otherwise than for collection or deposit in the ordinary course of business) or
discounted  or  sold  with  recourse by such Person, or in respect of which such
Person  is  otherwise  directly  or  indirectly  liable,  including,  without
limitation,  any such obligation in effect guaranteed by such Person through any
agreement (contingent or otherwise) to purchase, repurchase or otherwise acquire
such obligation or any security therefor, or to provide funds for the payment or
discharge  of  such  obligation  (whether  in the form of loans, advances, stock
purchases,  capital  contributions or otherwise), or to maintain the solvency or
any  balance  sheet  or  other  financial  condition  of  the  obligor  of  such
obligation,  or  to  make payment for any products, materials or supplies or for
any  transportation or services regardless of the non-delivery or non-furnishing
thereof,  in  any  such  case  if  the purpose or intent of such agreement is to
provide  assurance  that such obligation will be paid or discharged, or that any
agreements  relating  thereto will be complied with, or that the holders of such
obligation  will be protected against loss in respect thereof. The amount of any
Guarantee  shall  be equal to the outstanding principal amount of the obligation
guaranteed  or such lesser amount to which the maximum exposure of the guarantor
shall  have  been  specifically  limited.

     "HAZARDOUS  SUBSTANCE"  shall  mean petroleum products and any hazardous or
toxic  waste  or substance defined or regulated as such from time to time by any
law,  rule,  regulation or order described in the definition of "Requirements of
Environmental  Law".

     "INDEBTEDNESS" shall mean, with respect to any Person or consolidated group
of  Persons,  without duplication, (i) all items (excluding items of contingency
reserves or of reserves for deferred income taxes) which in accordance with GAAP
would  be  included  in  determining total liabilities as shown on the liability
side  of  a  balance  sheet of such Person or consolidated group of Persons (but
                                                                             ---
excluding accounts payable in the ordinary course of business) as of the date on
---------
which  Indebtedness  is  to  be determined; (ii) all indebtedness secured by any
Lien  on,  or  payable  out  of the proceeds of production from, any property or
asset  owned  or  held  by  such  Person  subject  thereto,  whether  or not the
indebtedness  secured  thereby  shall  have  been  assumed;  (iii)  redemption
obligations  in  respect  of mandatorily redeemable preferred stock; (iv) Swaps;
(v)  unfunded  pension  liabilities;  (vi)  obligations  as  an account party in
respect  of  letters  of  credit;  and (vii) Guarantees of Indebtedness of other
Persons  of  the  types  described  in  the  foregoing clauses (i) through (vi).

     "INTANGIBLES" shall include, without limitation, (i) deferred charges; (ii)
the amount of any write-up in the book value of any acquired assets in excess of
fair market value and (iii) the aggregate of all amounts appearing on the assets
side  of  any  such  balance  sheet  for franchises, licenses, permits, patents,
patent  applications,  copyrights,  trademarks,  trade names, goodwill, treasury
stock,  experimental  or  organizational  expenses  and  other like intangibles.


                                       35

     "INVESTMENT" shall mean the purchase or other acquisition of any securities
or  Indebtedness  of,  or  the making of any loan, advance, transfer of Property
(other  than  transfers  in  the  ordinary  course  of  business)  or  capital
contribution  to, or the incurring of any liability (other than accounts arising
in  the  ordinary  course of business), contingently or otherwise, in respect of
the  Indebtedness  of,  any  Person.

     "JUNIOR PREFERRED STOCK" shall have the meaning set forth in the definition
"Restricted  Payment."

     "KNOWLEDGE" of the Company shall mean the actual knowledge of any Executive
Officer.

     "LEGAL  REQUIREMENT"  shall  mean  any  law,  statute,  ordinance,  decree,
requirement,  order,  judgment, rule, or regulation (or interpretation of any of
the  foregoing)  of,  and  the  terms  of  any  license or permit issued by, any
Governmental  Authority,  whether  presently  existing or arising in the future.

     "LIEN"  shall  mean  any  mortgage,  pledge,  priority,  security interest,
encumbrance,  contractual  deposit arrangement, lien (statutory or otherwise) or
charge  of  any  kind (including any agreement to give any of the foregoing, any
conditional sale or other title retention agreement, any production payment, any
lease  in  the  nature  thereof,  and  the  filing  of  or agreement to give any
financing  statement  under  the Uniform Commercial Code of any jurisdiction) or
any  other  type  of  preferential  arrangement  for  the purpose, or having the
effect,  of  protecting  a  creditor  against  loss  or  securing the payment or
performance  of  an  obligation.

     "MATERIAL ADVERSE EFFECT" shall mean any material and adverse effect on the
ability  of  the  Company  or any of its Subsidiaries to perform its obligations
under  any  Note  Document  to which it is a party or on the business, condition
(financial  or  otherwise),  results  of  operations,  assets,  liabilities  or
prospects  of  the  Company  and  its  Subsidiaries  on  a  consolidated  basis.

     "MULTIEMPLOYER  PLAN"  shall  mean any Plan which is a "multiemployer plan"
(as  such  term  is  defined  in  section  400l(a)(3)  of  ERISA).

     "NEW  SENIOR CREDIT FACILITY" shall mean any credit instrument or agreement
at any time and from time to time entered into by the Company with any financial
institution or institutions within the limitations of Section 7.3(b)(ii), as the
same may from time to time be supplemented, amended, renewed, extended, refunded
or  replaced.

     "NOTE  DOCUMENTS"  shall  mean this Restructuring Agreement, the Notes, the
Warrants, the Participation Rights Agreement, the Registration Rights Agreement,
the  Guaranty  Agreement, and all other instruments, certificates, documents and
other  writings now or hereafter executed and delivered by any Transaction Party
or  any  other  Person pursuant to or in connection with any of the foregoing or
any  of  the  transactions  contemplated  thereby,  and  any and all amendments,
restatements,  supplements  and  other  modifications  to  any of the foregoing.


                                       36

     "NOTES"  shall  have  the  meaning  specified  in  Section  2.1.

     "OBLIGATIONS"  shall mean, as at any date of determination thereof, the sum
of  the  following:  (i)  the aggregate principal amount of Notes outstanding on
such  date,  plus  (ii)  all  other  outstanding  liabilities,  obligations  and
             ----
Indebtedness  of  any  Transaction Party under this Restructuring Agreement, any
Note,  the  Guaranty  Agreement or any of the other Note Documents on such date.

     "OBSERVER"  shall  have  the  meaning  set  forth  in  Section  12.20.

     "OFFICER'S  CERTIFICATE"  shall  mean a certificate signed in the name of a
Transaction Party by its President, one of its Vice Presidents or its Treasurer.

     "PARTICIPATION  RIGHTS  AGREEMENT"  shall  mean  the  Participation  Rights
Agreement,  dated  as  of  July 23, 1998, substantially in the form of Exhibit I
attached  hereto,  by  and  among  you,  the  Company and certain holders of the
Company's  common  stock  as  the same may be amended, restated, supplemented or
otherwise  modified  from  time  to  time.

     "PBGC"  shall  mean  the Pension Benefit Guaranty Corporation or any entity
succeeding  to  any  or  all  of  its  functions  under  ERISA.

     "PERMITTED  ACQUISITION" shall have the meaning set forth in the Prudential
Letter.

     "PERMITTED  DISPOSITION" shall have the meaning set forth in the Prudential
Letter.

     "PERMITTED  INVESTMENTS"  shall  mean:  (i)  readily  marketable securities
issued  or  fully  guaranteed by the United States of America with maturities of
not  more  than  one  year,  (ii)  commercial  paper  rated "Prime 1" by Moody's
Investors  Service,  Inc.  or "A-1" by Standard and Poor's Ratings Services with
maturities  of  not  more  than  180  days  and (iii) certificates of deposit or
repurchase  obligations  issued by any U.S. domestic bank having capital surplus
of  at  least  $100,000,000  or by any other financial institution acceptable to
you,  all  of the foregoing not having a maturity of more than one year from the
date  of  issuance  thereof.

     "PERSON"  shall  mean  and  include  an  individual, a partnership, a joint
venture,  a corporation, a trust, a limited liability company, an unincorporated
organization  and  a  government  or  any  department  or  agency  thereof.

     "PLAN"  shall  mean  an  employee  pension benefit plan which is covered by
Title  IV of ERISA or subject to the minimum funding standards under Section 412
of  the  Code  and  is either (i) maintained by the Company or any member of the
Controlled  Group  for  employees of the Company or any member of the Controlled
Group  or  (ii)  maintained pursuant to a collective bargaining agreement or any
other  arrangement under which more than one employer makes contributions and to
which  the  Company  or  any  member  of  the Controlled Group is then making or
accruing  an  obligation  to make contributions or has within the preceding five
plan  years  made  contributions.


                                       37

     "PREFERRED  DIVIDENDS" shall mean, with respect to any period, dividends or
other  charges in respect of shares of the capital stock of the Company that are
entitled to preference or priority over any other shares of the capital stock of
the  Company  in  respect of payment of dividends or distribution of assets upon
liquidation.

     "PROPERTY"  shall  mean  any  interest  in  any  kind of property or asset,
whether  real,  personal  or  mixed,  tangible  or  intangible.

     "PRUDENTIAL"  shall  mean  The  Prudential  Insurance  Company  of America.

     "PRUDENTIAL  LETTER" shall have the meaning specified in Section 7.3(a)(i).

     "REGISTRATION  RIGHTS  AGREEMENT"  shall  mean  the  Registration  Rights
Agreement,  dated  July  23,  1998  as  amended  by amendment dated of even date
herewith, substantially in the form of Exhibit J attached hereto, by and between
you  and  the  Company  as  the  same  may be amended, restated, supplemented or
otherwise  modified  from  time  to  time.

     "REQUIRED  HOLDER(S)"  shall mean the holder or holders of at least 66 2/3%
of  the  aggregate  principal amount of the Notes from time to time outstanding.

     "REQUIREMENTS  OF ENVIRONMENTAL LAW" shall mean all requirements imposed by
any  law (including for example and without limitation The Resource Conservation
and Recovery Act and The Comprehensive Environmental Response, Compensation, and
Liability  Act),  rule,  regulation,  or  order  of  any federal, state or local
executive,  legislative, judicial, regulatory or administrative agency, board or
authority  in  effect  at  the  applicable  time which relate to (i) noise; (ii)
pollution,  protection  or  clean-up  of the air, surface water, ground water or
land;  (iii)  solid,  gaseous  or  liquid  waste generation, treatment, storage,
disposal  or  transportation;  (iv)  exposure  to  Hazardous Substances; (v) the
safety or health of employees or (vi) regulation of the manufacture, processing,
distribution  in  commerce,  use,  discharge or storage of Hazardous Substances.

     "RESPONSIBLE  OFFICER"  shall  mean  the  chief  executive  officer,  chief
operating  officer,  chief  financial  officer  or chief accounting officer of a
Transaction  Party.

     "RESTRICTED  PAYMENT" shall mean (i) the declaration of any dividend on, or
the  incurrence  of  any  liability to make any other payment or distribution in
respect  of  any  capital  stock  or equity equivalent (except, in the case of a
Subsidiary,  dividends  or  other  payments  or  distributions in respect of its
capital  stock  to  the  Company  or  a  Wholly  Owned  Subsidiary)  or (ii) the
distribution  on  account of the purchase, redemption or other retirement of any
such  capital stock (except, in the case of a Subsidiary, purchases, redemptions
or  other  retirements  of  its capital stock from the Company or a Wholly Owned
Subsidiary),  provided,  that  such  term shall specifically exclude (a) cash or
              --------
paid-in-kind  dividends  on  the Series E Stock, Series F Stock, Series G Stock,
(b)  paid-in-kind  dividends  on  the  Series  A Stock, Series E Stock, Series F


                                       38

Stock,  Series  G Stock, Series H Stock and the 10% Stock (collectively, "Junior
Preferred  Stock"),  and (c) the declaration and payment of dividends in respect
of  common  stock  payable  solely  in  common  stock.

     "SCHEDULED  PRINCIPAL PAYMENTS" shall mean scheduled principal payments due
with  respect  to Indebtedness of the Company or any of its Subsidiaries whether
such  scheduled  payment  is  due  because  of  amortization or maturity of such
Indebtedness.

     "SECURITIES"  shall  mean  the  Notes,  Preferred  Stock  and the Warrants.

     "SECURITIES  ACT"  shall  mean  the  Securities  Act  of  1933, as amended.

     "SENIOR  DEBT"  shall  mean  Indebtedness  for  borrowed  money, principal,
interest,  premium,  if any, and all other obligations owing pursuant to (i) the
Existing  Senior  Credit  Facility  and  (ii)  the  New  Senior Credit Facility.

     "SIGNIFICANT  HOLDER"  shall  mean  (i)  you, so long as you shall hold any
Note,  or (ii) any other holder of at least 5% of the aggregate principal amount
of  the  Notes  from  time  to  time  outstanding.

     "SIGNIFICANT SUBSIDIARY" shall mean any Subsidiary that accounts for 10% or
more  of  (i)  the  Company's  and its Subsidiaries' total assets, determined in
accordance  with  GAAP,  at  any  time, (ii) EBITDA (a) for the fiscal year most
recently  ended  or  (b) for the current fiscal year (as reasonably estimated by
the  Company  in  good  faith)  or  (iii)  consolidated  net  worth at any time.

     "SUBORDINATED  GUARANTY AGREEMENT" shall mean the Guaranty Agreement, dated
as  of  December  28,  2000, made by each Domestic Subsidiary of the Company, in
favor  of you and all subsequent holders of the Notes, substantially in the form
of  Exhibit  K  attached  hereto, together with any Guaranty Agreement hereafter
executed  by  any  Subsidiary as contemplated under Section 6.11, as each may be
amended,  restated,  supplemented  and  otherwise  modified  from  time to time.

     "SUBSIDIARY"  shall  mean  (i)  any  corporation, at least 50% of the total
combined voting power of all classes of Voting Stock of which shall, at the time
as  of  which  any  determination is being made, be owned by the Company, either
directly  or  through  Subsidiaries (including, without limitation, the Acquired
Company),  and (ii) any partnership, limited liability company, joint venture or
similar  entity  if at least a 50% interest in the profits or capital thereof is
owned  by  the  Company,  either  directly  or through Subsidiaries (unless such
entity  can  and  does  ordinarily take major business actions without the prior
approval,  direct  or  indirect,  of  the  Company),  provided,  however,  that
                                                      ------------------
notwithstanding  anything  to  the contrary contained in the foregoing, the term
Subsidiary  shall not include ITS Supply Corporation or its subsidiaries so long
as  ITS  Supply Corporation is engaged in a proceeding under any Bankruptcy Law.


                                       39

     "SWAPS"  shall  mean  with  respect to any Person, payment obligations with
respect  to  interest  rate  swaps,  currency  swaps  and  similar  obligations
obligating  such  Person  to  make  payments,  whether  periodically or upon the
happening  of  a  contingency. For the purposes of this Restructuring Agreement,
the  amount  of  the obligation under any Swap shall be the amount determined in
respect  thereof as of the end of the then most recently ended fiscal quarter of
such Person, based on the assumption that such Swap had terminated at the end of
such fiscal quarter, and in making such determination, if any agreement relating
to  such  Swap provides for the netting of amounts payable by and to such Person
thereunder  or  if  any  such agreement provides for the simultaneous payment of
amounts  by  and  to  such  Person,  then  in each such case, the amount of such
obligation  shall  be  the  net  amount  so  determined.

     "TERMINATION  EVENT" shall mean (i) a Reportable Event described in Section
4043  of  ERISA  and  the regulations issued thereunder (other than a Reportable
Event  not  subject  to  the  provision for 30-day notice to the PBGC under such
regulations),  or  (ii)  the  withdrawal  of  the  Company  or  any of its ERISA
Affiliates  from  a  Plan  during  a  plan  year  in which it was a "substantial
employer"  as  defined  in Section 400l(a)(2) of ERISA, or (iii) the filing of a
notice  of  intent to terminate a Plan or the treatment of a Plan amendment as a
termination  under Section 4041 of ERISA, or (iv) the institution of proceedings
to  terminate a Plan by the PBGC, or (v) any other event or condition that might
constitute  grounds  under  Section 4042 of ERISA for the termination of, or the
appointment  of  a  trustee  to  administer,  any  Plan.

     "10%  STOCK"  shall  have  the  meaning  specified  in  Section  2.2(c).

     "TOTAL  DEBT"  shall  mean  the  total  Indebtedness of the Company and its
Subsidiaries  on  a  consolidated  basis;  provided,  that  Total Debt shall not
include  Indebtedness  permitted  by  clause  (iii)  of  Section  7.3(b).

     "TRANSACTION  PARTIES"  shall  mean  the  Company  and  its  Subsidiaries.

     "TRANSFEREE"  shall  mean  any  direct or indirect transferee of all or any
part  of  any  Note or Warrant issued to you under this Restructuring Agreement.

     "TRIBUNAL" shall mean any municipal, state, commonwealth, federal, foreign,
territorial  or  other  sovereign, governmental entity, governmental department,
court,  commission,  board,  bureau,  agency  or  instrumentality.

     "VOTING  STOCK" shall mean securities or other equity interest of any class
or  classes,  the  holders  of  which  are  ordinarily,  in  the  absence  of
contingencies,  entitled  to  vote  for  the  election  or  removal of corporate
directors  or  persons (such as general partners or managers) performing similar
functions  in  the  case  of  business  entities  other  than  corporations.

     "WARRANTS"  shall  have  the  meaning  specified  in  Section  2.3

     "WHOLLY  OWNED  SUBSIDIARY"  shall  mean  any  Subsidiary all of the equity
interests  (except directors' qualifying shares) of which are owned, directly or
indirectly,  by  the  Company  or  other  Wholly  Owned  Subsidiaries.


                                       40

     11.2  ACCOUNTING  PRINCIPLES,  TERMS  AND DETERMINATIONS. All references in
this  Restructuring  Agreement  to  "GAAP" shall be deemed to refer to generally
accepted  accounting  principles  in  effect in the United States at the time of
application  thereof.  Unless  otherwise  specified herein, all accounting terms
used  herein shall be interpreted, all determinations with respect to accounting
matters  hereunder  shall  be  made,  and all unaudited financial statements and
certificates  and  reports  as  to  financial  matters  required to be furnished
hereunder  shall  be  prepared, in accordance with generally accepted accounting
principles,  applied  on  a  basis  consistent  with  the  most  recent  audited
consolidated  financial statements of the Company and its Subsidiaries delivered
pursuant  to  clause  (ii) of Section 6.2 or, if no such statements have been so
delivered,  the  most  recent audited financial statements referred to in clause
(i)  of  Section  9.2.

     12.  MISCELLANEOUS.

     12.1  NOTE  PAYMENTS.  So long as you shall hold any Note, the Company will
make  payments  of principal of and interest on such Note, which comply with the
terms of this Restructuring Agreement, by wire transfer of immediately available
funds  for  credit  (not  later than 12:00 noon, New York City time, on the date
due) to your account or accounts as specified in the Purchaser Schedule attached
hereto,  or  such  other  account  or  accounts  in the United States as you may
designate  in  writing,  notwithstanding any contrary provision herein or in any
Note  with  respect to the place of payment. You agree that, before disposing of
any  Note,  you will make a notation thereon (or on a schedule attached thereto)
of  all  principal  payments  previously  made  thereon and of the date to which
interest  thereon  has  been  paid. The Company agrees to afford the benefits of
this  Section 12.1 to any Transferee which shall have made the same agreement as
you  have  made  in  this  Section  12.1.

     12.2  EXPENSES.  The  Company  agrees,  whether  or  not  the  transactions
contemplated  hereby  shall  be  consummated,  to  pay,  and  save  you  and any
Transferee  harmless  against  liability  for  the payment of, all out-of-pocket
expenses  arising  in  connection  with  such  transactions,  including  (i) all
document  production  and  duplication  charges and the fees and expenses of any
special  counsel  engaged  by  you  and  such Transferee in connection with this
Restructuring  Agreement,  the  Securities  or  the other Note Documents and the
transactions  contemplated  thereby  and  hereby  and  any  subsequent  proposed
modification  of, or proposed consent under, this Restructuring Agreement or the
other  Note  Documents,  whether  or  not  such  proposed  modification shall be
effected  or  proposed  consent  granted, (ii) all costs and expenses, including
attorneys'  fees,  incurred  by  you  and  such  Transferee  in  enforcing  (or
determining  whether  or  how  to  enforce)  any rights under this Restructuring
Agreement,  the  Securities  or the other Note Documents or in responding to any
subpoena  or  other  legal  process  or  informal investigative demand issued in
connection  with  this  Restructuring Agreement, the other Note Documents or the
transactions  contemplated  hereby  or  thereby,  or  by  reason of your or such
Transferee's  having  acquired any Note or Warrant, including without limitation
costs  and  expenses  incurred  in  any  bankruptcy case and (iii) all costs and
expenses,  including  attorneys'  fees,  incurred  by you in connection with the
preparation  of  the  proposed  amendment  to  the  Purchase  Agreement  and the
Preexisting  Obligations and in connection with enforcing (or determining how to
enforce) any rights under the Purchase Agreement and the Preexisting Obligations


                                       41

(all such amounts collectively referred to in subsections (i), (ii) and (iii) of
this  Section  12.2, the "Expenses").  The sum of $45,000 of such Expenses shall
be  due and payable in immediately available funds at the Closing (the "Expenses
Cash  Payment"), and the the sum of $200,000 of such Expenses, shall be added to
the  aggregate  principal amount of the Notes (the "Expenses Note Amount").  The
Expenses  Cash  Payment  and  the  Expenses  Note  Amount represent a good faith
estimate  of  all  of the Expenses incurred by you through the date hereof.  Any
Expenses arising after the Date of Closing shall be paid by the Company promptly
after  such  Expenses  are  invoiced.  The obligations of the Company under this
Section  12.2 shall survive the transfer of any Securities or portion thereof or
interest  therein  by  you or any Transferee, the payment of any Securities, the
enforcement,  amendment  or  waiver  of  any  provision  of  this  Restructuring
Agreement or the other Note Documents, and the termination of this Restructuring
Agreement  or  any  of  the  other  Note  Documents.

     12.3  CONSENT  TO  AMENDMENTS.  This Restructuring Agreement and any of the
other  Note Documents may be amended, and the Company may take any action herein
prohibited, or omit to perform any act herein required to be performed by it, if
the  Company  shall  obtain  the  written  consent  to such amendment, action or
omission  to  act,  of  the  Required Holder(s) except that, without the written
consent  of  the  holder  or  holders  of  all Notes at the time outstanding, no
amendment to this Restructuring Agreement shall change the maturity of any Note,
or  change  the  principal of, or the rate or time of payment of interest on any
Note, or affect the time, amount or allocation of any prepayments, or change the
proportion  of  the  principal  amount of the Notes required with respect to any
consent,  amendment, waiver or declaration. Each holder of any Securities at the
time  or thereafter outstanding shall be bound by any consent authorized by this
Section  12.3, whether or not such Securities shall have been marked to indicate
such consent, but any Securities issued thereafter may bear a notation referring
to  any such consent. No course of dealing between the Company and the holder of
any  Securities  nor  any  delay in exercising any rights hereunder or under any
Securities  shall  operate  as  a  waiver  of  any  rights of any holder of such
Securities.  As  used herein and in the Securities, the term "this Restructuring
Agreement"  and references thereto shall mean this Restructuring Agreement as it
may  from  time  to  time  be  amended  or  supplemented.

     12.4  FORM,  REGISTRATION,  TRANSFER AND EXCHANGE OF NOTES; LOST NOTES. The
Notes  are  issuable  as registered notes without coupons in denominations of at
least  $100,000,  except as may be reasonably necessary to reflect any principal
amount  not  evenly  divisible  by  $100,000.  The  Company  shall  keep  at its
principal  office  a  register  in  which  the  Company  shall  provide  for the
registration  of  Notes  and  of  transfers  of  Notes.  Upon  surrender  for
registration of transfer of any Note at the principal office of the Company, the
Company shall, at its expense, execute and deliver one or more new Notes of like
tenor  and  of a like aggregate principal amount, registered in the name of such
transferee  or  transferees.  At the option of the holder of any Note, such Note
may  be  exchanged  for  other  Notes  of  like  tenor  and  of  any  authorized
denominations,  of a like aggregate principal amount, upon surrender of the Note
to  be exchanged at the principal office of the Company.  Whenever any Notes are
so  surrendered  for  exchange,  the  Company shall, at its expense, execute and
deliver  the  Notes which the holder making the exchange is entitled to receive.
Every  Note  surrendered  for registration of transfer or exchange shall be duly
endorsed,  or  be accompanied by a written instrument of transfer duly executed,
by the holder of such Note or such holder's attorney duly authorized in writing.


                                       42

Any Note or Notes issued in exchange for any Note or upon transfer thereof shall
carry the rights to unpaid interest and interest to accrue which were carried by
the  Note so exchanged or transferred, so that neither gain nor loss of interest
shall result from any such transfer or exchange.  Upon receipt of written notice
from  the  holder  of  any Note of the loss, theft, destruction or mutilation of
such  Note and, in the case of any such loss, theft or destruction, upon receipt
of  such  holder's  unsecured  indemnity  agreement,  or in the case of any such
mutilation  upon  surrender and cancellation of such Note, the Company will make
and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or
mutilated  Note.

     12.5  PERSONS  DEEMED  OWNERS; PARTICIPATIONS. Prior to due presentment for
registration  of  transfer,  the  Company may treat the Person in whose name any
Note  is  registered  as  the  owner  and holder of such Note for the purpose of
receiving  payment  of  principal of and interest on such Note and for all other
purposes  whatsoever, whether or not such Note shall be overdue, and the Company
shall  not  be  affected  by  notice  to the contrary.  Subject to the preceding
sentence,  the  holder of any Note may from time to time grant participations in
such  Note  to  any  Person on such terms and conditions as may be determined by
such  holder  in  its  sole  and  absolute  discretion,  provided, that any such
                                                         --------
participation  shall  be  in  a  principal  amount  of  at  least  $100,000.

     12.6  SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES; ENTIRE AGREEMENT. All
representations  and  warranties contained herein or in the other Note Documents
or otherwise made in writing by or on behalf of the Company and its Subsidiaries
in connection herewith and therewith shall survive the execution and delivery of
this  Restructuring  Agreement,  the  Notes,  the  Warrants  and  the other Note
Documents,  the  transfer  by  you  of any Note or Warrant or portion thereof or
interest  therein  and  the  payment  of any Note, and may be relied upon by any
Transferee,  regardless of any investigation made at any time by or on behalf of
you  or  any  Transferee.  Subject to the preceding sentence, this Restructuring
Agreement,  the  Notes,  the  Warrants  and  the other Note Documents embody the
entire agreement and understanding between you and the Company and supersede all
prior  agreements  and  understandings  relating  to  the subject matter hereof.

     12.7  SUCCESSORS  AND  ASSIGNS.  All covenants and other agreements in this
Restructuring  Agreement  contained  by  or  on  behalf of either of the parties
hereto  shall  bind  and  inure  to the benefit of the respective successors and
assigns  of  the  parties hereto (including, without limitation, any Transferee)
whether  so  expressed  or  not.

     12.8 DISCLOSURE TO OTHER PERSONS. Except as provided in the second sentence
of this Section 12.8, each holder and each Person that purchases a participation
in  a  Note  or  any  part  thereof  agrees  that it will hold in confidence, in
accordance  with  such  procedures as such holder or Person applies generally to


                                       43

information  of  this kind, any Confidential Information provided by the Company
or  any  Subsidiary;  provided  that  such  holder or Person will be free, after
                      --------
notice  to the Company, to correct any false or misleading information which may
become  public  concerning  the  relationship  of  such  holder or Person to the
Company.  The  Company acknowledges that the holder of any Note, Preferred Stock
or Warrant may deliver copies of any financial statements and other documents or
materials delivered to such holder, and disclose any other information disclosed
to  such  holder, by or on behalf of the Company or any Subsidiary in connection
with  or pursuant to this Restructuring Agreement or the other Note Documents to
(i)  such  holder's  directors,  officers,  employees,  agents  and professional
consultants,  (ii)  any  other  holder  of any Note, Preferred Stock or Warrant,
(iii)  any Person to which such holder offers to sell such Note, Preferred Stock
or  Warrant  or  any  part  thereof, or any Person to which such holder sells or
offers  to sell a participation in all or any part of such Note, Preferred Stock
or Warrant, or any Person from which such holder offers to purchase any security
of  the  Company,  subject to first obtaining an agreement that such Person will
maintain  the  confidentiality  of  such  information  upon  the  same  terms as
contained  herein,  (iv)  any  federal  or  state  regulatory  authority  having
jurisdiction  over  such  holder,  (v)  the  National  Association  of Insurance
Commissioners or any similar organization or (vi) any other Person to which such
delivery  or  disclosure  may  be  reasonably  necessary  or  appropriate (a) in
compliance  with  any  law, rule, regulation or order applicable to such holder,
(b) in response to any subpoena or other legal process or informal investigative
demand or (c) in connection with any litigation to which such holder is a party,
provided  that,  in  each  case, unless prohibited by applicable law, reasonable
--------
prior written notice of the disclosure of such information shall be given to the
Company  .  Each  holder  agrees  to  use  Confidential Information for internal
purposes  only.

     12.9  NOTICES.  All  notices or other communications provided for hereunder
shall  be  in  writing  and  sent  by  first  class mail or nationwide overnight
delivery  service  (with charges prepaid) and (i) if to you, addressed to you at
the  address  specified for such communications on the signature page hereof, or
at  such  other  address  as you shall have specified to the Company in writing,
(ii)  if  to  any  other  holder of any Note or Warrant, addressed to such other
holder  at such address as such other holder shall have specified to the Company
in  writing  or, if any such other holder shall not have so specified an address
to  the  Company, then addressed to such other holder in care of the last holder
of such Note or Warrant which shall have so specified an address to the Company,
and  (iii)  if  to the Company, addressed to it at 777 Post Oak Boulevard, Suite
800, Houston, Texas 77056, Attention:  Chief Financial Officer, or at such other
address  as  the  Company  shall  have  specified  to the holder of each Note or
Warrant  in  writing.

     12.10  PAYMENTS  DUE  ON  NON-BUSINESS DAYS. Anything in this Restructuring
Agreement or the Notes to the contrary notwithstanding, any payment of principal
of or interest on any Note that is due on a date other than a Business Day shall
be  made  on  the  next succeeding Business Day.  If the date for any payment is
extended  to  the  next  succeeding  Business  Day  by  reason  of the preceding
sentence,  the period of such extension shall not be included in the computation
of  the  interest  payable  on  such  Business  Day.

     12.11     SATISFACTION REQUIREMENT.  If any agreement, certificate or other
writing,  or  any  action  taken  or  to  be  taken,  is  by  the  terms of this
Restructuring  Agreement required to be reasonably satisfactory to you or to the
Required  Holder(s), the determination of such satisfaction shall be made by you


                                       44

or  the  Required  Holder(s),  as  the  case  may  be, in the sole and exclusive
judgment  (exercised  in  good  faith)  of  the  Person  or  Persons making such
determination.

     12.12  GOVERNING  LAW.  THIS RESTRUCTURING AGREEMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY,
THE  LAW  OF  THE  STATE  OF  NEW YORK.  This Restructuring Agreement may not be
changed  orally,  but  (subject  to  the  provisions of Section 12.3) only by an
agreement in writing signed by the party against whom enforcement of any waiver,
change,  modification  or  discharge  is  sought.

     12.13     WAIVER  OF  JURY  TRIAL;  CONSENT  TO  JURISDICTION.

          (I)  THE  COMPANY  AND  EACH  HOLDER  OF  SECURITIES HEREBY KNOWINGLY,
     VOLUNTARILY,  AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY
     JURY  IN  ANY  LITIGATION OF ANY CLAIM WHICH IS BASED HEREON, OR ARISES OUT
     OF,  UNDER,  OR IN CONNECTION WITH THIS RESTRUCTURING AGREEMENT, THE NOTES,
     THE  WARRANTS  OR  THE  OTHER  NOTE DOCUMENTS, OR ANY TRANSACTIONS RELATING
     HERETO  OR THERETO, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
     (WHETHER  ORAL OR WRITTEN), OR ACTIONS OF THE COMPANY OR THE HOLDERS OF THE
     SECURITIES WHICH IS BASED HEREON, OR ARISES OUT OF, UNDER, OR IN CONNECTION
     WITH  THIS  RESTRUCTURING  AGREEMENT,  THE NOTES, THE WARRANTS OR THE OTHER
     NOTE DOCUMENTS, OR ANY TRANSACTIONS RELATING HERETO OR THERETO. THE COMPANY
     ACKNOWLEDGES  THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR YOU TO ENTER
     INTO  THIS  RESTRUCTURING  AGREEMENT.

          (II) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS RESTRUCTURING
     AGREEMENT,  THE  NOTES,  THE  WARRANTS,  THE  OTHER  NOTE  DOCUMENTS OR ANY
     TRANSACTIONS  RELATING  HERETO OR THERETO, OR ANY COURSE OF CONDUCT, COURSE
     OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF THE COMPANY
     OR  THE  HOLDERS OF SECURITIES MAY BE BROUGHT IN THE COURTS OF THE STATE OF
     NEW  YORK  OR THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW
     YORK,  AND  THE  COMPANY  HEREBY  ACCEPTS  FOR ITSELF AND IN RESPECT OF ITS
     PROPERTY,  GENERALLY  AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF


                                       45

     THE  AFORESAID  COURTS.  THE  COMPANY  AND EACH HOLDER OF SECURITIES HEREBY
     IRREVOCABLY  WAIVES  ANY  OBJECTIONS,  INCLUDING,  WITHOUT  LIMITATION, ANY
     OBJECTION  TO  THE  LAYING  OF  VENUE  OR BASED ON THE GROUNDS OF FORUM NON
                                                                       ---------
     CONVENIENS,  WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH
     ----------
     ACTION  OR  PROCEEDING  IN  SUCH  RESPECTIVE  JURISDICTIONS.


     12.14  SEVERABILITY.  Any  provision  of  this  Restructuring  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 hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render  unenforceable  such  provision  in  any  other  jurisdiction.

     12.15  DESCRIPTIVE  HEADINGS.  The  descriptive  headings  of  the  several
Sections  of  this Restructuring Agreement are inserted for convenience only and
do  not  constitute  a  part  of  this  Restructuring  Agreement.

     12.16  MAXIMUM  INTEREST PAYABLE. The Company, you and all other holders of
the  Notes  specifically  intend  and agree to limit contractually the amount of
interest  payable  under  this  Restructuring Agreement, the Notes and all other
instruments  and  agreements related hereto and thereto to the maximum amount of
interest lawfully permitted to be charged under applicable law.  Therefore, none
of  the  terms  of  this  Restructuring  Agreement,  the Notes or any instrument
pertaining  to  or  relating  to this Restructuring Agreement or the Notes shall
ever  be  construed  to create a contract to pay interest at a rate in excess of
the  maximum  rate permitted to be charged under applicable law, and neither the
Company, any guarantor nor any other party liable or to become liable hereunder,
under  the  Notes,  any  guaranty  or under any other instruments and agreements
related  hereto  and  thereto shall ever be liable for interest in excess of the
amount determined at such maximum rate, and the provisions of this Section 12.16
shall  control  over  all  other provisions of this Restructuring Agreement, any
Notes,  any  guaranty  or  any other instrument pertaining to or relating to the
transactions  herein  contemplated.  If any amount of interest taken or received
by  you  or  any  holder  of a Note shall be in excess of said maximum amount of
interest  which, under applicable law, could lawfully have been collected by you
or  such  holder incident to such transactions, then such excess shall be deemed
to  have been the result of a mathematical error by all parties hereto and shall
be  refunded  promptly  by  the Person receiving such amount to the party paying
such  amount,  or,  at the option of the recipient, credited ratably against the
unpaid  principal  amount  of  the  Note  or  Notes  held by you or such holder,
respectively.  All  amounts  paid  or  agreed to be paid in connection with such
transactions which would under applicable law be deemed "interest" shall, to the
extent  permitted  by such applicable law, be amortized, prorated, allocated and
spread throughout the stated term of this Restructuring Agreement and the Notes.
"APPLICABLE  LAW"  as used in this Section means that law in effect from time to
time  which  permits  the  charging  and  collection  of the highest permissible
lawful,  nonusurious  rate  of  interest on the transactions herein contemplated
including laws of the State of New York and of the United States of America, and
"MAXIMUM RATE" as used in this Section means, with respect to each of the Notes,
the  maximum  lawful,  nonusurious  rates  of  interest  (if  any)  which  under
applicable  law  may be charged to the Company from time to time with respect to
such  Notes.


                                       46

     12.17  COUNTERPARTS.  This  Restructuring  Agreement may be executed in any
number  of  counterparts,  each  of  which shall be an original but all of which
together  shall  constitute  one  instrument.

     12.18  TRANSFER  RESTRICTIONS.  During  the  period  of the Call Option set
forth  in Section 3.3, you shall not transfer or dispose of the Notes, Preferred
Stock  or,  prior  to  July 1, 2001, Warrants unless (i) you transfer all of the
Notes,  Preferred Stock and, prior to July 1, 2001, Warrants, (ii) such transfer
is  made  to a single transferee, and (iii) such transferee agrees in writing to
be  bound to the provisions and obligations of this Restructuring Agreement.  At
no  time  may  you  transfer  any  of the Notes, Series E Stock, Series F Stock,
Series  G  Stock  or  the Warrants to the "Prohibited Transferees" listed in the
Prudential  Letter.

     12.19  REPRESENTATIONS  RELATING  TO  CALL OPTION. In the event the Company
exercises  its  Call  Option  set forth in Section 3.3, the holder of the Notes,
Preferred  Stock,  and,  as  appropriate,  the  Warrants,  agrees  to  make
representation  as  to  such  holder's  good  title  to  the  Securities  being
repurchased  by  the  Company,  and that such Securities are free of any Lien or
restriction  of  any  kind  generated  by  such  holder.

     12.20  OBSERVER  AND  DIRECTOR.  (a)  Beginning  on  the  date  hereof  and
continuing until such time as (x) none of the Notes, Preferred Stock or Warrants
shall  be outstanding or (y) you shall have transferred such Securities pursuant
to  Section  12.18  hereof,  and  except  for any such period as your designated
representative  is a seated director of the Company pursuant to Section 12.20(b)
hereof,  the  Company  shall (i) permit you to appoint an observer (whom you may
substitute  from  time  to  time  at  your  sole  discretion, upon notice to the
Company,  the  "Observer") to attend (in person or by telephone) all meetings of
the Board of Directors of the Company (the "Board") and committees of the Board,
(ii)  provide  the  Observer with advance notice of each such meeting, including
such  meeting's  time and place, at the same time and in the same manner as such
notice  is  provided to the members of the Board, and (iii) provide the Observer
with copies of all materials, including notices, minutes, consents and regularly
compiled  financial  and  operating data distributed to the members of the Board
and  shall permit the Observer to have the same access to information concerning
the business and operations of the Company, provided that the Observer shall not
                                            --------
participate  in  any  manner  in any portion of a meeting in which the Board (or
committee  of  the Board) discusses, considers or votes to approve any action to
redeem,  repurchase  or  otherwise  refinance  the  Notes,  Preferred  Stock, or
Warrants,  or  which  relates  to  its  rights  and  remedies  relating  to this
Restructuring  Agreement  or  the  other  Note  Documents.

     (b)  Unless  the  Company  has  exercised  its  Call Option as set forth in
Section  3.3(a),  beginning July 2, 2001, you shall have the right to direct the
Company  to appoint your designated representative to serve as a director of the
Company  (and  such  other representative as you shall designate to replace such
person  in  your  sole  discretion, the "Director").  At the next meeting of the
Company's  stockholders,  the  Company will nominate and support the election of
the  Director  to  continue  to serve as a director of the Company.  The Company
shall  continue  to nominate and support the election of the Director until such
time  as:  (i)  none  of  the  Notes,  Preferred  Stock  or  Warrants  shall  be


                                       47

outstanding  or  (ii)  you  shall  have  transferred such Securities pursuant to
Section  12.18  hereof,  at  which  time  the  Director  shall resign his or her
position  as  a  director  of  the Company, provided that the Director shall not
                                            --------
participate  in  any  manner  in any portion of a meeting in which the Board (or
committee  of  the Board) discusses, considers or votes to approve any action to
redeem,  repurchase  or  otherwise  refinance  the  Notes,  Preferred  Stock, or
Warrants,  or  which  relates  to  its  rights  and  remedies  relating  to this
Restructuring  Agreement  or  the  other  Note  Documents.

     12.21  NO  KNOWN  CLAIMS.  (a)  You hereby acknowledge that, upon execution
and  delivery of this Restructuring Agreement by the parties hereto, delivery of
the  Company  Closing  Deliveries  to  you  and  satisfaction  or  waiver of the
Conditions  Precedent,  you  are  unaware  as  of the date hereof of any claims,
rights  or causes of action that may have arisen in connection with the conduct,
actions  or  lack  of  action  by  the Company, Specialty Finance Fund I, LLC or
Comerica  Bank-Texas, and any of its officers, directors, employees, members and
agents  related  to the Purchase Agreement, the 11.28% Notes and the Preexisting
Obligations.

     (b)  The  Company  hereby  acknowledge that, upon execution and delivery of
this  Restructuring  Agreement  by  the  parties hereto, delivery of the Company
Closing  Deliveries  to  you  and  satisfaction  or  waiver  of  the  Conditions
Precedent, the Company is unaware as of the date hereof of any claims, rights or
causes of action that may have arisen in connection with the conduct, actions or
lack of action by you or any of your officers, directors, employees, members and
agents  related  to the Purchase Agreement, the 11.28% Notes and the Preexisting
Obligations.


                                       48

     If  you  are  in  agreement  with  the  foregoing,  please sign the form of
acceptance on the enclosed counterpart of this letter and return the same to the
Company,  whereupon  this  letter  shall  become a binding agreement between the
Company  and  you.

                                  Very  truly  yours,

                                  BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.


                                  By: _____________________________
                                  Title:

The foregoing Agreement is
hereby accepted as of the
date first above written.

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA


By: _____________________________
    Name:
    Title:



Address for Notices:

The Prudential Insurance Company of America
c/o Prudential Capital Group - Corporate & Project Workouts
Four Gateway Center, 7th Floor
100 Mulberry Street
Newark, New Jersey 07102-4069
Attention: Managing Director
Fax No.: (973) 802-2333


                                       49

                                                                       EXHIBIT A
                                                                       ---------


                                 [FORM OF NOTE]

                 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.

                 SENIOR SUBORDINATED NOTE DUE DECEMBER 30, 2005

$7,200,000.00                                                December 28, 2000
                                                            New York,  New York

     FOR  VALUE  RECEIVED,  the  undersigned,  BOOTS  & COOTS INTERNATIONAL WELL
CONTROL,  INC.  (the  "COMPANY"), a corporation organized and existing under the
laws  of  the  State  of  Delaware,  hereby  promises  to  pay to THE PRUDENTIAL
INSURANCE  COMPANY OF AMERICA, or registered assigns, the principal sum of SEVEN
MILLION  DOLLARS  ($7,200,000) plus the amount of Interest Accruals provided for
                               ----
herein  on  December 30, 2005, with interest (computed on the basis of a 360-day
year  comprised of twelve 30-day month) (a) on the unpaid balance thereof at the
rate  of  12%  per  annum  from  the  date hereof, payable quarterly on the last
business  day  of  March,  June,  September  and December in each year (each, an
"Interest  Payment  Date"),  commencing with March 30, 2001, until the principal
hereof shall have become due and payable, and (b) so long as an Event of Default
(as  defined in the Restructuring Agreement referred to below) is continuing, on
the  unpaid  balance  thereof,  and  any  overdue  payment  of interest, payable
quarterly  as  aforesaid  (or, at the option of the registered holder hereof, on
demand),  at  a  rate per annum from time to time equal to the lesser of (a) the
maximum  rate permitted by applicable law or (b) the greater of (i) 2% above the
rate  of interest publicly approved by The Bank of New York at its prime rate or
(ii)  fourteen  percent (14.0%).  In lieu of cash, at the Company's option, upon
at  least  five  Business Days written notice to the holder hereof, interest may
accrue  in  whole  or in part on each Interest Payment Date, until and including
the  December  2002  Interest  Payment  Date,  with such accruals (the "INTEREST
ACCRUALS")  becoming  a  part  of  the  principal  sum  hereof.

     Payments  of  principal  of and interest on this Note are to be made at the
main  office  of The Bank of New York in New York City or at such other place as
the  holder hereof shall designate to the Company in writing, in lawful money of
the  United  States  of  America.


     This  Note  (this  "NOTE")  is  issued  pursuant  to  a  Subordinated  Note
Restructuring  Agreement,  dated  as  of December 28, 2000 (as such agreement is
amended,  supplemented,  restated  or  otherwise modified from time to time, the
"AGREEMENT"),  between  the  Company  and  The  Prudential  Insurance Company of
America, and is entitled to the benefits thereof. Capitalized terms used and not
otherwise defined herein have the meanings assigned to them in the Restructuring
Agreement.

     This  Note  is  a  registered  Note  and,  as provided in the Restructuring
Agreement,  upon  surrender  of  this  Note  for  registration of transfer, duly
endorsed,  or  accompanied by a written instrument of transfer duly executed, by
the  registered  holder  hereof  or  such  holder's  attorney duly authorized in
writing, a new Note of like tenor for a like principal amount will be issued to,
and  registered  in  the  name  of, the transferee. Prior to due presentment for


                                      A - 1

registration  of  transfer,  the Company may treat the person in whose name this
Note  is registered as the owner hereof for the purpose of receiving payment and
for  all  other purposes, and the Company shall not be affected by any notice to
the  contrary.

     This Note is subject to Section 3.3 of the Restructuring Agreement (Company
Call Option), and optional prepayment, in whole or from time to time in part, on
the  terms  specified  in  the  Restructuring  Agreement.

     If  an  Event  of Default, as defined in the Restructuring Agreement, shall
occur and be continuing, the principal of this Note may be declared or otherwise
become  due  and  payable  in  the  manner  and  with the effect provided in the
Restructuring  Agreement.

     The  Company,  and  the  purchaser  and  the registered holder of this Note
specifically  intend  and  agree  to  limit contractually the amount of interest
payable  under this Note to the maximum amount of interest lawfully permitted to
be charged under applicable law. Therefore, none of the terms of this Note shall
ever  be  construed  to create a contract to pay interest at a rate in excess of
the  maximum  rate permitted to be charged under applicable law, and neither the
Company  nor  any other party liable or to become liable hereunder shall ever be
liable for interest in excess of the amount determined at such maximum rate, and
the  provisions  of  Section  12.16 of the Restructuring Agreement shall control
over  any  contrary  provision  of  this  Note.

     THIS NOTE IS INTENDED TO BE PERFORMED IN THE STATE OF NEW YORK AND SHALL BE
CONSTRUED  AND  ENFORCED  IN  ACCORDANCE  WITH  THE  LAW  OF  SUCH  STATE.


                                  BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.


                                  By: _____________________________
                                  Title:


                                      A - 2

================================================================================



                      SUBORDINATED NOTE RESTRUCTURING AGREEMENT

                                       BETWEEN



                    BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.

                                         AND



                     THE PRUDENTIAL INSURANCE COMPANY OF AMERICA



                                 ____________________

                            DATED AS OF DECEMBER 28, 2000
                                 ____________________




TABLE OF CONTENTS (Not Part of Agreement) 1. CASH PAYMENTS 2 1.1 Closing Payment 2 1.2 Credit Facility Payment 2 2. AUTHORIZATION OF ISSUE OF SECURITIES 2 2.1 Authorization of Issue of Notes 2 2.2 Authorization of Issue of Preferred Stock 2 2.3 Authorization of Amendment of Original Warrant and Issue of New Warrants 4 3. TRANSFER OF SECURITIES 4 3.1 Transfer 4 3.2 Closing 5 3.3 Call Option 5 3.4 Original Issue Discount 6 4. CONDITIONS PRECEDENT 6 4.1 Certain Documents 6 4.2 Representations and Warranties; No Default; No Material Adverse Change 8 4.3 Purchase Permitted By Applicable Laws 8 4.4 Proceedings 8 4.5 Related Proceedings 8 4.6 Company Closing Deliverables 8 4.7 Private Placement Number 8 4.8 Fees 8 5. PREPAYMENTS 9 5.1 Optional Prepayment of Notes 9 5.2 Partial Payments Pro Rata 9 5.3 Retirement of Notes 9 5.4 Notice of Prepayments 9 6. AFFIRMATIVE COVENANTS 9 6.1 Affirmative Covenants 9 i 6.2 Financial Statements 10 6.3 Information Required by Rule 144A 13 6.4 Inspection of Property 13 6.5 Covenant to Secure Notes Equally 13 6.6 Taxes, Existence, Regulations, Property, Etc. 13 6.7 Maintenance of Insurance 14 6.8 Maintenance of Directors' and Officers' Insurance 14 6.9 ERISA Compliance 14 6.10 Subsidiaries 14 6.11 Maintenance of Books of Record; Reserves 15 7. NEGATIVE COVENANTS 15 7.1 Financial Covenants 15 (a) Total Debt to EBITDA Ratio 15 (b) EBITDA to Consolidated Interest Expense 15 (c) Year-to-date EBITDA Levels 15 7.2 Limitation on Restricted Payments 15 7.3 Liens, Indebtedness, and Other Restrictions 15 (a) Liens 15 (b) Limitation on Indebtedness 16 (c) Loans and Investments 17 (d) Mergers, Consolidations and Acquisitions, etc. 18 (e) Limitation on Asset Dispositions 18 (f) Sale or Discount of Receivables 18 (g) Transactions With Affiliates 19 (h) Management Compensation Restriction 19 7.4 Nature of Business 19 7.5 Other Agreements 19 7.6 Limitation on Certain Restrictive Agreements 19 7.7 Prohibition Against Layering 19 7.8 Limitation on Subsidiaries Activities 20 ii 8. EVENTS OF DEFAULT 20 8.1 Acceleration 20 8.2 Rescission of Acceleration 23 8.3 Notice of Acceleration or Rescission 23 8.4 Other Remedies 23 9. REPRESENTATIONS, COVENANTS AND WARRANTIES 24 9.1 Organization and Qualification 24 9.2 Financial Statements 24 9.3 Actions Pending 24 9.4 Outstanding Indebtedness 25 9.5 Title to Properties 25 9.6 Possession of Franchises, Licenses 25 9.7 Taxes 25 9.8 Conflicting Agreements and Other Matters 25 9.9 Authorized Capital Stock 26 9.10 Offering of the Securities 26 9.11 ERISA 27 9.12 Governmental Consent 27 9.13 Environmental Compliance 27 9.14 Fiscal Year 27 9.15 Disclosure 27 9.16 Investment Company Act 28 10. SUBORDINATION OF NOTES 28 10.1 Subordination 28 10.2 Obligation of the Company Unconditional 30 10.3 Subrogation 30 10.4 Subordination Definitions 30 11. DEFINITIONS 31 11.1 Terms 31 11.2 Accounting Principles, Terms and Determinations 40 iii 12. MISCELLANEOUS 41 12.1 Note Payments 41 12.2 Expenses 41 12.3 Consent to Amendments 42 12.4 Form, Registration, Transfer and Exchange of Notes; Lost Notes 42 12.5 Persons Deemed Owners; Participations 43 12.6 Survival of Representations and Warranties; Entire Agreement 43 12.7 Successors and Assigns 43 12.8 Disclosure to Other Persons 43 12.9 Notices 44 12.10 Payments Due on Non-Business Days 44 12.11 Satisfaction Requirement 44 12.12 Governing Law 44 12.13 Waiver of Jury Trial; Consent to Jurisdiction 45 12.14 Severability 45 12.15 Descriptive Headings 46 12.16 Maximum Interest Payable 46 12.17 Counterparts 46 12.18 Transfer Restrictions. 46 12.19 Representations Relating to Call Option. 47 12.20 Observer and Director. 47 12.21 No Known Claims 48
iv
INDEX OF DEFINED TERMS 10% STOCK. . . . . . . . . . . . . 4, 40 11.28% NOTES . . . . . . . . . . . 1 AFFILIATE. . . . . . . . . . . . . 31 AGREEMENT. . . . . . . . . . . . . 31, 1 APPLICABLE LAW . . . . . . . . . . 46 ASSET DISPOSITION. . . . . . . . . 31 BANKRUPTCY LAW . . . . . . . . . . 21, 31 BUSINESS DAY . . . . . . . . . . . 31 CALL OPTION PRICE. . . . . . . . . 5 CAPITALIZED LEASE OBLIGATION . . . 31 CHANGE IN CONTROL. . . . . . . . . 32 CLOSING. . . . . . . . . . . . . . 32 CLOSING DATE . . . . . . . . . . . 2 CLOSING PAYMENT. . . . . . . . . . 2 CODE . . . . . . . . . . . . . . . 32 Comerica Facility. . . . . . . . . 7 COMMON STOCK . . . . . . . . . . . 1, 32 COMPANY. . . . . . . . . . . . . . 1 COMPANY CLOSING DELIVERIES . . . . 5 CONFIDENTIAL INFORMATION . . . . . 32 CONSOLIDATED INTEREST EXPENSE. . . 32 CONSOLIDATED NET INCOME. . . . . . 33 CONTROLLED GROUP . . . . . . . . . 33 Conversion Shares. . . . . . . . . 26 CONVERTIBLE SECURITIES . . . . . . 33 Convertible Shares . . . . . . . . 26 CREDIT FACILITY PAYMENT. . . . . . 2 CREDIT FACILITY PAYMENT DATE . . . 2 DATE OF CLOSING. . . . . . . . . . 2, 32 DEFAULT. . . . . . . . . . . . . . 33 DEFAULT SUBORDINATION EVENT. . . . 30 DEFAULT SUBORDINATION NOTICE . . . 30 DOMESTIC SUBSIDIARY. . . . . . . . 33 EBITDA . . . . . . . . . . . . . . 33 ERISA. . . . . . . . . . . . . . . 33 ERISA AFFILIATE. . . . . . . . . . 33 EVENT OF DEFAULT . . . . . . . . . 33 EXCHANGE ACT . . . . . . . . . . . 34 EXECUTIVE COMPENSATION . . . . . . 34 EXECUTIVE OFFICER. . . . . . . . . 34 EXISTING PREFERRED STOCK . . . . . 34 EXISTING SENIOR CREDIT FACILITY. . 34 EXPENSES . . . . . . . . . . . . . 34 EXPENSES CASH PAYMENT. . . . . . . 34 EXPENSES NOTE AMOUNT . . . . . . . 34 FAIR MARKET VALUE. . . . . . . . . 34 GAAP . . . . . . . . . . . . . . . 34, 40 GOVERNMENTAL AUTHORITY . . . . . . 34 GUARANTEE. . . . . . . . . . . . . 34 GUARANTY AGREEMENT . . . . . . . . 39 v HAZARDOUS SUBSTANCE. . . . . . . . 35 INDEBTEDNESS . . . . . . . . . . . 35 INTANGIBLES. . . . . . . . . . . . 35 INTEREST ACCRUALS. . . . . . . . . 1 Interest Payment Date. . . . . . . 1 INVESTMENT . . . . . . . . . . . . 35 investment company . . . . . . . . 28 KNOWLEDGE. . . . . . . . . . . . . 36 LEGAL REQUIREMENT. . . . . . . . . 36 LIEN . . . . . . . . . . . . . . . 36 MATERIAL ADVERSE EFFECT. . . . . . 36 MAXIMUM RATE . . . . . . . . . . . 46 MULTIEMPLOYER PLAN . . . . . . . . 36 NEW SENIOR CREDIT FACILITY . . . . 36 NOTE . . . . . . . . . . . . . . . 1 NOTE DOCUMENTS . . . . . . . . . . 36 NOTES. . . . . . . . . . . . . . . 2, 36 OBLIGATIONS. . . . . . . . . . . . 36 OFFICER'S CERTIFICATE. . . . . . . 37 ORIGINAL WARRANT . . . . . . . . . 1 PARTICIPATION RIGHTS AGREEMENT . . 37 PBGC . . . . . . . . . . . . . . . 37 PERMITTED ACQUISITION. . . . . . . 37 PERMITTED DISPOSITION. . . . . . . 37 PERMITTED INVESTMENTS. . . . . . . 37 PERSON . . . . . . . . . . . . . . 37 PLAN . . . . . . . . . . . . . . . 37 PREEXISTING OBLIGATIONS. . . . . . 1 PREFERRED DIVIDENDS. . . . . . . . 37 PREFERRED STOCK. . . . . . . . . . 3 prohibited transaction,. . . . . . 11 PROPERTY . . . . . . . . . . . . . 38 PRUDENTIAL . . . . . . . . . . . . 38 PRUDENTIAL LETTER. . . . . . . . . 38 PURCHASE AGREEMENT . . . . . . . . 1 PURCHASE PRICE . . . . . . . . . . 1 qualified institutional buyer. . . 13 REGISTRATION RIGHTS AGREEMENT. . . 38 reportable event . . . . . . . . . 11 REQUIRED HOLDER(S) . . . . . . . . 38 Requirements of Environmental Law. 35, 38 RESPONSIBLE OFFICER. . . . . . . . 38 RESTRICTED PAYMENT . . . . . . . . 38 RESTRUCTURING AGREEMENT. . . . . . 1 SCHEDULED PRINCIPAL PAYMENTS . . . 39 SEC. . . . . . . . . . . . . . . . 25 SECURITIES . . . . . . . . . . . . 39 SECURITIES ACT . . . . . . . . . . 39 SENIOR DEBT. . . . . . . . . . . . 39 SERIES A STOCK . . . . . . . . . . 3 SERIES E DESIGNATION . . . . . . . 3 SERIES E PIK SHARES. . . . . . . . 3 SERIES E STOCK . . . . . . . . . . 2 SERIES F STOCK . . . . . . . . . . 3 SERIES G PIK SHARES. . . . . . . . 4 SERIES G STOCK . . . . . . . . . . 3 Series H Stock . . . . . . . . . . 7 SIGNIFICANT HOLDER . . . . . . . . 39 SIGNIFICANT SUBSIDIARY . . . . . . 39 STAND-STILL PERIOD . . . . . . . . 30 SUBORDINATION EVENT OF DEFAULT . . 30 SUBSIDIARY . . . . . . . . . . . . 39 substantial employer . . . . . . . 22, 40 SWAPS. . . . . . . . . . . . . . . 39 TERMINATION EVENT. . . . . . . . . 40 TOTAL DEBT . . . . . . . . . . . . 40 TRANSACTION PARTIES. . . . . . . . 40 TRANSFEREE . . . . . . . . . . . . 40 TRIBUNAL . . . . . . . . . . . . . 40 VOTING STOCK . . . . . . . . . . . 40 WARRANTS . . . . . . . . . . . . . 4, 40 WHOLLY OWNED SUBSIDIARY. . . . . . 40
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