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Published: 2008-03-26

Stock Purchase Agreement - Boots & Coots International Well Control Inc., IWC Services Inc., ABASCO Inc., and LaSalle Cattle Co. Ltd.



                           STOCK PURCHASE AGREEMENT

     This Stock Purchase Agreement is made and entered into this 25th day of 
September, 1997 between and among Boots & Coots International Well Control, 
Inc., a Delaware Corporation whose principal executive office is located at 5151
San Felipe, Suite 450, Houston, Texas 77056 (referred to herein as 'Boots & Coots'), IWC Services, Inc., a Texas corporation whose principal executive 
office is located at 5151 San Felipe, Suite 450, Houston, Texas 77056 ('IWC 
Services') ABASCO, Inc., a Texas Corporation whose principal executive office is
located at Three Riverway, Suite 750, Houston, Texas 77056 (referred to herein 
as 'ABASCO') and LaSalle Cattle Company, Ltd., a Texas Limited Partnership which
is the beneficial owner of 100% of the issued and outstanding equity securities 
of ABASCO ('LaSalle').

     WHEREAS, LaSalle owns, and has the unrestricted right to sell, transfer and
convey, one hundred percent (100%) of the issued and outstanding capital stock 
of ABASCO; and

     WHEREAS, IWC Services wishes to acquire one hundred percent (100%) of the 
issued and outstanding capital stock of ABASCO, in exchange for authorized but 
unissued shares of the $.00001 par value common stock ('Common Stock') of Boots 
& Coots; and

     WHEREAS, LaSalle has agreed to sell one hundred percent (100%) of the 
issued and outstanding capital stock of ABASCO to IWC Services in exchange for 
authorized but unissued Common Stock of Boots & Coots, and

     WHEREAS, Boots & Coots, ABASCO and LaSalle wish to formalize the 
above-mentioned agreement and thereafter accomplish the transactions 
contemplated herein on the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the premises and of the mutual 
covenants hereinafter set forth, the parties hereto have agreed and by these 
presents do hereby agree as follows:

     1. REPRESENTATIONS AND WARRANTIES OF ABASCO AND LASALLE. ABASCO and LaSalle
hereby jointly and severally make the following express representations and 
warranties to Boots & Coots and IWC Services:

          (a) ABASCO is a corporation duly organized, validly existing and in
     good standing under the laws of the State of Texas and has the corporate
     power to own its property and carry on its business in the State of Texas.
     Certified copies of ABASCO's Certificate of Incorporation and By-Laws have
     heretofore been furnished to Boots & Coots by LaSalle and all such copies
     are true, correct and complete copies of the original Certificate of
     Incorporation and By-Laws, including all amendments thereto.

          (b) ABASCO has the corporate authority to issue a total of 1,000
     shares of no par value Common Stock, of which 1,000 shares have been
     validly issued, are now outstanding and are held of record and beneficially
     by LaSalle. All of said shares have been duly and validly issued, are free
     and clear of any lien or other encumbrances, and will be delivered to


 
IWC Services free and clear of any lien or other encumbrance on the Closing Date
specified herein.

     (c) There are no outstanding subscriptions, options, warrants, calls, 
commitments, obligations or agreements relating to any of the authorized or 
outstanding capital stock of ABASCO. LaSalle owns all of the issued and 
outstanding shares of the stock of ABASCO free and clear of all liabilities, 
liens, encumbrances, pledges, trusts, voting trusts or stockholders' agreements,
equities, charges, options, conditional sale or title retention agreements, 
covenants, restrictions, reservations, commitments, obligations or other burdens
or encumbrances of any nature whatsoever, and the consummation of the purchase 
and sale contemplated by this Agreement will transfer to Boots & Coots good and 
marketable title to such stock free and clear of any such items.

     (d) LaSalle is a limited partnership duly organized, validly existing and 
in good standing under the laws of the State of Texas, has the power to own its 
property and carry on its business in the State of Texas, and has full power 
and authority to sell, assign and transfer all shares of ABASCO's Common Stock 
upon the terms and conditions provided for in this Agreement.

     (e) ABASCO was incorporated by LaSalle on September 23, 1997 and in 
connection therewith LaSalle assigned to ABASCO, as consideration for the 
issuance of 1,000 shares of ABASCO's common stock, its contractual rights (the 
'Contractual Rights') to purchase all of the operating assets of ITS 
Environmental Services, Inc. ('ITS'), a wholly-owned subsidiary of International
Tool & Supply Company, Inc. on the terms set forth in the Asset Purchase 
Agreement between LaSalle and ITS attached hereto as Exhibit A (the 'Asset 
Purchase Agreement').

     (f) Except for the organization and assignment transactions as specified 
above, ABASCO has not:

          (1) issued any shares of its capital stock or any stock purchase or 
     similar rights;

          (2) paid or declared any dividends or distributions of capital,
     surplus or profits with respect to any of its issued and outstanding shares
     of capital stock;

          (3) paid or agreed to pay any consideration in redemption of any of 
     its issued and outstanding shares of capital stock; or

          (4) entered into any other transaction or agreement which would, or
     might, materially impair the shareholder's equity of ABASCO or the
     Contractual Rights.

     (g) There are no suits, actions, claims, inquiries or investigations by any
person, or any legal, administrative or arbitration proceedings in which ABASCO 
is engaged or which are pending or, to the best knowledge of LaSalle (after due 
inquiry), threatened against or affecting ABASCO or any of its properties, 
assets or business, or to which ABASCO is or might become a party, or which 
question the validity or legality of the transactions



 
contemplated herein, (ii) no basis or grounds for any such suit, action, claim, 
inquiry, investigation or proceeding exists, and (iii) there is no outstanding 
order, writ, injunction or decree of any governmental authority against or 
affecting ABASCO or any of its properties, assets or business.

     (h) LaSalle's assignment of its rights under the Asset Purchase Agreement 
to ABASCO is binding and legally enforceable against LaSalle and ABASCO has good
and marketable title to the Asset Purchase Agreement and all of LaSalle's 
interest therein free and clear of any and all liens, encumbrances or 
restrictions, subject only to the terms hereof.

     (i) There are no unpaid assessments or proposed assessments of Federal 
income taxes pending against ABASCO.

     (j) LaSalle is acquiring the Common Stock of Boots & Coots solely for its 
own account, for investment, and not with a view to any subsequent 
'distribution' thereof within the meaning of that term as defined in the 
Securities Act of 1993, as amended (said Act and rules and regulations 
promulgated thereunder being hereinafter referred to as the 'Act'). LaSalle 
understands that the Common Stock of Boots & Coots has not been registered under
the Act or the securities laws of any State ('State Act') by reason of specific
exemptions therefrom, which exemptions depend in part upon LaSalle's subjective
investment intent as expressed herein, and that such Common Stock will be
'restricted securities' and transferable by LaSalle only in certain limited
circumstances.

     (k) LaSalle hereby represents and warrants to Boots & Coots that it is an 
'Accredited Investor' as such term is defined in Regulation D promulgated under 
the Act and that it is able to bear the economic risks of an investment in the 
Common Stock and is able to protect its own interests in an investment of this 
nature.

     (l) LaSalle has no employee, consulting or other contractual commitments 
and neither has nor participates in any employee benefit plans (including, but 
not limited to, pension plans and health or welfare plans), arrangements or 
understandings, whether formal or informal.

     (m) The Asset Purchase Agreement is a valid, binding and enforceable 
agreement of the parties thereto, in full force and effect in accordance with 
its terms and conditions and there is no existing default thereunder or breach 
thereof by ABASCO or by any other party to the Asset Purchase Agreement. The 
assignment of the Asset Purchase Agreement to LaSalle and the transactions 
contemplated herein are not contrary to, and are permitted by, agreements, oral 
or written, with ITS Environmental Services, Inc., and the terms of the Asset 
Purchase Agreement. Copies of all of the documents (or in the case of oral 
commitments, descriptions of the material terms thereof) relevant to the Asset 
Purchase Agreement have been delivered by LaSalle to Boots & Coots.

    (n) LaSalle has full legal right, power and authority to enter into and 
deliver this Agreement and to consummate the transactions set forth herein and 
to perform all the terms and conditions hereof to be performed by it. The 
execution and delivery of this Agreement by LaSalle and the performance of the 
transactions contemplated herein have been duly and 


 
     validly authorized by all requisite action of LaSalle, and this Agreement
     has been duly and validly executed and delivered by LaSalle and is the
     legal, valid and binding obligation of LaSalle, enforceable against LaSalle
     in accordance with its terms, except as limited by applicable bankruptcy,
     moratorium, insolvency or other similar laws affecting generally the rights
     of creditors or by principles of equity.

          (o) None of ABASCO, its business or its assets are now, nor have any
     of ABASCO, its business or its assets been in the past, in violation of any
     applicable governmental requirement related to environmental protection,
     air pollution, hazardous materials or other similar matters.

          (p) There are no material facts, liabilities or matters not disclosed
     in this Agreement or in the Schedules hereto which might reasonably affect
     the willingness of a purchaser to acquire the stock of ABASCO on the terms
     (including price) contained herein or that might be expected to adversely
     affect ABASCO after Closing.

ABASCO and LaSalle further represent and warrant that all of the representations
and warranties set forth above are true as of the date of this Agreement, shall 
be true at the Closing Date and shall survive the closing for a period of three 
(3) years from the Closing Date.

     2. REPRESENTATIONS AND WARRANTIES OF BOOTS & COOTS. Boots & Coots hereby 
makes the following express representations and warranties to LaSalle:

          (a) Boots & Coots is a corporation duly organized, validly existing
     and in good standing under the laws of the State of Delaware and has the
     corporate power to own its properties and carry on its business as now
     being conducted. IWC Services is a corporation duly organized, validly
     existing and in good standing under the laws of the State of Texas and has
     the corporate power to own its properties and carry on its business as now
     being conducted. Certified copies of Boots & Coots' Certificate of
     Incorporation and By-Laws have heretofore been furnished to LaSalle by
     Boots & Coots, and all such copies are true, correct and complete copies of
     the Certificate of Incorporation and By-Laws including all amendments
     thereto.

          (b) Boots & Coots has recently completed a private placement of
     7,475,000 shares of its Common Stock at a price of $1 per share pursuant to
     the terms and conditions set forth in a Private Offering Memorandum dated
     August 7, 1997, a copy of which is attached hereto as Exhibit B and
     incorporated herein by reference. Such Private Offering Memorandum
     discloses all material facts relating to the business and financial
     condition of Boots & Coots and does not omit any material fact required to
     be disclosed therein in order to make the disclosures in the Private
     Offering Memorandum, in light of the circumstances under which they were
     made, not materially false or misleading. Since the date of the Private
     Offering Memorandum, and except as disclosed therein, Boots & Coots has
     not:

               (1) issued any additional shares of its Common Stock, or any 
          options to acquire such stock, to any person;


 
               (2) paid or declared any dividends or distributions of capital,
          surplus, or profits with respect to any of its issued and outstanding
          shares of Common Stock;

               (3) paid or agreed to pay any consideration in redemption of any
          of its issued and outstanding shares of Common Stock; or

               (4) entered into any other transaction or agreement which would,
          or might, materially impair the shareholder's equity of Boots & Coots
          as reflected in such Balance Sheet.

          (c) Boots & Coots has the corporate power and authority to execute and
     perform all of its duties and obligations under the terms of this Agreement
     and to issue and deliver to LaSalle the shares of Common Stock that are
     required to be issued and delivered under the terms of this Agreement.

          (d) The execution and delivery of this Agreement and the issuance of
     Common Stock required to be issued hereunder have been duly authorized by
     all necessary corporate action of Boots & Coots and neither the execution
     nor delivery of this Agreement nor the issuance of Common Stock nor the
     performance, observance or compliance with the terms and provisions of this
     Agreement will violate any provision of any law applicable to Boots & Coots
     (other than federal or state securities laws, as to which no representation
     is made), any order of any court or other governmental agency, the
     Certificate of Incorporation or By-Laws of Boots & Coots or any indenture,
     agreement or other instrument to which Boots & Coots is a party, or by
     which it or any of its property is bound.

          (e) Boots & Coots is not involved in any pending or threatened
     litigation which would, or might, materially and adversely affect its
     financial condition and which has not been

               (1) provided for in its financial statements; or

               (2) disclosed in the Private Offering Memorandum.

          (f) There are no unpaid assessments or proposed assessments of U.S.
     Federal income taxes pending against Boots & Coots. All liabilities for
     U.S. Federal and State income or franchise taxes, as shown on the tax
     returns filed, or to be filed, by Boots & Coots, have been paid or the
     liability therefor has been provided for in the financial statements
     included in the Private Offering Memorandum and all U.S. Federal and State
     income or franchise taxes for periods subsequent to the periods covered by
     said returns likewise have been paid or adequately accrued.

          (g) The shares of Common Stock which will be delivered to LaSalle
     pursuant to the terms of this Agreement will, on delivery in accordance
     with the terms hereof, be duly authorized, validly issued, fully paid and
     nonassessable.

Boots & Coots further represents and warrants that all of the representations 
and warranties set forth above are true as of the date of this Agreement, shall 
be true at the Closing Date and shall survive the closing for a period of three 
(3) years from the Closing Date.


 
     3.  CONDITIONS TO THE OBLIGATIONS OF BOOTS & COOTS.  The obligations of 
Boots & Coots hereunder shall be subject to the following conditions:

         (a)  The representations and warranties made by ABASCO or LaSalle
     herein shall be true and correct in all material respects and all the terms
     and conditions of this Agreement to be performed and complied with by
     ABASCO and LaSalle have been performed and complied with.

         (b)  There shall have been no material adverse changes in the financial
     condition, business or assets of ABASCO prior to the Closing Date and there
     shall have been no material adverse changes in the financial condition,
     business or assets of ITS that are the subject of the Asset Purchase
     Agreement.

         (c)  Boots & Coots shall have received the opinion of legal counsel for
     ABASCO and LaSalle to the effect that

              (1)  ABASCO is a corporation duly organized, validly existing and
         in good standing under the laws of Texas and has the power and
         authority to own its properties and to carry on its business as
         presently conducted:

              (2)  The Asset Purchase Agreement a binding and legally
         enforceable agreement to purchase all of the operating assets of ITS
         under the terms and conditions set forth in the Asset Purchase
         Agreement and ABASCO has good and marketable title to the Asset
         Purchase Agreement free and clear of any and all liens, encumbrances
         or restrictions;
         
              (3)  ABASCO's outstanding Common Stock is validly issued, fully 
         paid and nonassessable;

               (4)  This Agreement has been duly executed and delivered by 
         ABASCO and LaSalle and constitutes the legal, valid and binding
         obligation of LaSalle enforceable in accordance with its terms.

     4.  CONDITIONS TO THE OBLIGATIONS OF LASALLE.  The obligations of LaSalle 
hereunder are subject to the following conditions:

         (a)  The representations and warranties made by Boots & Coots herein
     shall be true and correct in all material respects and all the terms and
     conditions of this Agreement to be performed and complied with by Boots & Coots have been performed and complied with.

         (b)  There shall have been no material adverse changes in financial 
     condition, business or assets of Boots & Coots.

         (c)  LaSalle shall have received the opinion of legal counsel for Boots
     & Coots, to the effect that:



 
               (1)  Boots & Coots is a corporation duly organized and validly 
          existing under the laws of the State of Delaware and has the power to
          own its properties and carry on its business as presently conducted;

               (2)  the execution, delivery and performance of this Agreement by
          Boots & Coots has been duly authorized by all necessary corporate
          action and this Agreement constitutes a legal, valid and binding
          obligation of Boots & Coots enforceable in accordance with its terms;
          and
   
               (3)  the Common Stock delivered to LaSalle pursuant to the terms
          of this Agreement has been validly issued, is fully paid and
          nonassessable.


     5.  CLOSING DATE.  The closing of this Agreement shall take place at the 
offices of Boots & Coots in Houston, Texas on the 25th day of September, 1997, 
or at such other reasonable time and place as the parties hereto shall agree 
upon.

     6.  EXCHANGE OF SECURITIES.  Subject to the terms and conditions set forth 
herein, and at the Closing referred to in Section 5 hereof Boots & Coots 
will issue and deliver, or cause to be issued and delivered, to and in the name 
of LaSalle certificates evidencing 300,000 shares of the authorized but unissued
shares of Boots & Coot's $0.00001 par value Common Stock and concurrently 
therewith LaSalle shall deliver or cause to be delivered to IWC Services 
certificates evidencing the ownership of 1,000 shares of the issued and
outstanding capital stock of ABASCO, duly endorsed to IWC Services, such shares
representing all of the issued and outstanding capital stock of ABASCO.

     7.  ACTIONS AT THE CLOSING.  At the closing, Boots & Coots and LaSalle will
each deliver, or cause to be delivered, the shares of stock to be exchanged in 
accordance with Section 6 of this Agreement and each party shall pay any and all
issuance, transfer or similar taxes required to be paid in connection with the 
issuance and the delivery of their own securities.  In addition to the 
above-mentioned exchange of certificates, the following actions will take place 
at the closing.

     BOOTS & COOTS WILL DELIVER TO LASALLE:

          (a) Duly certified copies of corporate resolutions and other corporate
     proceedings taken by Boots & Coots to authorize the execution, delivery and
     performance of this Agreement;

          (b)  The opinion of legal counsel provided for in Section 4(c) hereof;

          (c)  A certificate executed by a principal officer of Boots & Coots 
     attesting to the fact that all of the representations and warranties of
     Boots & Coots are true and correct as of the Closing Date and that all of
     the conditions to the obligations of LaSalle which are to be performed by
     Boots & Coots have been performed as of the Closing Date; and




 
          (d) A certificate of corporate good standing for Boots & Coots from 
     the State of Delaware which shall be dated no more than 60 days prior to
     the Closing Date.

          LASALLE AND ABASCO WILL DELIVER TO BOOTS & COOTS:

          (a) The opinion of legal counsel provided for in Section 3(e) hereof;

          (b) A certificate of corporate good standing for ABASCO from the 
     Secretary of State of the State of Texas which shall be dated no more than
     60 days prior to the Closing Date;

          (c) A certificate by a principal officer of ABASCO and LaSalle that 
     each of the representations and warranties of LaSalle and ABASCO are true
     and correct as of the Closing Date and that all of the conditions to the
     obligations of Boots & Coots which are to be performed by ABASCO and
     LaSalle have been performed as of the Closing Date; and

          (d) Resignations of all officers and directors of ABASCO.

     8. CONDUCT OF BUSINESS. Between the date hereof and the Closing Date, 
ABASCO shall conduct its business in the ordinary course consistent with past 
practice and LaSalle will not permit ABASCO to (1) enter into any contract other
than in the ordinary course of business, or (2) declare or make any distribution
in the nature of a dividend or return of capital to LaSalle, without first 
obtaining the written consent of Boots & Coots.

     9. RESTRICTIONS ON TRANSFER. LaSalle understands that because the Common 
Stock has not been registered under the Act or any State Act, it must hold the 
Common Stock indefinitely, and cannot dispose of any or all of the Common Stock 
unless such Common Stock is subsequently registered under the Act and any 
applicable State Act, or exemptions from registration are available. LaSalle 
acknowledges and understands that it has no independent right to require Boots & Coots to register the shares of Common Stock. LaSalle further understands that 
Boots & Coots may, as a condition to the transfer of any of Common Stock, 
require that the request for transfer by LaSalle be accompanied by an opinion of
counsel, in form and substance satisfactory to Boots & Coots, provided at such 
Shareholder's expense, to the effect that the proposed transfer is exempt from 
registration under the Act and any applicable State Act.

     10. REGISTRATION RIGHTS. Under the terms of the Private Offering Memorandum
dated August 7, 1997, Boots & Coots is obligated to file a registration 
statement under the Securities Act of 1933 for the registration of the Common 
Stock issued in connection therewith as promptly as practicable, to use all 
reasonable efforts to have such registration statement declared effective on or 
before March 15, 1998, and to maintain the effectiveness of the registration 
statement for a period of at least 6 months. Boots & Coots hereby agrees to 
include the shares of Common Stock issuable to LaSalle hereunder in such 
registration statement on the same terms and conditions as set forth in the 
Private Offering Memorandum and to grant LaSalle all of the registration rights 
and resale privileges enjoyed by purchasers of the Common Stock described in the
Private Offering Memorandum.

 
     11. RESTRICTIVE LEGEND. All shares of Common Stock which are issued to 
LaSalle pursuant to the terms of this Agreement shall be restricted securities 
within the meaning of Regulation D promulgated under the Act. Boots & Coots 
shall issue stop transfer instructions to the transfer agent for its Common 
Stock with respect to the Stock and shall place the following legend on the 
certificates representing such stock:

          'The shares represented by this certificate have been acquired
          pursuant to a transaction effected in reliance upon an exemption under
          the Securities Act of 1933, as amended (the 'Act'), and have not been
          the subject to a Registration Statement under the Act or any state
          securities act. The securities may not be sold or otherwise
          transferred in the absence of such registration or applicable
          exemption therefrom under the Act or any applicable state securities
          act.'

     12. ACCESS TO INFORMATION. Concurrently herewith, Boots & Coots has 
delivered to LaSalle correct and complete copies of all documents and records 
requested by LaSalle. In addition, LaSalle have had the opportunity to ask 
questions of, and receive answers from, officers and directors of Boots & Coots,
and persons acting on its behalf concerning its business and has received 
sufficient information relating to Boots & Coots to enable it to make an 
informed decision with respect to the acquisition of the Common Stock.

     13. NO SOLICITATION. At no time was LaSalle presented with or solicited by 
any leaflet, public promotion meeting, circular, newspaper or magazine article, 
radio or television advertisement, or any other form of general advertising in 
connection with its acquisition of the Common Stock.

     14. EXPENSES. LaSalle and Boots & Coots shall each pay their respective 
expenses incident to this Agreement and the transactions contemplated herein, 
including all fees of their counsel and accountants, whether or not such 
transactions shall be consummated.

     15. FINDERS. LaSalle shall indemnify and hold Boots & Coots harmless 
against and with respect to all claims or brokerage or other commissions 
relative to this Agreement or the transactions contemplated herein, based on any
agreements, arrangements, or understandings claimed to have been made by LaSalle
or ABASCO with any third party. Boots & Coots shall indemnify and hold LaSalle 
harmless against and with respect to all claims for brokerage or other 
commissions relative to this Agreement or the transactions contemplated herein, 
based in any agreements, arrangements, or understandings claimed to have been 
made by Boots & Coots with any third party. Each party to this Agreement 
represents and warrants to each other party that it has not dealt with and does 
not know of any person, firm or corporation asserting a brokerage, finder's or 
similar claim in connection with the making or negotiation of this Agreement or 
the transactions contemplated herein.

     16. ATTORNEY'S FEES. In the event of any litigation among the parties 
related to this Agreement, the prevailing party shall be entitled to reasonable 
attorney's fees and costs to be fixed by the Court, said fees to include appeal 
and collection of judgment.

     17. INDEMNIFICATION.

 
          (a) LaSalle covenants and agrees that it will indemnify, hold harmless
     and defend Boots & Coots and IWC Services and their respective officers,
     directors, employees, agents, consultants, representatives and affiliates
     (collectively, the 'Purchaser Indemnified Parties'), at all times from and
     after the date of this Agreement, from and against any and all penalties,
     demands, damages, punitive damages, losses, liabilities, suits, costs,
     costs of any settlement or judgment, claims of any and every kind
     whatsoever (including, without limitation, interest and penalties thereon),
     and expenses (including, without limitation, reasonable attorneys' fees) of
     or to any of the Purchaser Indemnified Parties ('Damages'), which may now
     or in the future be paid, incurred or suffered by or asserted against the
     Purchaser Indemnified Parties by any person or entity resulting or arising
     from or incurred in connection with any one or more of the following:

               1. any material misrepresentation, breach of warranty or 
          nonfulfillment of any covenant or agreement on the part of LaSalle
          under this Agreement or from any misrepresentation in or omission from
          any list, schedule, certificate or other instrument furnished or to be
          furnished to Boots & Coots pursuant to the terms of this Agreement. If
          any representation or warranty or any covenant or agreement herein
          contains any materiality qualifier with respect thereto, then any
          materiality qualifier in such provision with respect thereto shall be
          deemed not to apply and shall be read and interpreted as if the
          qualification stated herein with respect to materiality was not
          contained therein; and

               2. all actions, suits, proceedings, demands, assessments, 
          adjustments, costs and expenses (including costs of court and
          reasonable attorneys' fees) incident to any of the foregoing.

     (b) Boots & Coots and IWC Services covenant and agree that they will
indemnify, hold harmless and defend LaSalle and its officers, directors,
employees, agents, consultants, representatives and affiliates (collectively,
the 'Seller Indemnified Parties'), at all times from and after the date of this
Agreement, from and against any and all penalties, demands, damages, punitive
damages, losses, liabilities, suits, costs, costs of any settlement or judgment,
claims of any and every kind whatsoever (including, without limitation, interest
and penalties thereon), and expenses (including, without limitation, reasonable
attorneys' fees) of or to any of the Seller Indemnified Parties ('Damages'),
which may now or in the future be paid, incurred or suffered by or asserted
against the Seller Indemnified Parties by any person or entity resulting or
arising from or incurred in connection with any one or more of the following:

          1. any material misrepresentation, breach of warranty or
     nonfulfillment of any covenant or agreement on the part of Boots & Coots or
     IWC Services under this Agreement or from any misrepresentation in or
     omission from any list, schedule, certificate or other instrument furnished
     or to be furnished to LaSalle pursuant to the terms of this Agreement. If
     any representation or warranty or any covenant or agreement herein contains
     any materiality qualifier with respect thereto, then any materiality
     qualifier in such provision with respect thereto shall be deemed not to
     apply and shall be read


 
             and intepreted as if the qualification stated herein with
             respect to materiality was not contained therein; and

          2. all actions, suits, proceedings, demands, assessments, adjustments,
     costs and expenses (including costs of court and reasonable attorneys' 
     fees) incident to any of the foregoing.

     (c) Upon the discovery of facts giving rise to a claim for indemnity under 
the provisions of this Agreement, including receipt by any Seller Indemnified 
Party or Purchaser Indemnified Party (collectively, 'Indemnified Parties') of 
notice of any demand, assertion, claim, action or proceeding, judicial or 
otherwise, by any person with respect to any matter as to which any of the 
Indemnified Parties are entitled to indemnity under the provisions of this 
Agreement (such actions being collectively referred to herein as the 'Claim'), 
such party will give prompt notice thereof in writing to the indemnifying party 
together with a statement of such information respecting any of the foregoing as
it shall then have; provided that any delay in giving or failure to give such 
notice shall not limit the Indemnified Party's rights to indemnity hereunder 
execpt to the extent that the indemnifying party is shown to have been damaged 
by such delay or failure.

     (d) With respect to any Claim, the indemnifying party shall assume the 
defense of any such proceeding, and shall have the sole discretion to settle or 
defend any proceeding; provided that the Indemnified Party shall have the right 
to approve any such settlement, which approval shall not be unreasonably 
withheld and the indemnifying party shall pay the fees of one firm of defense 
counsel unless such counsel determines a conflict exists in which case the 
Indemnified Party shall have the right to engage separate counsel.

     (e) The indemnifying party shall promptly pay to the Indemnified Party in 
cash the amount of any Damages to which such Indemnified Parties may become 
entitled by reason of the provisions of this Agreement.

     18. MISCELLANEOUS

     (a) This Agreement shall be controlled, construed and enforced in 
accordance with the laws of the State of Texas.

     (b) This Agreement shall not be assignable by either party without prior 
written consent of the other.

     (c) All paragraph headings herein are inserted for convenience only. This 
Agreement may be executed in several counterparts, each of which shall be deemed
an original, which together shall constitute one and the same instrument.

     (d) This Agreement sets forth the entire understanding between the parties,
there being no terms, conditions, warranties or representations other than those
contained herein, and no amendments hereto shall be valid unless made in writing
and signed by the parties hereto.


 
          (e) This Agreement shall be binding upon and shall inure to the
     benefit of the heirs, executors, administrators and assigns of Boots & Coots and LaSalle.

          (f) All notices, requests, instructions, or other documents to be 
     given hereunder shall be in writing and sent by registered mail:

              IF TO LASALLE:                     WITH COPIES TO:

              LaSalle Cattle Company, Ltd.
              3 Riverway, Suite 750
              Houston, Texas 77056

              IF TO BOOTS & COOTS:               WITH COPIES TO:

              Boots & Coots International Well   Charles T. Phillips, esq.
               Control, Inc.                     5151 San Felipe, Suite 460
              5151 San Felipe, Suite 450         Houston, Texas 77056
              Houston, Texas 77056
              Attention: Larry H. Ramming

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


BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.



By: /s/ Brian Krause
   -------------------------------
   Its President


ABASCO, INC.                           LASALLE CATTLE COMPANY, LTD.



By: /s/ Gregory Brown                  By: /s/ Gregory Brown
   -------------------------------        -----------------------------
   Its President                          Its General Partner