Stock Purchase Agreement - Elmagco Inc., Begemann Inc. and Boots & Coots International Well Control Inc.


                                FIRST AMENDMENT
                          TO STOCK PURCHASE AGREEMENT

     This First Amendment to Stock Purchase Agreement (the 'First Amendment')
dated July 15, 1998, is by and among Elmagco, Inc., a Delaware corporation
('Elmagco'), Begemann, Inc., a Delaware corporation ('Seller'), and Boots & Coots International Well Control, Inc., a Delaware corporation ('Buyer').

                              W I T N E S S T H:

     WHEREAS, Elmagco, Seller, and Buyer have entered into that certain Stock
Purchase Agreement dated June 22, 1998 (the 'Purchase Agreement') pursuant to
which Buyer is purchasing from Seller all of the issued and outstanding stock of
Elmagco; and

     WHEREAS, Elmagco, Seller, and Buyer desire to amend the Purchase Agreement
as herein set forth.

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

     1.   Definitions.  Unless the context hereof indicates otherwise, all
capitalized terms used herein shall have the same meaning as such capitalized
terms are defined in the Purchase Agreement.

     2.   Amendment to Defend Terms.  The parties hereto agree that the term
'Subsidiaries' and 'Subsidiary' as used in the Purchase Agreement shall be
defined to include the following entities, both collectively and individually:
(i) Baylor Electronics, Inc. a Texas corporation, (ii) Baylor Controls, Inc., a
Texas corporation, (iii) Baylor Company, a Texas corporation, (iv) Baylor
Limited, a United Kingdom corporation, and (v) Schottel, Inc., a Delaware
corporation.

     3.   Amendment to Section 3.3.  The parties hereto agree that Section 3.3
of the Purchase Agreement shall be amended and replaced in its entirety by the
following paragraph:

          '3.3 Capital of Elmagco.  The authorized capital stock of Elmagco
     consists of 2,000 shares of common stock, having a par value of $1.00 each,
     of which 100 shares are issued and outstanding and 1,000 shares of
     preferred stock, having a par value of $1.00 each, none of which are issued
     and outstanding.  All of the Shares are validly issued, fully paid and non-
     assessable.  There are no outstanding subscriptions, options, rights,
     warrants, convertible securities, or other agreements or commitments
     obligating Elmagco to issue or to transfer from treasury any additional
     shares of its capital stock of any class.'

     4.   Amendment to Schedule 3.5.  The attached Schedule 3.5 is incorporated
herein 

 
and made a part of this Agreement and part of the Purchase Agreement by this
reference. Effective July 15, 1998, the amended Schedule 3.5 shall supersede the
Schedule 3.5 that was attached to the Purchase Agreement on June 22, 1998.

     5.   Ratification.  The terms and provisions as set forth in this First
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Purchase Agreement. Except as expressly modified and superseded by
this First Amendment, the terms and provisions of the Purchase Agreement and any
instruments executed in connection with the Purchase Agreement are hereby
ratified and confirmed and shall continue in full force and effect.  Except as
expressly modified and superseded by this First Amendment, each of the parties
hereto specifically ratifies all representations and warranties made in the
Purchase Agreement and certifies that the representations and warranties made
therein remain true and correct as if the representations and warranties were
made herein as of the date hereof.  Buyer hereby waives any and all claims with
respect to any representation or warranty made in Section 3.3 of the Purchase
Agreement, Section 3.5 of the Purchase Agreement or Schedule 3.5 attached to the
Purchase Agreement, to the extent such claim is based on a representation or
warranty that has been superseded by this First Amendment.

     6.   Extension.

          (a)  The parties hereto agree that the Closing shall take place at
               such time and date, no later than 5:00 p.m. Houston time on July
               23, 1998, as may be mutually agreed upon by Seller and Buyer, or,
               if Seller and Buyer do not otherwise so agree, at 10:00 a.m.
               Houston time on July 23, 1998.  Five o'clock p.m. Houston time,
               on July 23, 1998 is hereinafter referred to as the 'New Closing
               Deadline.'

          (b)  In consideration of Seller's agreement to extend the date of
               Closing beyond July 15, 1998, Buyer shall pay to Seller upon
               execution of this First Amendment by Elmagco, Buyer, and Seller
               the amount of $500,000.00 (the 'Extension Fee') by wire transfer
               to Seller's counsel, Winstead Sechrest & Minick P.C. Buyer
               unconditionally and irrevocably authorizes Winstead Sechrest & Minick P.C. to disburse the Extension Fee to Seller. The
               Extension Fee is non-refundable, but shall be applied to the cash
               portion of the Purchase Price at Closing if Seller receives the
               cash portion of the Purchase Price prior to the New Closing
               Deadline (receipt by Seller of the cash portion of the Purchase
               Price is hereinafter referred to as 'Funding').

          (c)  If Funding does not occur by the New Closing Deadline, Seller
               shall be entitled to: (i) terminate the Purchase Agreement and
               retain the Extension Fee; (ii) receive and recover from Buyer the
               breakup fee pursuant to, and subject to the conditions of,
               Section 2.3 of the Purchase Agreement, except that the parties
               hereto agree that such break up fee shall be reduced by the
               amount of the Extension Fee.

 
          (d)  In addition to the foregoing, the Purchase Price and the cash
               portion thereof due at Closing shall be increased by $27,000,000,
               multiplied by Comerica Bank-Texas' base rate on July 15, 1998,
               divided by 365, multiplied by the number of days after July 15,
               1998 through and including the date on which Funding occurs.

     7.   Execution Counterparts.  This First Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same
instrument.

     8.   Governing Law.  This First Amendment shall be governed by and
construed in accordance with the internal laws of the State of Texas.

     9.   Successors and Assigns.  This First Amendment is binding upon and
shall inure to the benefit of Elmagco, Seller, Buyer, and their respective
successors and assigns.

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

     11.  NO ORAL AGREEMENTS.  THIS FIRST AMENDMENT, WHEN TAKEN TOGETHER WITH
THE PURCHASE AGREEMENT AND THE SCHEDULES THERETO, CONSTITUTE THE ENTIRE
AGREEMENT AMONG THE PARTIES CONCERNING THE SUBJECT MATTER HEREOF AND SUPERSEDES
ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER
WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE
CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS
BETWEEN THE PARTIES HERETO.

EXECUTED this 15th day of July, 1998.

                                   ELMAGCO, INC.



                                        By:
                                        H.B. Payne, Jr.
                                        President and Chief Executive Officer


                                   BEGEMANN, INC.



                                        By:
                                        James H. McTurnan
                                        President


                                   BOOTS & COOTS INTERNATIONAL WELL
                                   CONTROL, INC.



                                        By:
                                        Larry H. Ramming
                                        Chairman of the Board