Registration Rights Agreement - Boots & Coots International Well Control Inc. and The Prudential Insurance Co. of America


                         REGISTRATION RIGHTS AGREEMENT



     REGISTRATION RIGHTS AGREEMENT, dated as of July 23, 1998, between BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC., a Delaware corporation (the 'COMPANY'),
and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (the 'PURCHASER').


     1.  Background.  The Company and the Purchaser have entered into that
certain Subordinated Note and Warrant Purchase Agreement (the 'PURCHASE
AGREEMENT'), dated as of the date hereof, pursuant to which the Company has
agreed, among other things, to issue and sell its Common Stock Purchase Warrants
(the 'WARRANTS'), evidencing rights to purchase an aggregate of 3,165,396
shares(subject to adjustment as provided therein) of the Company's common stock,
par value $0.00001 per share (the 'COMMON STOCK'). This agreement shall become
effective upon the issuance of such Warrants.

     2.  Registration under Securities Act, etc.

     2.1.  Registration on Request.

     (a) Request by Holders of Warrants or Registrable Securities.  At any time
after July 23, 2000, the Requisite Holders may request in writing that the
Company effect the registration under the Securities Act of the number of
Registrable Securities held by the Requisite Holders and specified in such
request, provided, that such number shall constitute at least 33 1/3% of the
aggregate number of Registrable Securities.  Such request shall specify the
intended method of disposition thereof and whether or not such requested
registration is to be an underwritten offering. Promptly after receiving such
request, the Company will give written notice of such requested registration to
all other holders of Warrants or Registrable Securities and thereupon the
Company will use its best efforts to effect the registration under the
Securities Act of:

               (i) the Registrable Securities which the Company has been so
     requested to register by such holders, and

               (ii) all other Registrable Securities which the Company has been
     requested to register by such other holders of Warrants or Registrable
     Securities by written request given to the Company within 30 days after the
     giving of such written notice by the Company (which request shall specify
     the intended method of disposition of such 

 
     Registrable Securities), all to the extent requisite to permit the
     disposition (in accordance with the intended methods thereof as aforesaid)
     of the Registrable Securities so to be registered.

Notwithstanding the foregoing, if at the time of any request to register
Registrable Securities pursuant to this Section 2.1(a) the Company is engaged in
a registered public offering or is otherwise engaged in a merger or acquisition
which, in the good faith determination of the Board of Directors of the Company,
would be materially adversely affected by the requested registration to the
material detriment of the Company, then the Company may at its option direct
that such request be delayed for a reasonable period not in excess of (x) 90
days from the effective date or termination of such offering or (y) 90 days from
the date of completion or termination of such merger or acquisition, as the case
may be, such right to delay a request to be exercised by the Company not more
than once during the period in which this Agreement is in effect; provided,
however, that if the Company does not file or abandons its plan for a registered
offering or merger or acquisition, then such request shall promptly proceed;
provided, further, that if the Company exercises its right to delay a request
within the one-year period immediately preceding the expiration date of the
Warrants, the Company, concurrently with the exercise of its right to delay such
request, shall extend such expiration date by an additional two years.

          (b) Registration of Other Securities.  Whenever the Company shall
effect a registration pursuant to this Section 2.1 in connection with an
underwritten offering by one or more holders of Registrable Securities, no
securities other than Registrable Securities shall be included among the
securities covered by such registration unless (a) the managing underwriter of
such offering shall have advised each holder of Registrable Securities to be
covered by such registration (and each holder of Warrants therefor) in writing
that the inclusion of such other securities would not adversely affect such
offering or (b) the holders of all Registrable Securities to be covered by such
registration (and the holders of all Warrants therefor) shall have consented in
writing to the inclusion of such other securities.

          (c) Registration Statement Form.  Registrations under this Section 2.1
shall be on such appropriate registration form of the Commission (i) as shall be
selected by the Company and as shall be reasonably acceptable to the Requisite
Holders and (ii) as shall permit the disposition of such Registrable Securities
in accordance with the intended method or methods of disposition specified in
their request for such registration.  The Company agrees to include in any such
registration statement all information which holders of Registrable Securities
being registered (or holders of Warrants therefor) shall reasonably request.

          (d) Expenses.  The Company will pay all Registration Expenses in
connection with any registration requested pursuant to this Section 2.1.

          (e) Effective Registration Statement.  A registration requested
pursuant to this Section 2.1 shall not be deemed to have been effected (i)
unless a registration statement with respect 

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thereto has become effective, (ii) if after it has become effective, such
registration is interfered with by any stop order, injunction or other order or
requirement of the Commission or other governmental agency or court for any
reason, or (iii) if the conditions to closing specified in the purchase
agreement or underwriting agreement entered into in connection with such
registration are not satisfied.

          (f) Selection of Underwriters.  If a requested registration pursuant
to this Section 2.1 involves an underwritten offering, the underwriter or
underwriters thereof shall be selected by the Company with the approval of the
Requisite Holders.

          (g) Priority in Requested Registrations.  If a requested registration
pursuant to this Section 2.1 involves an underwritten offering, and the managing
underwriter shall advise the Company in writing (with a copy to each holder of
Warrants or Registrable Securities requesting registration) that, in its
opinion, the number of securities requested to be included in such registration
exceeds the number which can be sold in such offering within a price range
acceptable to the Requisite Holders, the Company will include in such
registration to the extent of the number which the Company is so advised can be
sold in such offering Registrable Securities requested to be included in such
registration, pro rata among the holders of Registrable Securities (or Warrants
therefor) requesting such registration on the basis of the percentage of such
Registrable Securities held by or issuable to such holders.  In connection with
any registration as to which the provisions of this clause (g) apply, no
securities other than Registrable Securities shall be covered by such
registrations, including, without limitation, securities that would otherwise be
includible under clause (b) of this Section 2.1.

          The holders of Warrants or Registrable Securities shall be entitled to
only one requested registration pursuant to this Section 2.1.

          2.2. Incidental Registration.

          (a) Right to Include Registrable Securities.  If the Company at any
time proposes to register any of its securities under the Securities Act (other
than by a registration on Form S-4 or S-8 or any successor or similar form and
other than pursuant to Section 2.1), whether or not for sale for its own
account, it will each such time give prompt written notice to all holders of
Warrants or Registrable Securities of its intention to do so and of such
holders' rights under this Section 2.2. Upon the written request of any such
holder made within 30 days after the receipt of any such notice (which request
shall specify the Registrable Securities intended to be disposed of by such
holder and the intended method of disposition thereof), the Company will use its
best efforts to effect the registration under the Securities Act of all
Registrable Securities which the Company has been so requested to register by
the holders thereof, provided that if, at any time after giving written notice
of its intention to register any securities and prior to the effective date of
the registration statement filed in connection with such registration, the
Company shall determine for any reason not to register or to delay registration
of such securities, the Company may, at its election, give written notice of

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such determination to each holder of Warrants or Registrable Securities and,
thereupon, (i) in the case of a determination not to register, shall be relieved
of its obligation to register any Registrable Securities in connection with such
registration (but not from its obligation to pay the Registration Expenses in
connection therewith), without prejudice, however, to the rights of any holder
or holders of Warrants or Registrable Securities entitled to do so to request
that such registration be effected as a registration under Section 2.1, and (ii)
in the case of a determination to delay registering, shall be permitted to delay
registering any Registrable Securities, for the same period as the delay in
registering such other securities. No registration effected under this Section
2.2 shall be deemed to have been effected pursuant to Section 2.1 or shall
relieve the Company of its obligation to effect any registration upon request
under Section 2.1. The Company will pay all Registration Expenses in connection
with each registration of Registrable Securities requested pursuant to this
Section 2.2.

          (b) Priority in Incidental Registrations.  If (i) a registration
pursuant to this Section 2.2 involves an underwritten offering of the securities
so being registered, whether or not for sale for the account of the Company, to
be distributed (on a firm commitment basis) by or through one or more
underwriters of recognized standing under underwriting terms appropriate for
such a transaction, (ii) the Registrable Securities so requested to be
registered for sale are not also to be included in such underwritten offering
(because the Company has not been requested so to include such Registrable
Securities pursuant to Section 2.4 (b), or if so requested, is not obligated to
do so under Section 2.4 (b)), and (iii) the managing underwriter of such
underwritten offering shall inform the Company and the holders of Warrants or
Registrable Securities requesting such registration by letter of its belief that
the number of securities requested to be included in such registration exceeds
the number which can be sold in (or during the time of) such offering, then the
Company may include all securities proposed by the Company to be sold for its
own account and may decrease the number of Registrable Securities and other
securities of the Company so proposed to be sold and so requested to be included
in such registration (pro rata among the holders thereof on the basis of the
percentage of the securities of the Company held by such holders) to the extent
necessary to reduce the number of securities to be included in the registration
to the level recommended by the managing underwriter.

          2.3. Registration Procedures.  If and whenever the Company is required
to use its best efforts to effect the registration of any Registrable Securities
under the Securities Act as provided in Sections 2.1 and 2.2, the Company will
as expeditiously as possible:

          (i) prepare and (as soon thereafter as possible or in any event no
     later than 60 days after the end of the period within which requests for
     registration may be given to the Company) file with the Commission the
     requisite registration statement to effect such registration and thereafter
     use its best efforts to cause such registration statement to become
     effective, provided that the Company may discontinue any registration of
     its securities which are not Registrable Securities (and, under the
     circumstances specified in Section 2.2(a), its securities which are
     Registrable Securities) at any time prior to the effective date of the
     registration statement relating thereto;

                                       4

 
          (ii) prepare and file with the Commission such amendments and
     supplements to such registration statement and the prospectus used in
     connection therewith as may be necessary to keep such registration
     statement effective and to comply with the provisions of the Securities Act
     with respect to the disposition of all securities covered by such
     registration statement until such time as all of such securities have been
     disposed of in accordance with the intended methods of disposition by the
     seller or sellers thereof set forth in such registration statement;

          (iii)  furnish to each seller of Registrable Securities covered by
     such registration statement such number of conformed copies of such
     registration statement and of each such amendment and supplement thereto
     (in each case including all exhibits), such number of copies of the
     prospectus contained in such registration statement (including each
     preliminary prospectus and any summary prospectus) and any other prospectus
     filed under Rule 424 under the Securities Act, in conformity with the
     requirements of the Securities Act, and such other documents, as such
     seller may reasonably request;

          (iv) use its best efforts to register or qualify all Registrable
     Securities and other securities covered by such registration statement
     under such other securities or blue sky laws of such jurisdictions as each
     seller thereof shall reasonably request, to keep such registration or
     qualification in effect for so long as such registration statement remains
     in effect, and take any other action which may be reasonably necessary or
     advisable to enable such seller to consummate the disposition in such
     jurisdictions of the securities owned by such seller, except that the
     Company shall not for any such purpose be required to qualify generally to
     do business as a foreign corporation in any jurisdiction wherein it would
     not but for the requirements of this subdivision (iv) be obligated to be so
     qualified or to consent to general service of process in any such
     jurisdiction;

          (v) use its best efforts to cause all Registrable Securities covered
     by such registration statement to be registered with or approved by such
     other governmental agencies or authorities as may be necessary to enable
     the seller or sellers thereof to consummate the disposition of such
     Registrable Securities;

          (vi) furnish to each seller of Registrable Securities and each
     Requesting Holder a signed counterpart, addressed to such seller and such
     Requesting Holder (and underwriters, if any) of:

          (x) an opinion of counsel for the Company, dated the effective date of
          such registration statement (and, if such registration includes an
          underwritten public offering, dated the date of the closing under the
          underwriting agreement), reasonably satisfactory in form and substance
          to such seller, and

                                       5

 
          (y) a 'cold comfort' letter, dated the effective date of such
          registration statement (and, if such registration includes an
          underwritten public offering, dated the date of the closing under the
          underwriting agreement), signed by the independent public accountants
          who have certified the Company's financial statements included in such
          registration statement,

     covering substantially the same matters with respect to such registration
     statement (and the prospectus included therein) and, in the case of the
     accountants' letter, with respect to events subsequent to the date of such
     financial statements, as are customarily covered in opinions of issuer's
     counsel and in accountants' letters delivered to the underwriters in
     underwritten public offerings of securities and, in the case of the
     accountants' letter, such other financial matters, and, in the case of the
     legal opinion, such other legal matters, as such seller or such Requesting
     Holder, if any, may reasonably request;

          (vii)  notify each seller of Registrable Securities covered by such
     registration statement and each Requesting Holder, at any time when a
     prospectus relating thereto is required to be delivered under the
     Securities Act, upon discovery that, or upon the happening of any event as
     a result of which, the prospectus included in such registration statement,
     as then in effect, includes an untrue statement of a material fact or omits
     to state any material fact required to be stated therein or necessary to
     make the statements therein not misleading in the light of the
     circumstances under which they were made, and at the request of any such
     seller or Requesting Holder promptly prepare and furnish to such seller or
     Requesting Holder a reasonable number of copies of a supplement to or an
     amendment of such prospectus as may be necessary so that, as thereafter
     delivered to the purchasers of such securities, such prospectus shall not
     include an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading in the light of the circumstances under which they
     were made;

          (viii)  otherwise use its best efforts to comply with all applicable
     rules and regulations of the Commission, and make available to its security
     holders, as soon as reasonably practicable, an earnings statement covering
     the period of at least twelve months, but not more than eighteen months,
     beginning with the first full calendar month after the effective date of
     such registration statement, which earnings statement shall satisfy the
     provisions of Section 11(a) of the Securities Act, and will furnish to each
     such seller at least five business days prior to the filing thereof a copy
     of any amendment or supplement to such registration statement or prospectus
     and shall not file any thereof to which any such seller shall have
     reasonably objected on the grounds that such amendment or supplement does
     not comply in all material respects with the requirements of the Securities
     Act or of the rules or regulations thereunder;

          (ix) provide and cause to be maintained a transfer agent and registrar
     for all Registrable Securities covered by such registration statement from
     and after a date not later than the effective date of such registration
     statement;

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          (x) use its best efforts to cause all Registrable Securities covered
     by such registration statement to be listed on any securities exchange on
     which any of the Registrable Securities are then listed or to be quoted by
     the Nasdaq National Market (or any successor thereto or any comparable
     system) on which any of the Registrable Securities are then quoted; and

          (xi) enter into such agreements and take such other actions as the
     Requisite Holders shall reasonably request in order to expedite or
     facilitate the disposition of such Registrable Securities.

The Company may require each seller of Registrable Securities as to which any
registration is being effected to furnish the Company such information regarding
such seller and the distribution of such securities as the Company may from time
to time reasonably request in writing.

     Each holder of Registrable Securities agrees by acquisition of such
Registrable Securities that upon receipt of any notice from the Company of the
happening of any event of the kind described in the subdivision (vii) of this
Section 2.3, such holder will forthwith discontinue such holder's disposition of
Registrable Securities pursuant to the registration statement relating to such
Registrable Securities until such holder's receipt of the copies of the
supplemented or amended prospectus contemplated by subdivision (vii) of this
Section 2.3.

     2.4  Underwritten Offerings.

          (a) Requested Underwritten Offerings.  If requested by the
underwriters for any underwritten offering of Registrable Securities pursuant to
a registration requested under Section 2.1, the Company will enter into an
underwriting agreement with such underwriters for such offering, such agreement
to be satisfactory in substance and form to each holder of such Registrable
Securities (or Warrants therefor), the Company and the underwriters and to
contain such representations and warranties by the Company and such other terms
as are generally prevailing in agreements of this type, including, without
limitation, indemnities to the effect and to the extent provided in Section 2.7.
The holders of Registrable Securities to be distributed by such underwriters
shall be parties to such underwriting agreement and may, at their option,
require that any or all of the representations and warranties by, and the other
agreements on the part of, the Company to and for the benefit of such
underwriters shall also be made to and for the benefit of such holders of
Registrable Securities and that any or all of the conditions precedent to the
obligations of such underwriters under such underwriting agreement be conditions
precedent to the obligations of such holders of Registrable Securities.  Any
such holder of Registrable Securities shall not be required to make any
representations or warranties to or agreements with the Company or the
underwriters other than representations, warranties or agreements regarding such
holder, such holder's Registrable Securities and such holder's intended method
of distribution and any other representation required by law.

                                       7

 
          (b) Incidental Underwritten Offerings.  If the Company at any time
proposes to register any of its securities under the Securities Act as
contemplated by Section 2.2 and such securities are to be distributed by or
through one or more underwriters, the Company will, if requested by any holder
of Warrants or Registrable Securities as provided in Section 2.2 and subject to
the provisions of Section 2.2(b), arrange for such underwriters to include all
the Registrable Securities to be offered and sold by such holder among the
securities to be distributed by such underwriters.  The holders of Registrable
Securities to be distributed by such underwriters shall be parties to the
underwriting agreement between the Company and such underwriters and may, at
their option, require that any or all of the representations and warranties by,
and the other agreements on the part of, the Company to and for the benefit of
such underwriters shall also be made to and for the benefit of such holders of
Registrable Securities and that any or all of the conditions precedent to the
obligations of such underwriters under such underwriting agreement be conditions
precedent to the obligations of such holders of Registrable Securities. Any such
holder of Registrable Securities shall not be required to make any
representations or warranties to or agreements with the Company or the
underwriters other than representations, warranties or agreements regarding such
holder, such holder's Registrable Securities and such holder's intended method
of distribution and any other representation required by law.

          2.5. Preparation; Reasonable Investigation.  In connection with the
preparation and filing of each registration statement under the Securities Act
pursuant to this Agreement, the Company will give the holders of Registrable
Securities registered under such registration statement (or the holders of
Warrants therefor), their underwriters, if any, and their respective counsel and
accountants, the opportunity to participate in the preparation of such
registration statement, each prospectus included therein or filed with the
Commission, and each amendment thereof or supplement thereto, and will give each
of them such access to its books and records and such opportunities to discuss
the business of the Company with its officers and the independent public
accountants who have certified its financial statements as shall be necessary,
in the opinion of such holders' and such underwriters' respective counsel, to
conduct a reasonable investigation within the meaning of the Securities Act.

          2.6. Rights of Requesting Holders.  The Company will not file any
registration statement (other than on Form S-4 or S-8 or any successor or
similar form) under the Securities Act, unless it shall first have given to all
holders of Warrants or Registrable Securities at least 30 days prior written
notice thereof and, if so requested by the Requisite Holders in connection with
a registration of Registrable Securities under the Securities Act in a
transaction subject to Section 2.1 or 2.2, shall have consulted with such
holders concerning the selection of underwriters, counsel and independent
accountants for the Company for such offering and registration, provided, that
after such consultation, in the case of a transaction subject to Section 2.2,
the decision of the Company shall be conclusive.  If a holder or holders of
Registrable Securities shall so request within 30 days after such notice, each
of them shall be a 'REQUESTING HOLDER' hereunder and shall have, in addition to
all other rights it may have under this Agreement and otherwise under applicable
law, the rights of a Requesting Holder provided in this section 2.6 and in
sections 2.3, 2.5 and 2.7.  The Company 

                                       8

 
further covenants that a Requesting Holder shall have the right to participate
in the preparation of any such registration or comparable statement and to
request the insertion therein of material furnished to the Company in writing,
which in such Requesting Holder's judgment should be included. In addition, if
any such registration statement refers to any Requesting Holder by name or
otherwise as the holder of any securities of the Company, then such Requesting
Holder shall have the right to require (a) the insertion therein of language, in
form and substance satisfactory to such Requesting Holder, to the effect that
the holding by such Requesting Holder of such securities does not necessarily
make such Requesting Holder a 'controlling person' of the Company within the
meaning of the Securities Act and is not to be construed as a recommendation by
such Requesting Holder of the investment quality of the Company's debt or equity
securities covered thereby and that such holding does not imply that such
Requesting Holder will assist in meeting any future financial requirements of
the Company, or (b) in the event that such reference to such Requesting Holder
by name or otherwise is not required by the Securities Act or any rules and
regulations promulgated thereunder, the deletion of the reference to such
Requesting Holder.

          2.7. Indemnification.

          (a) Indemnification by the Company.  In the event of any registration
of any securities of the Company under the Securities Act, the Company will, and
hereby does, (i) in the case of any registration statement filed pursuant to
Section 2.1 or 2.2 indemnify and hold harmless the seller of any Registrable
Securities covered by such registration statement, its directors and officers,
each other Person who participates as an underwriter in the offering or sale of
such securities and each other Person, if any, who controls such seller or any
such underwriter within the meaning of the Securities Act, and (ii) in the case
of any registration statement of the Company, indemnify and hold harmless any
Requesting Holder, its directors and officers and each other Person, if any, who
controls such Requesting Holder within the meaning of the Securities Act, in
each case against any losses, claims, damages or liabilities, joint or several,
to which such seller or Requesting Holder or any such director or officer or
underwriter or controlling person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of any
material fact contained in any registration statement under which such
securities were registered under the Securities Act, any preliminary prospectus,
final prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any other noncompliance or alleged noncompliance with
the Securities Act or the applicable underwriting agreement, and the Company
will reimburse such seller, such Requesting Holder and each such director,
officer, underwriter and controlling person for any legal or any other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, liability, action or proceeding; provided that the Company
shall not be liable in any such case to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense arises
out of or is based upon an untrue statement or alleged untrue statement or
omission 

                                       9

 
or alleged omission made in such registration statement, any such preliminary
prospectus, final prospectus, summary prospectus, amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company through an instrument duly executed by such seller or Requesting Holder,
as the case may be, specifically stating that it is for use in the preparation
thereof and, provided further that the Company shall not be liable to any Person
who participates as an underwriter, in the offering or sale of Registrable
Securities or any other Person, if any, who controls such underwriter within the
meaning of the Securities Act, in any such case to the extent that any such
loss, claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of such Person's failure to send or give a copy of the final
prospectus, as the same may be then supplemented or amended, to the Person
asserting an untrue statement or alleged untrue statement or omission or alleged
omission at or prior to the written confirmation of the sale of Registrable
Securities to such Person if such statement or omission was corrected in such
final prospectus. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such seller or any such
director, officer, underwriter or controlling person and shall survive the
transfer of such securities by such seller.

          (b) Indemnification by the Sellers.  The Company may require, as a
condition to including any Registrable Securities in any registration statement
filed pursuant to Section 2.3, that the Company shall have received an
undertaking satisfactory to it from the prospective seller of such securities,
to indemnify and hold harmless (in the same manner and to the same extent as set
forth in subdivision (a) of this Section 2.7) the Company, each director of the
Company, each officer of the Company and each other Person, if any, who controls
the Company within the meaning of the Securities Act, with respect to any
statement or alleged statement in or omission or alleged omission from such
registration statement, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto, if such
statement or alleged statement or omission or alleged omission was made in
reliance upon and in conformity with written information furnished to the
Company through an instrument duly executed by such seller specifically stating
that it is for use in the preparation of such registration statement,
preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement.  Such indemnity shall remain in full force and effect, regardless of
any investigation made by or on behalf of the Company or any such director,
officer or controlling Person and shall survive the transfer of such securities
by such seller.

          (c) Notices of Claims, etc.  Promptly after receipt by an indemnified
party of notice of the commencement of any action or proceeding involving a
claim referred to in the preceding subdivisions of this Section 2.7, such
indemnified party will, if a claim in respect thereof is to be made against an
indemnifying party, give written notice to the latter of the commencement of
such action, provided that the failure of any indemnified party to give notice
as provided herein shall not relieve the indemnifying party of its obligations
under the preceding subdivisions of this Section 2.7, except to the extent that
the indemnifying party is actually prejudiced by such failure to give notice.
In case any such action is brought against an indemnified party, unless in such
indemnified party's reasonable judgment a conflict of interest between such
indemnified and 

                                       10

 
indemnifying parties may exist in respect of such claim, the indemnifying party
shall be entitled to participate in and to assume the defense thereof, jointly
with any other indemnifying party similarly notified to the extent that it may
wish, with counsel reasonably satisfactory to such indemnified party, and after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party shall not be liable to
such indemnified party for any legal or other expenses subsequently incurred by
the latter in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the consent of the
indemnified party, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of a release from all liability
in respect to such claim or litigation.

          (d) Other Indemnification.  Indemnification similar to that specified
in the preceding subdivisions of this Section 2.7 (with appropriate
modifications) shall be given by the Company and each seller of Registrable
Securities with respect to any required registration or other qualification of
securities under any Federal or state law or regulation of any governmental
authority other than the Securities Act.

          (e) Indemnification Payments.  The indemnification required by this
Section 2.7 shall be made by periodic payments of the amount thereof during the
course of the investigation or defense as and when bills are received or
expense, loss, damage or liability is incurred.

          2.8. Adjustments Affecting Registrable Securities.  The Company will
not effect or permit to occur any combination or subdivision of shares which
would adversely affect the ability of the holders of Registrable Securities or
Warrants therefor to include such Registrable Securities in any registration of
its securities contemplated by this Section 2 or the marketability of such
Registrable Securities under any such registration.

          2.9. Delay in Effectiveness of Registration Statement.
Notwithstanding anything to the contrary contained in this Agreement, the
Company shall be permitted to delay the effectiveness of any registration
statement filed pursuant hereto for a period of 180 days after the effective
date of any registration statement filed by the Company in which Main Street
Merchant Partners II, L.P., or Geneva Associates, L.L.C., included shares of
Common Stock.

     3.   Definitions.   As used herein, unless the context otherwise requires,
the following terms have the following respective meanings:

          Commission:  The Securities and Exchange Commission or any other
     Federal agency at the time administering the Securities Act.

          Common Stock:  As defined in Section 1.
 
          Company:  As defined in the introductory paragraph of this Agreement.

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          Exchange Act:  The Securities Exchange Act of 1934, or any similar
     Federal statute, and the rules and regulations of the Commission
     thereunder, all as the same shall be in effect at the time.  Reference to a
     particular section of the Securities Exchange Act of 1934 shall include a
     reference to the comparable section, if any, of any such similar Federal
     statute.

          Person:   An individual, a partnership, an association, a joint
     venture, a corporation, a trust, a limited liability company, an
     unincorporated organization and a government or any department or agency
     thereof.

          Purchase Agreement:   As defined in Section 1.

          Purchaser:   As defined in the introductory paragraph of this
     Agreement.

          Registrable Securities:  (a) Any shares of Common Stock issued or
     issuable upon exercise of any of the Warrants and (b) any securities issued
     or issuable with respect to any such Common Stock by way of stock dividend
     or stock split or in connection with a combination of shares,
     recapitalization, merger, consolidation or other reorganization or
     otherwise.  As to any particular Registrable Securities, once issued such
     securities shall cease to be Registrable Securities when (a) a registration
     statement with respect to the sale of such securities shall have become
     effective under the Securities Act and such securities shall have been
     disposed of in accordance with such registration statement, (b) they shall
     have been distributed to the public pursuant to Rule 144 (or any successor
     provision) under the Securities Act, (c) they shall have been otherwise
     transferred, new certificates for them not bearing a legend restricting
     further transfer shall have been delivered by the Company and subsequent
     disposition of them shall not require registration or qualification of them
     under the Securities Act or any similar state law then in force, or (d)
     they shall have ceased to be outstanding.

          Registration Expenses:  All expenses incident to the Company's
     performance of or compliance with Section 2, including, without limitation,
     all registration, filing and National Association of Securities Dealers
     fees, all fees and expenses of complying with securities or blue sky laws,
     all word processing, duplicating and printing expenses, messenger and
     delivery expenses, the fees and disbursements of counsel for the Company
     and of its independent public accountants, including the expenses of any
     special audits or 'cold comfort' letters required by or incident to such
     performance and compliance, the fees and disbursements incurred by the
     holders of Registrable Securities to be registered and the holders of
     Warrants therefor (including the fees and disbursements of any single firm
     of legal counsel retained by the Requisite Holders), premiums and other
     costs of policies of insurance (if any such insurance is required in the
     underwriter of such offering) against liabilities arising out of the public
     offering of the Registrable Securities being registered and any fees 

                                       12

 
     and disbursements of underwriters customarily paid by issuers or sellers of
     securities, but excluding underwriting discounts and commissions and
     transfer taxes, if any.

          Requesting Holder:  As defined in Section 2.6.

          Requisite Holders:  Any holder or holders of at least 50.1% (by number
     of shares) of all Registrable Securities or of Warrants for at least 50.1%
     (by number of shares) of all Registrable Securities.

          Securities Act:  The Securities Act of 1933, or any similar Federal
     statute, and the rules and regulations of the Commission thereunder, all as
     of the same shall be in effect at the time.  References to a particular
     section of the Securities Act of 1933 shall include a reference to the
     comparable section, if any, of any such similar Federal statute.

     4.   Rule 144:  If the Company shall have filed a registration statement
pursuant to the requirements of Section 12 of the Exchange Act or a registration
statement pursuant to the requirements of the Securities Act, the Company will
file the reports required to be filed by it under the Securities Act and the
Exchange Act and the rules and regulations adopted by the Commission thereunder
(or, if the Company is not required to file such reports, will, upon the request
of any holder of Warrants or Registrable Securities, make publicly available
other information) and will take such further action as any holder of Warrants
or Registrable Securities may reasonably request, all to the extent required
from time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (a) Rule 144 under the Securities Act, as such Rule may be amended
from time to time or (b) any similar rule or regulation hereafter adopted by the
Commission.  Upon the request of any holder of Warrants or Registrable
Securities, the Company will deliver to such holder a written statement as to
whether it has complied with such requirements.

     5.   Amendments and Waivers.  This Agreement 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, only if the Company shall have obtained the written
consent to such amendment, action or omission to act, of the Requisite Holders.
Each holder of any Warrants or Registrable Securities at the time or thereafter
outstanding shall be bound by any consent authorized by this Section 5, whether
or not such Warrants or Registrable Securities shall have been marked to
indicate such consent.

     6.   Nominees for Beneficial Owners.  In the event that any Registrable
Securities are held by a nominee for the beneficial owner thereof, the
beneficial owner thereof may, at its election, be treated as the holder of such
Warrants or Registrable Securities for purposes of any request or other action
by any holder or holders of Warrants or Registrable Securities pursuant to this
Agreement or any determination of any number or percentage of shares of Warrants
or Registrable Securities held by any holder or holders of Warrants or
Registrable Securities contemplated by this Agreement.  No such election to be
treated as the holder of Warrants or Registrable Securities for 

                                       13

 
any purpose shall be binding upon the Company until the Company has received
assurances reasonably satisfactory to it of such owner's beneficial ownership of
such Warrants or Registrable Securities.

     7.   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  (a) if addressed to a party other
than the Company, addressed to such party in the manner set forth in the
Purchase Agreement, or at such other address as such party shall have furnished
to the Company in writing, or (b) if addressed to the Company, at 5151 San
Felipe, Suite 450, Houston, Texas 77056, Attention: Chief Financial Officer, or
at such other address, or to the attention of such other officer, as the Company
shall have furnished to each holder of Warrants or Registrable Securities at the
time outstanding.

     8.   Assignment.  This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective
successors and assigns. In addition, and whether or not any express assignment
shall have been made, the provisions of this Agreement which are for the benefit
of the parties hereto other than the Company shall also be for the benefit of
and enforceable by any subsequent holder of any Warrants or Registrable
Securities, subject to the provisions respecting the minimum numbers or
percentages of shares of Warrants or Registrable Securities required in order to
be entitled to certain rights, or take certain actions contained herein.

     9.   Descriptive Headings.  The descriptive headings of the several
sections and paragraphs of this Agreement are inserted for reference only and
shall not limit or otherwise affect the meaning hereof.

     10.  Specific Performance.  The parties hereto recognize and agree that
money damages may be insufficient to compensate the holders of any Warrants or
Registrable Securities for breaches by the Company of the terms hereof and,
consequently, that the equitable remedy of specific performance of the terms
hereof will be available in the event of any such breach.

     11.  Governing Law.  This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of  New York.

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

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

                                       14

 
          IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.

                              BOOTS & COOTS INTERNATIONAL WELL
                              CONTROL, INC.


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


                              THE PRUDENTIAL INSURANCE COMPANY
                              OF AMERICA



                              By:
                                 --------------------------------------
                                 Title: Vice President

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