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


     THIS FIRST AMENDMENT TO SECURITY AGREEMENT (this 'Amendment') dated as of
March ___1998, is by and between Boots & Coots International Well Control, Inc.,
a Delaware corporation (the 'Debtor'), and Geneva Associates, L.L.C. ('Geneva'),
as Collateral Agent for the Noteholders (as hereinafter defined) (the 'Secured


     A.  The Debtor, Geneva and Main Street Merchant Partners II, L.P. ('Main
Street') have entered into that certain Note Purchase Agreement dated as of
January 2, 1998, as amended by that certain First Amendment to Note Purchase
Agreement dated as of March ___, 1998 (the 'Note Purchase Agreement Amendment')
(herein, as the same may be further amended, modified, supplemented, extended,
rearranged, and/or restated from time to time, called the 'Note Purchase
Agreement'), pursuant to which, upon the terms and conditions therein set forth,
the Debtor has issued its 10.0% Senior Secured Notes due June 15, 1998, in the
aggregate principal amount of $7,250,000 (herein, as the same may be amended,
modified, supplemented, extended, rearranged, and/or restated from time to time,
together with any notes given by the Debtor in extension, replacement,
rearrangement, modification and/or substitution thereof or therefor,
collectively called the 'Notes' and any holders of the Notes, collectively
called the 'Noteholders').

     B.  Each of Geneva and Main Street requires that this Amendment be entered
into by the Debtor as a condition precedent to the effectiveness of the Note
Purchase Agreement Amendment.

     C.  The Debtor and the Secured Party have entered into that certain
Security Agreement and Financing Statement dated as of January 2, 1998 (the
'Agreement'), and they now desire to amend the Agreement as hereinafter

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

     1.  Amendment to Agreement.  The definitions of each of the terms 'Notes'
and 'Noteholders' in the Agreement are hereby amended to include the Notes and
the Noteholders as defined herein.

First Amendment to Security Agreement
Page 1

     2.  Reaffirmation of Agreement.  This Amendment shall be deemed to be an
amendment to the Agreement, and the Agreement, as amended hereby, is hereby
ratified, approved and confirmed in each and every respect.  All references to
the Agreement in the Agreement and the other Documents (excluding this
Amendment) shall hereafter be deemed to refer to the Agreement, as amended
     3.  Successors and Assigns.  This Amendment shall be binding upon and inure
to the benefit of the Debtor and Secured Party and their respective heirs,
successors, and assigns, except that the Debtor may not assign any of its rights
or obligations under the Agreement, as amended by this Amendment,  without the
prior written consent of Secured Party except to the extent permitted by the
Note Purchase Agreement.

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

     5.  Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.  This
Amendment, and the rights and duties of the parties hereto, shall be construed
in accordance with and governed by the internal laws of the State of Texas;
provided, however that any enforcement of Secured Party's rights and remedies in
any other jurisdiction shall, to the extent required by applicable laws, be
governed by the laws of the jurisdiction of enforcement.  Each party hereto
hereby submits to the nonexclusive jurisdiction of the United States District
Court for the Southern District of Texas and of any Texas State court sitting in
Houston, Texas for purposes of all legal proceedings arising out of or relating
to this Amendment or the transactions contemplated hereby.  Each party hereto
irrevocably waives, to the fullest extent permitted by law, any objection it may
now or hereafter have to the laying of the venue of any such proceeding brought
in such a court and any claim that any such proceeding brought in such a court
has been brought in an inconvenient forum.  EACH PARTY TO THIS AMENDMENT  HEREBY

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

First Amendment to Security Agreement
Page 2

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

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

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

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

                              Name:  Larry H. Ramming
                              Title: Chairman of the Board and Chief
                                     Executive Officer

                              SECURED PARTY:

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

                              Name: Tracy Scott Turner
                              Title:     Principal

First Amendment to Security Agreement
Page 3

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