{"id":43013,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-merger-and-reorganization-boots-amp-amp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-and-reorganization-boots-amp-amp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-and-reorganization-boots-amp-amp.html","title":{"rendered":"Agreement and Plan of Merger and Reorganization – Boots & Coots International Well Control Inc. and Code 3 Inc."},"content":{"rendered":"
\n                AGREEMENT AND PLAN OF MERGER AND REORGANIZATION\n\n\n\n                                     AMONG\n\n\n\n                BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.,\n\n\n                                 B&C\/ITS, INC.,\n\n\n                                      AND\n\n\n                                 CODE 3, INC.,\n\n\n                                      AND\n\n\n                        THE STOCKHOLDERS OF CODE 3, INC.\n\n\n\n                                  DATED AS OF\n\n\n                               FEBRUARY 19, 1998\n\n \n                AGREEMENT AND PLAN OF MERGER AND REORGANIZATION\n                -----------------------------------------------\n\n     THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION dated as of February\n19, 1998, is among Boots & Coots International Well Control, Inc., a Delaware\ncorporation (\"Boots & Coots\"), B&C\/ITS, Inc., a Texas corporation (\"Newco\"),\nCode 3, Inc., a Texas corporation (the \"Company\") and T. Lee Thompson,\nindividually and as a trustee for the benefit of Lorraine R. Galvan, Michael\nSefie Galvan, Robert Z. Galvan, Velma Galvan and Seferino Galvan; Timothy J.\nO'Brien; Carlos M. Marin; and David A. Hanawa (collectively, the\n\"Stockholders\").\n\n     WHEREAS, Newco is a corporation duly organized and existing under the laws\nof the State of Texas, having been incorporated on December 31, 1997, for the\npurpose of completing the transactions set forth herein, and is a wholly-owned,\nindirect subsidiary of Boots & Coots;\n\n     WHEREAS, the respective Boards of Directors of Newco and the Company (which\ntogether are hereinafter collectively referred to as \"Constituent Corporations\")\ndeem it advisable and in the best interests of the Constituent Corporations and\ntheir respective stockholders that Newco merge with and into the Company\npursuant to this Agreement and the applicable provisions of the laws of the\nState of Texas;\n\n     WHEREAS, the Stockholders have approved the Merger of the Company with\nNewco;\n\n     NOW, THEREFORE, in consideration of the premises and mutual promises and\ncovenants contained herein, the Parties hereby stipulate and agree as follows:\n\n                                   SECTION 1\n\n                                  DEFINITIONS\n                                  -----------\n\n     1.1  Specific Definitions.  As used herein the following terms shall have\nthe meanings as defined below:\n\n     1933 Act shall mean the Securities Act of 1933, as amended.\n\n     1934 Act shall mean the Securities Exchange Act of 1934, as amended.\n\n       Affiliate shall mean any Person, which is an \"affiliate\" within the\nmeaning of the regulations promulgated under the 1933 Act, as such regulations\nand act are amended and in effect on the date in question.\n\n     Agreement shall mean this Agreement and Plan of Merger and Reorganization,\nincluding the Annexes and Exhibits attached hereto and the Disclosure Schedule.\n\n     Ambiotec shall mean Ambiotec Environmental Consultants, Inc., a Texas\ncorporation.\n\n     Articles of Merger shall mean the Articles of Merger with respect to the\nmerger of Newco and the Company substantially in the form attached as Annex I\nhereto or with such other changes therein as may be required by applicable laws.\n\n \n     Assets shall mean properties, privileges, rights, interests and claims for\ninterests therein, tangible and intangible, of every type and description, to\nand including, trademarks, trade names, labels and brands of Company, including\nwithout limitation, the Assets described on the Disclosure Schedule.\n\n     Base Balance Sheet shall mean the balance sheet of Company dated September\n30, 1997, which is included in the Financial Statements.\n\n     Benefit Plan shall mean any pension, profit sharing, savings, bonus,\nincentive, option insurance, welfare or other employee benefit plans or\narrangements providing for employee remuneration or benefits.\n\n     Books and Records shall mean all existing accounting, tax, business,\nmarketing, corporate and other files, documents, instruments, papers, books and\nrecords, including without limitation, financial statements, budgets, ledgers,\njournals, deeds, titles, policies, manuals, minute books, stock certificates and\nbooks, stock transfer ledgers, Contracts, franchises, Permits, customer lists,\nsupplier lists, reports, computer files, retrieval programs, operating data or\nplans, and environmental studies or plans.\n\n       Boots & Coots Stock shall mean shares of the common stock, $.00001 par\nvalue per share, of Boots & Coots.\n\n       Business Condition shall mean the financial or other condition, results\nof operations, assets, or prospects of a specified Person or Persons.\n\n       Claims shall mean any loss, cost (including attorneys fees), damages,\nexpenses, actions, suits, proceedings, judgments, claims, and liabilities of any\nnature whatsoever.\n\n       Closing shall mean the closing of the reorganization transaction as\ncontemplated in this Agreement.\n\n       Closing Date shall have the meaning set forth in Section 9.1.\n\n       Code shall mean the Internal Revenue Code of 1986, as amended.\n\n       Company Stock shall mean the common stock, no par value, of the Company.\n  \n       Contracts shall mean any contract or instrument, including without\nlimitation, any mortgages, deeds of trust, notes or guarantees, leases, pledges,\nliens, charges or conditional sales agreements to which the Person referred to\nis a party or by which any of its Assets may be bound.\n\n       Disclosure Schedule shall mean the bound volume of even date herewith\nfurnished by the Company and the Stockholders to Boots & Coots upon the\nexecution of this Agreement.\n\n       $ and Dollar shall mean lawful currency of the United States of America.\n\n                                       2\n\n \n     Effective Time of the Merger shall mean the time as of which the Articles\nof Merger are filed with the office of the Secretary of State of the State of\nTexas.\n\n     Environmental Law or Environmental Laws shall mean all laws, rules,\nregulations, statutes, ordinances, decrees or orders of any federal, state or\nforeign governmental, regulatory or public body relating to (i) the control of\nany potential pollutant or protection of the air, water or land, (ii) solid,\ngaseous or liquid waste generation, handling, treatment, storage, disposal or\ntransportation, and (iii) exposure to hazardous, toxic or other substances\nalleged to be harmful and includes without limitation, (1) the terms and\nconditions of any license, permit, approval, or other authorization by any such\nauthority, and (2) judicial, administrative, or other regulatory decrees,\njudgments, and orders of any such authority.  The term \"Environmental Laws\"\nshall include, but not be limited to the following statutes and the regulations\npromulgated thereunder: the Clean Air Act, 42 U.S.C. (S) 7401 et seq., the Clean\nWater Act, 33 U.S.C. (S) 1251 et seq., the Resource Conservation Recovery Act\n(\"RCRA\"), 42 U.S.C. (S) 6901 et seq., the Superfund Amendments and\nReauthorization Act, 42 U.S.C. (S) 11011 et seq., the Toxic Substances Control\nAct, 15 U.S.C. (S) 2601 et seq., the Water Pollution Control Act, 33 U.S.C. (S)\n1251, et seq., the Safe Drinking Water Act, 42 U.S.C. (S) 300f et seq., the\nComprehensive Environmental Response, Compensation, and Liability Act\n(\"CERCLA\"), 42 U.S.C. (S) 9601 et seq., and any state, county, or local\nregulations similar thereto.\n\n     ERISA shall mean the Employee Retirement Income Security Act of 1974.\n\n     Escrow Agent shall mean the Law Offices of Charles T. Phillips, P.C.\n\n     Escrow Agreement shall mean the agreement attached as Annex II hereto.\n\n     Escrowed Shares shall have the meaning set forth in Section 2.7.\n\n     Financial Statements shall mean the balance sheets and statements of\nincome and retained earnings set forth on the Disclosure Schedule as described\nin Section 3.5.\n\n     Hazardous Substance shall mean any liquid, gaseous or solid substance (or\naccommodation thereof) that results from any process of industry or\nmanufacturing, or any trade, business or operation now designated or regulated\npursuant to the Comprehensive Environmental Response Compensation and Liability\nAct (42 U.S.C. (S)9601 et seq.), the Federal Water Pollution Control Act (33\nU.S.C. (S)466 et seq.), the Federal Resource Conservation and Recovery Act (42\nU.S.C. (S)6901 et seq.) as amended by the Hazardous and Solid Waste Amendments\nof 1984, the Federal Clear Air Act (42 U.S.C. (S)1857 et seq.), now designated\nor regulated by the United States Environmental Protection Agency, the Texas\nDepartment of Health, the Texas Board of Agriculture, or the Texas Natural\nResource Conservation Commission, or similar agencies or authorities in other\njurisdictions, or (without limiting such meeting) now designated or regulated\npursuant to any other applicable environmental Law.\n\n     Inventory shall mean all raw materials, work in process and finished\ngoods of Company.\n\n     Law shall mean applicable state and federal law and rules and regulations\npromulgated thereunder.\n\n                                       3\n\n \n     Merger shall mean the merger of Newco with and into the Company pursuant to\nthis Agreement and the applicable provisions of the laws of the State of Texas\nand other applicable state laws.\n\n     Newco Stock shall mean the common stock, $0.01 par value per share, of\nNewco.\n\n     Permit shall mean any license, permit, franchise, authority or consent of\na governmental agency.\n\n     Person means any individual, corporation, partnership, joint venture,\nassociation, joint stock company, trust, unincorporated organization or\ngovernment (or agency or political subdivision thereof).\n\n     PBGC shall mean the Pension Benefit Guarantee Corporation.\n\n     Proceeding means any action, suit, claim, investigation, review or other\nproceeding, at law or in equity, before any federal, state, municipal or other\ngovernmental court, department, commission, board, bureau, agency or other\ninstrumentality.\n\n     Release means any spilling, leaking, pumping, pouring, emitting, emptying,\ndischarging, injecting, escaping, leaching, dumping, or disposing into the\nenvironment of any Hazardous Substances.\n\n     San Benito Bank shall mean San Benito Bank & Trust Co. of Harlingen, Texas,\nthe senior secured lender to the Company.\n\n     San Benito Obligations shall mean any and all debts, liabilities and\nobligations of the Company to San Benito Bank, including, but not limited to,\nthat certain promissory note in the original principal amount of $650,000 dated\nJuly 28, 1997, that certain promissory note in the original principal amount of\n$350,000 dated July 28, 1997,  and that certain promissory note in the original\nprincipal amount of $250,000 dated December 12, 1997.\n\n     SEC means the United States Securities and Exchange Commission.\n\n     Tax shall mean any federal, state, local, domestic or foreign income tax,\npremium tax, ad valorem tax, excise tax, sales tax, use tax, franchise tax,\nemployment, payroll or withholding tax, real or personal property tax, windfall\nprofits tax, transfer tax, or other tax, together with and including without\nlimitation, any and all interest, fines, penalties, assessments, and additions\nto tax resulting from, relating to, or incurred in connection with any such tax\nor any contest or dispute thereof.\n\n     Tax Claim shall have the meaning set forth in Section 10.4.\n\n     1.2  Accounting Terms.  As used herein, the term GAAP shall mean Generally\nAccepted Accounting Principles, applied on a consistent basis, (a) as set forth\nin the opinions of the Accounting Principles Board of the American Institute of\nCertified Public Accountants (\"AICPA\") and\/or statements\/interpretations of the\nFinancial Accounting Standards Board which are applicable in the circumstances\nas of the date in question, and (b) which were not inconsistent\n\n                                       4\n\n \nwith such opinions and statements, as set forth in other AICPA publications and\nguidelines and\/or which otherwise arise by custom for the particular industry;\nand the requisite that such principles be applied on a consistent basis means\nthat the accounting principles in a current period are comparable in all\nmaterial respects to those applied in a preceding period.  All accounting  and\nfinancial terms used in this Agreement and the compliance with each covenant\ncontained in this Agreement relates to financial matters to be determined in\naccordance with GAAP, except to the extent that a deviation therefrom is\nexpressly stated in this Agreement or the Disclosure Schedule.\n\n     1.3  Other Terms.  Other terms may be defined elsewhere in the text of this\nAgreement and shall have the meaning indicated throughout this Agreement.\n\n     1.4  Other Definitional Provisions.\n\n          (i) The words \"hereof\", \"herein\", and \"hereunder\" and words of similar\nimport, when used in this Agreement shall refer to this Agreement as a whole and\nnot to any particular provision of this Agreement.\n\n          (ii) The terms defined in the singular shall have a comparable meaning\nwhen used in the plural, and vice versa.\n\n                                   SECTION 2\n\n                                   THE MERGER\n                                   ----------\n\n     2.1  Delivery and Filing of Articles of Merger.  On the Closing Date, the\nConstituent Corporations will cause the Articles of Merger to be signed,\nverified and filed with the Secretary of State of the State of Texas and deliver\nstamped receipt copies of such filing to Boots & Coots.\n\n     2.2  Effective Time of the Merger.  At the Effective Time of the Merger,\nNewco shall be merged with and into the Company in accordance with the Articles\nof Merger, the separate existence of Newco shall cease and the Company shall be\nthe surviving party in the Merger.  The Company is sometimes hereinafter\nreferred to as the Surviving Corporation.\n\n     2.3  Articles of Incorporation, By-laws and Board of Directors of Surviving\nCorporation.  At the Effective Time of the Merger:\n\n          (i) the Articles of Incorporation of the Company then in effect shall\nbe the Articles of Incorporation of the Surviving Corporation until changed as\nprovided by Law;\n\n          (ii) the By-laws of Newco then in effect shall become the By-laws of\nthe Surviving Corporation; and subsequent to the Effective Time of the Merger,\nsuch By-laws shall be the By-laws of the Surviving Corporation until they shall\nthereafter be duly amended;\n\n          (iii)  the Board of Directors of Newco immediately prior to the\nEffective Time of the Merger shall be the initial Board of Directors of the\nSurviving Corporation effective as of the Effective Time of the Merger; the\nBoard of Directors of the Surviving Corporation shall hold office subject to the\nprovisions of the Laws of the State of Texas and of the Articles of\nIncorporation and By-laws of the Surviving Corporation; and\n\n                                       5\n\n \n          (iv) subject to the receipt of the resignations required by Section\n7.14 and any additional action by the Board of Directors of the Surviving\nCorporation to elect new officers, the officers of the Company immediately prior\nto the Effective Time of the Merger shall be the initial officers of the\nSurviving Corporation serving in the same capacity or capacities, each of such\nofficers to serve, subject to the provisions of the Articles of Incorporation\nand By-laws of the Surviving Corporation, until his or her successor is duly\nelected and qualified.\n\n     2.4  Effect of Merger.  At the Effective Time of the Merger, the effect of\nthe Merger shall be as provided in the applicable provisions of the Business\nCorporation Act of the State of Texas.  Except as herein specifically set forth,\nthe identity, existence, purposes, powers, objects, franchises, privileges,\nrights and immunities of the Company shall continue unaffected and unimpaired by\nthe Merger and the corporate franchises, existence and rights of Newco shall be\nmerged with and into the Company, and the Company, as the Surviving Corporation,\nshall be fully vested therewith.  At the Effective Time of the Merger, the\nseparate existence of Newco shall cease and, in accordance with the terms of\nthis Agreement, the Surviving Corporation shall possess all the rights,\nprivileges, immunities and franchises, of a public, as well as of a private,\nnature, and all property, real, personal and mixed, and all debts due on\nwhatever account, including subscriptions to shares, and all Taxes, including\nthose due and owing and those accrued, and all other choses in action, and all\nand every other interest of or belonging to or due to the Company and Newco\nshall be taken and deemed to be transferred to, and vested in, the Surviving\nCorporation without further act or deed; and all property, rights and\nprivileges, powers and franchises and all and every other interest shall be\nthereafter as effectually the property of the Surviving Corporation as they were\nof the Company and Newco; and the title to any real estate, or interest therein,\nwhether by deed or otherwise, vested in the Company and Newco, shall not revert\nor be in any way impaired by reason of the Merger.  Except as otherwise provided\nherein, the Surviving Corporation shall thenceforth be responsible and liable\nfor all the liabilities and obligations of the Company and Newco and any claim\nexisting, or action or proceeding pending, by or against the Company or Newco\nmay be prosecuted as if the Merger had not taken place, or the Surviving\nCorporation may be substituted in their place.  Neither the rights of creditors\nnor any liens upon the property of the Company or Newco shall be impaired by the\nMerger, and all debts, liabilities and duties of the Company and Newco shall\nattach to the Surviving Corporation, and may be enforced against such Surviving\nCorporation to the same extent as if said debts, liabilities and duties had been\nincurred or contracted by such Surviving Corporation.\n\n     2.5  Conversion of Stock.\n\n          (i) Manner of Conversion.  The manner of converting the shares of (i)\noutstanding Company Stock and (ii) Newco Stock, issued and outstanding\nimmediately prior to the Effective Time of the Merger, respectively, into cash\nand shares of (x) Boots & Coots Stock; and (y) common stock of the Surviving\nCorporation, respectively, shall be as follows:\n\n     As of the Effective Time of the Merger:\n\n          (a) all of the shares of Company Stock issued and outstanding\n     immediately prior to the Effective Time of the Merger, by virtue of the\n     Merger and without any action on the part of the holder thereof,\n     automatically shall be deemed to represent (1) the right to receive the\n     number of shares of Boots & Coots Stock set forth on Annex III hereto\n\n                                       6\n\n \n     with respect to such holder and (2) the right to receive the amount of cash\n     set forth on Annex III hereto with respect to such holder;\n\n          (b) all shares of Company Stock that are held by the Company as\n     treasury stock shall be canceled and retired and no shares of Boots & Coots\n     Stock or other consideration shall be delivered or paid in exchange\n     therefor; and\n\n          (c) each share of Newco Stock issued and outstanding immediately prior\n     to the Effective Time of the Merger, shall, by virtue of the Merger and\n     without any action on the part of Boots & Coots, automatically be converted\n     into one fully paid and non-assessable share of common stock of the\n     Surviving Corporation which shall constitute all of the issued and\n     outstanding shares of common stock of the Surviving Corporation immediately\n     after the Effective Time of the Merger.\n\n     All Boots & Coots Stock received by the Stockholders pursuant to this\nAgreement shall, except for restrictions described herein, have the same rights\nas all the other shares of outstanding Boots & Coots Stock by reason of the\nprovisions of the Certificate of Incorporation of Boots & Coots or as otherwise\nprovided by the Delaware General Corporation Law.  Except for restrictions\ndescribed herein, all voting rights of such Boots & Coots Stock received by the\nStockholders shall be fully exercisable by the Stockholders and the Stockholders\nshall not be deprived nor restricted in exercising those rights.\n\n     2.6  Delivery of Merger Consideration.\n\n          (i) At the Effective Time of the Merger, the Stockholders, who are the\nholders of all outstanding certificates representing shares of Company Stock,\nshall, upon surrender of such certificates, shall be entitled to receive the\nrespective number of shares of Boots & Coots Stock and the amount of cash set\nforth on Annex III hereto, said cash to be payable by wire transfer to the\nrespective accounts of the Stockholders set forth on Annex III and the Escrow\nAgent shall be entitled to receive, to hold for the benefit of the Stockholders\nand Boots & Coots, subject to the terms of the Escrow Agreement, the number of\nshares of Boots & Coots Stock to be delivered to the Escrow Agent as set forth\non Annex III.\n\n          (ii) The Stockholders shall deliver to Boots & Coots at the Closing\nthe certificates representing Company Stock, duly endorsed in blank by the\nStockholders or accompanied by blank stock powers.  The Stockholders agree\npromptly to cure any deficiencies with respect to the endorsement of the stock\ncertificates or other documents of conveyance with respect to such Company Stock\nor with respect to the stock powers accompanying any Company Stock.\n\n     2.7  Merger Consideration.  The aggregate consideration (\"Merger\nConsideration\") to be received by the Stockholders in exchange for all their\nshares of Company Stock shall consist of the following:\n\n          (i)  cash in the amount of $500,000.\n\n          (ii) 488,136 shares of Boots & Coots Stock registered in the name of\nthe Stockholders determined by calculating the average of the last reported\nsales prices (or the\n\n                                       7\n\n \naverage of the closing bid and asked prices if no sales have been reported) of\nBoots & Coots stock for each trading day within the thirty (30) calendar days\nimmediately preceding the Closing Date and dividing such number into $2,000,000,\ne.g.:\n \n\n          Aggregate Value         $2,000,000\n          Divided by\n          Avg. Trading Price      $        5\n                                  ----------\n          Aggregate Shares           400,000\n\nof which sixty-seven and one-half percent (67.5%) of such shares shall be\ndelivered to the Stockholders and thirty-two and one-half percent (32.5%) such\nshares, with executed and guaranteed stock powers attached, shall be delivered\nto the Escrow Agent and thereafter governed by the Escrow Agreement (the\n\"Escrowed Shares\"); provided that should such result in any fractional shares,\nthe nearest whole number of shares shall be delivered to the Escrow Agent.\n\n     2.8  Adjustments to Merger Consideration.\n\n          (i) The Merger Consideration shall be adjusted downward or upward,\ndollar for dollar, in the amount of the difference between (A) cash plus the net\namount of accounts receivable in excess of accounts payable as reflected on the\nBase Balance Sheet and (B) cash plus the net amount of accounts receivable in\nexcess of accounts payable as reflected on the balance sheet included in the\nFinancial Statements for the year ended December 31, 1997, as prepared by\nCompany and audited, or caused to be audited, for accuracy by Boots & Coots at\nits sole expense in accordance with Section 2.9 hereof.\n\n          (ii) The operation of the business on or before December 31, 1997,\nshall be for the account of Stockholders and all revenues and expenses, costs\nand liabilities relating to the business (including, without limitation, rental\nor similar charges or payments payable in respect of any contracts, leases or\nagreements of Company, insurance premiums, sales and use Taxes payable in\nrespect of services and equipment furnished in connection with the operation of\nthe business, power and utility charges, real and personal property Taxes and\nrentals, sales and service charges, Taxes and similar prepaid and deferred\nitems), shall be prorated, with Stockholders being entitled to all revenues and\nsubject to all such expenses, costs and liabilities relating to the period at or\nprior to such time and Boots & Coots entitled to all revenues and subject to all\nsuch expenses relating to the period after such time, determined in accordance\nwith Tax basis accounting principles consistently applied.  An increase or\ndecrease in the Merger Consideration shall be made, as appropriate, based upon\nsuch proration.\n\n          (iii)  Stockholders shall deliver to Boots & Coots, not less than one\n(1) business day prior to the Closing Date, a certificate (the \"Closing\nAdjustment Certificate\") which shall set forth Stockholders' good faith estimate\nand representation of the amount of the adjustments and prorations set forth\nabove, as of December 31, 1997.  The Closing Adjustment Certificate shall be in\nform and substance satisfactory to Boots & Coots, and Stockholders shall deliver\nto Boots & Coots with the Closing Adjustment Certificate a copy of such\nsupporting evidence as shall be appropriate hereunder and as Boots & Coots may\nreasonably request.\n\n          (iv) Adjustments shall be made to the cash and stock components of the\nMerger Consideration at Closing pursuant to the Closing Adjustment Certificate\nas necessary to maintain the proportions thereof at twenty percent (20%) cash\nand eighty percent (80%) stock.\n\n                                       8\n\n \n     2.9  Post Closing Audit.  Within one hundred eighty (180) days of the\nClosing Date, Boots & Coots shall, at its sole cost and expense, cause the books\nand records of the Company to be audited as of December 31, 1997 (the \"Post\nClosing Audit\") by the independent accountants for Boots & Coots in order to\ndetermine the accuracy of the Closing Adjustment Certificate and the other\nrepresentations and warranties of the Stockholders and the Company under this\nAgreement and the other documents and instruments delivered in connection\ntherewith.  Boots & Coots shall make available to the Stockholders the results\nof the Post Closing Audit.  If the Post Closing Audit indicates that Boots & Coots is entitled to either an adjustment to the Merger Consideration or a Claim\nfor indemnification hereunder, such amount may be offset by Boots & Coots\nagainst the Escrowed Shares held by the Escrow Agent as described in Section\n10.11 hereof and as more particularly described in the Escrow Agreement.\n\n                                   SECTION 3\n\n                       REPRESENTATIONS AND WARRANTIES OF\n                        THE COMPANY AND THE STOCKHOLDERS\n                        --------------------------------\n\n     The Company and each of the Stockholders, jointly and severally (except as\nset forth herein to the contrary), hereby represent and warrant to Boots & Coots\nand Newco as follows:\n\n     3.1  Organization.  The Company is a corporation duly organized, validly\nexisting, and in good standing under the Laws of Texas, has all necessary power\nto own its assets and to carry on its business as presently conducted, and is\nduly qualified to do intrastate business and is in good standing in each\njurisdiction in which the nature of the Company's business or of its properties\nmakes such qualification necessary.\n\n     3.2  Capital.  The authorized capital stock of Company consists of 100,000\nshares of common stock, having no par value, of which 1,000 shares are issued\nand outstanding.  All the shares of Company Stock are validly issued, fully paid\nand non-assessable.  There are no outstanding subscriptions, options, rights,\nwarrants, convertible securities, or other agreements or commitments obligating\nthe Company to issue or to transfer from treasury any additional shares of its\ncapital stock of any class and the aggregate number of Company Stock set forth\nopposite the names of the Stockholders on Annex III represents all of the issued\nand outstanding capital stock of the Company.\n\n     3.3  Title.  Each Stockholder, individually, represents and warrants that\nhe is the owner, beneficially and of record, of all the Company Stock as set\nforth opposite his name on Annex III free and clear of all liens, encumbrances,\nsecurity agreements, equities, options, claims, charges and restrictions, other\nthan such restrictions as are set forth on the Disclosure Schedule.\n\n     3.4  Subsidiaries.  The Company does not own, directly or indirectly, any\ninterest or investment (whether equity or debt) in any corporation, partnership,\nbusiness, trust, or other entity.\n\n     3.5  Financial Statements.  Set forth on the Disclosure Schedule are the\n(consolidated, when appropriate) balance sheets of Company as of December 31,\n1994, December 31, 1995 and December 31, 1996 and the related (consolidated,\nwhen appropriate) statements of income and retained earnings for the three years\nending on those dates, certified by the treasurer of the Company.  The\nDisclosure Schedule also sets forth unaudited balance sheets of the Company as\n\n                                       9\n\n \nof September 30, 1997, together with related unaudited statements of income and\nretained earnings for the nine-month period ending on such date, certified by\nthe treasurer of the Company.  The Financial Statements are true and correct and\nhave been prepared in accordance with Tax basis accounting principles and using\naccrual accounting consistently followed by the Company throughout the periods\nindicated, and fairly present the financial position of the Company as of the\nrespective dates of the balance sheets included in the Financial Statements, and\nthe results of its operations for the respective periods indicated.\n\n     3.6  Absence of Changes.  Except as otherwise expressly contemplated herein\nor set forth on the Disclosure Schedule, since the date of the Base Balance\nSheet, there has not been any:\n\n          (i) Transaction by the Company except in the ordinary course of\nbusiness as conducted on that date;\n\n          (ii) Capital expenditure by the Company exceeding $25,000;\n\n          (iii)  Material adverse changes in the Business Condition of the\nCompany;\n\n          (iv) Destruction, damage to, or loss of any asset of the Company\n(whether or not covered by insurance) that materially and adversely affects the\nBusiness Condition of the Company;\n\n          (v) Labor trouble or other event or condition of any character\nmaterially and adversely affecting the Company;\n\n          (vi) Change in accounting methods or practices (including, without\nlimitation, any change in depreciation or amortization policies or rates) by the\nCompany;\n\n          (vii)  Re-valuation by the Company of any of its Assets;\n\n          (viii)  Declaration, setting aside or payment of a dividend or other\ndistribution in respect to the Shares of capital stock of the Company or any\ndirect or indirect redemption, repurchase or any other acquisition of any such\nstock by the Company other than the distribution of cash and accounts receivable\nof the Company on or about February 18, 1998 to redeem One Hundred Four (104)\nshares of Company Stock of each Carlos M. Marin and David A. Hanawa at the price\nof $2,644.23 per share;\n\n          (ix) Increase in the salary or other compensation payable or to become\npayable by the Company to any of its officers, directors or employees, or the\ndeclaration, payment or commitment or obligation of any kind for the payment by\nthe Company of a bonus or other additional salary or compensation to any such\nperson;\n\n          (x) Sale or transfer of any Asset of the Company, except in the\nordinary course of business;\n\n          (xi) Amendment or termination of any Contract, to which the Company is\na party, except in the ordinary course of business;\n\n                                      10\n\n \n          (xii)  Loan by the Company to any Person or guaranty by the Company of\nany loan;\n\n          (xiii)  Mortgage, pledge or other encumbrance upon all or any portion\nof the assets;\n\n          (xiv)  Waiver or release of any right or claim of the Company;\n\n          (xv) Other event or condition of any character that has or might\nreasonably have a material and adverse effect on the Business Condition of the\nCompany;\n\n          (xvi)  Issuance or sale by the Company of any shares of its capital\nstock of any class, or of any other of its securities; or\n\n          (xvii)  Agreement by the Company to do any of the things described in\nthe preceding clauses (i) through (xvi).\n\n     3.7  Absence of Undisclosed Liabilities.  The Company has no debts,\nliabilities, or obligations of any nature, whether accrued, absolute, contingent\nor otherwise, and whether due or to become due, that are not accurately\nreflected or reserved against in the Financial Statements, except for those that\nmay have been incurred after the date of the Financial Statements which were\nincurred in the ordinary course of business, and are usual and normal in amount\nboth individually and in the aggregate or otherwise which do not exceed $25,000.\n\n     3.8  Tax Returns.  Within the times and in the manner prescribed by Law,\nthe Company has filed or Ambiotec has filed on behalf of the Company as part of\na consolidated or joint filing, all federal, state and local Tax returns\nrequired by Law, all of which were complete and accurate, and all Taxes,\nassessments and penalties due and payable thereon have been paid.  The\nprovisions for Taxes reflected in the Financial Statements are adequate for any\nand all federal, state, county and local Taxes for the period ending on the date\nof the Financial Statements and for all prior periods, whether or not disputed.\nThere are no present disputes as to Taxes of any nature payable by the Company\nor Ambiotec.  Neither the Company nor Ambiotec has granted an extension to any\nTaxing authority of the limitation period during which any Tax liability may be\nassessed against or collected from it.\n\n     3.9  Real Property.  A complete and accurate legal description of each\nparcel of real property owned by or leased to the Company is set forth on the\nDisclosure Schedule.  The Disclosure Schedule also contains a description of all\nbuildings, fixtures and other improvements located on these real properties and\na list of the policies of title insurance issued to the Company for these\nproperties.  All the leases listed in the Disclosure Schedule are valid and in\nfull force, and there does not exist any default or event that with notice or\nlapse of time, or both, would constitute a default under any of these leases.\n\n     3.10 Zoning.  The zoning of each parcel of property described on the\nDisclosure Schedule permits the presently existing improvements and the\ncontinuation of the business presently being conducted on such parcel.\n\n                                      11\n\n \n     3.11 Inventory.  The Inventory shown on the Base Balance Sheet of the\nCompany consist of items of a quality and quantity usable and saleable in the\nordinary course of business by the Company.  All items included in Inventory are\nthe property of the Company, except for sales made in the ordinary course of\nbusiness since the date of the Base Balance Sheet; for each of these sales\neither the purchaser has made full payment or the purchaser's liability to make\npayment is reflected in the books of the Company.  No items included in\nInventory have been pledged as collateral or are held by the Company on\nconsignment from others.  The Inventory shown on the Base Balance Sheet is based\non quantities determined by physical count or measurement, taken within the\npreceding 12 months, and are valued at cost (determined on a first-in, first-out\nbasis) and on a basis consistent with that of prior years.\n\n     3.12 Tangible Personal Property.  A complete and accurate list describing\nand specifying the location of all trucks, automobiles, machinery, equipment,\nfurniture, supplies, tools, dies, jigs, molds, patterns, drawings and all other\ntangible personal property owned by, in the possession of, or used by the\nCompany in connection with its business having more than an individually\ninsignificant value, is set forth on the Disclosure Schedule.  The property\nlisted on the Disclosure Schedule constitutes all such tangible personal\nproperty necessary for the conduct by the Company of its business as now\nconducted.  All tangible personal property set forth in the Disclosure Schedule\nis in good operating condition.\n\n     3.13 Accounts Receivable.  A complete and accurate schedule of the accounts\nreceivable of the Company as of the date hereof, and as reflected in the Base\nBalance Sheet, together with an accurate aging of these accounts is set forth on\nthe Disclosure Schedule.  These accounts receivable, and all accounts receivable\nof the Company created after such dates, arose from valid sales in the ordinary\ncourse of business.  These accounts have been collected in full since such\ndates, or are collectible at their full amounts without any defense or right of\nset off or counter claim.\n\n     3.14 Trade Names and Rights.  The Disclosure Schedule sets forth all trade\nnames, trademarks, service marks and copyrights and their registrations, owned\nby the Company or in which it has any rights or licenses, together with a brief\ndescription of each.  The Company has not infringed, and is not now infringing,\non any trade name, trademark, service mark, copyright or other right belonging\nto any other person, firm or corporation.  Except as set forth in the Disclosure\nSchedule, the Company is not a party to any license, agreement or arrangement,\nwhether as licensor, licensee, or otherwise, with respect to any trademarks,\nservice marks, trade names or applications for them, or any copyrights.  The\nCompany owns, or holds adequate licenses or other rights to use, all trademarks,\nservice marks, trade names and copyrights necessary for its business as now\nconducted by it.\n\n     3.15 Patents.  The Disclosure Schedule sets forth all patents and\napplications for patents owned by the Company or in which it has any rights,\nlicenses or immunities, and all inventions, models, designs and systems covered\nby such patents and patent applications.  The patents and applications for\npatents listed in the Disclosure Schedule are valid and in full force and effect\nand are not subject to any Taxes, maintenance fees or actions falling due within\nthirty (30) days after the Closing Date.  Except as set forth in the Disclosure\nSchedule, there have not been any Proceedings concerning the patents or\napplications for patents listed in the Disclosure Schedule.  Each patent\napplication is awaiting action by its respective patent office except as\notherwise indicated in the Disclosure Schedule. The manufacture, use or sale of\nthe  inventions, models,\n\n                                      12\n\n \ndesigns and systems covered by the patents and applications for patents listed\nin the Disclosure Schedule do not violate or infringe on any patent or any\nproprietary or personal right of any person, firm or corporation; and the\nCompany has not infringed nor is it now infringing on any patent or other right\nbelonging to any person, firm or corporation.  Except as set forth in the\nDisclosure Schedule, the Company is not a party to any license, agreement or\narrangement, whether as licensee, licensor or otherwise, with respect to any\npatent, application for patent, invention, design, model, process, trade secret\nor formula.  The Company has the right and authority to use such inventions,\ntrade secrets, processes, models, designs and formula as are necessary to enable\nit to conduct and to continue to conduct all phases of its business in the\nmanner presently conducted by it, and that use does not, and will not, conflict\nwith, infringe on or violate any patent or rights of others.\n\n     3.16 Trade Secrets.  The Disclosure Schedule sets forth a true and complete\nlist, without extensive or revealing descriptions, of the Company's trade\nsecrets, including all secrets, formula, customer lists, processes, know-how,\nprograms, routines and other technical data, together with the specific location\nof each trade secret's documentation, including its complete description,\nspecifications, charts, procedures, and other material relating to it, is also\nset forth with it in the Disclosure Schedule.  Each trade secret's documentation\nis current, accurate and sufficient in detail and content to identify and\nexplain it, and to allow its full and proper use without reliance on the special\nknowledge or memory of others.\n\n     The Company is the sole owner of each of these trade secrets.  The Company\nhas taken all reasonable security measures to protect the secrecy,\nconfidentiality, and value of these trade secrets; any of their employees and\nany other persons who, either alone or in concert with others, developed,\ninvented, discovered, derived, programmed or designed these secrets, or who have\nknowledge of or access to information relating to them, have been put on notice\nand, if appropriate, have entered into agreements that these secrets are\nproprietary to the Company and not to be divulged or misused.\n\n     All of trade secrets listed on the Disclosure Schedule are presently valid\nand protectible, and are not part of the public knowledge or literature, nor\nhave they been used, divulged or appropriated for the benefit of any past or\npresent employees or other persons, or to the detriment of the Company.\n\n     3.17 Contracts.  Except for (i) Contracts which expire within a year from\nthe date hereof and (ii) provide for consideration of less than $5,000 in the\naggregate, the Disclosure Schedule sets forth a complete and current list of all\nContracts of the Company.\n\n     3.18 Contracts and Permits.  Each Contract and Permit is valid and binding\nupon each party thereto and is in full force and effect according to its terms,\nand there have been no amendments, modifications or supplements thereto other\nthan such as are specifically described on the Disclosure Schedule.  Except as\nset forth on the Disclosure Schedule, there is no default or claim of default\nunder any Contract or Permit and no event has occurred which, with the passage\nof time or the giving of notice (or both), would constitute a default by the\nCompany or any other party thereto, under any Contract or Permit, or would\npermit modification, acceleration or termination of any Contract or Permit, or\nresult in the creation of any lien or encumbrance on any of the Assets.  There\nis no Contract or Permit which has or may affect the Business Condition of the\nCompany.  Except as indicated on the Disclosure Schedule, none of the Permits\n\n                                      13\n\n \nor Contracts will require the consent of or notice to any Person thereto with\nrespect to any of the transactions contemplated herein.  None of the Permits\nrequires the payments of any further fees except as listed on the Disclosure\nSchedule, nor do any facts or circumstances exist presently or will exist at\nClosing which would indicate that the Company will not be entitled to renew any\nPermit upon its expiration or would be required to pay an extraordinary fee or\nchange in connection therewith.  Except for the Permits listed on the Disclosure\nSchedule, no other Permit is required for the operation of the businesses of the\nCompany as presently conducted.\n\n     3.19 Title to Assets.  The Company has good and marketable title to the\nAssets.  The Assets are free and clear of restrictions on or conditions to\ntransfer or assignment, and free and clear of mortgages, liens, pledges,\ncharges, encumbrances, equities, claims, easements, rights-of-way, covenants,\nconditions or restrictions, except for those items described on the Disclosure\nSchedule.  All tangible personal property included in the Assets is in good\noperating condition and repair, ordinary wear and tear excepted.  No\nStockholder, nor any officer, director or employee of the Company, nor any\nspouse, child or other relative of any of these Persons, owns, or has any\ninterest, directly or indirectly, in any of the Assets.\n\n     3.20 Customers.  A correct and current list of all customers of the Company\nis set forth on the Disclosure Schedule together with summaries of the sales\nmade to each customer during the most recent fiscal year.  Except as indicated\non the Disclosure Schedule, the Company has no information and is not aware of\nany facts, circumstances or conditions, indicating that any of these customers\nintend to cease doing business with the Company, or materially alter the amount\nof the business that they are presently doing with the Company.\n\n     3.21 Insurance Policies.  A description of all insurance policies held by\nthe Company concerning its business and properties is set forth on the\nDisclosure Schedule.  All these policies are in the respective principal amounts\nset forth on the Disclosure Schedule.  The Company has maintained and now\nmaintains (i) insurance on all its assets and business of a type customarily\ninsured, covering property damage and loss of income by fire or other casualty,\nand (ii) adequate insurance protection against all liabilities, claims, and\nrisks against which it is customary to insure.\n\n     3.22 Employment Arrangements.  A correct and current list of all Contracts\nwith respect to employment and collective bargaining agreements, to which the\nCompany is a party or by which the Company is bound is set forth on the\nDisclosure Schedule; all these Contracts and are in full force and effect, and\nneither the Company nor any other party is in default under any of them.  There\nhave been no claims of defaults and, there are no facts or conditions which if\ncontinued, or on notice, will result in a default under these Contracts.\n\n     3.23 Labor Relations; Employees.  The Company has paid of all salaries and\nwages accrued to the present to or for the benefit of its employees and has\ncomplied in all respects with all applicable Laws relating to the employment of\nlabor, including those relating to wages, hours, collective bargaining and the\npayment and withholding of Taxes, and has withheld and paid to the appropriate\ngovernmental authority, or is holding for payment not yet due to such authority,\nall amounts required by Law or agreement to be withheld from the wages or\nsalaries of such employees.  Except as set forth on the Disclosure Schedule,\nthere has been no adverse change in the relationship of the Company with its\nemployees (including any threatened union organization) nor any strike, work\nstoppage or labor disturbance by any such employees or any\n\n                                      14\n\n \nother third-party employees performing services, and the Company is not aware of\nany indication that such a change, strike or labor disturbance is likely.\n\n     3.24 Benefit Plans.  Except as set forth on the Disclosure Schedule, (a)\nthere are no Benefit Plans; (b) no Benefit Plan is either an \"employee pension\nbenefit plan,\" as defined in Section 3(2) of ERISA, or a \"multiemployer pension\nplan,\" as defined in Section 3(37) of ERISA; and (c) each Benefit Plan has been\nsubstantially operated and administered in all material respects in accordance\nwith its terms and applicable Law, including but not limited to ERISA and the\nCode.\n\n     3.25 Litigation.  Except as set forth on the Disclosure Schedule:\n\n          (i) The Company is not engaged in, or to the best of Stockholders', or\nthe Company's knowledge, threatened with any Proceeding.\n\n          (ii) The Company, to the best of its knowledge, has not committed any\nact or failed to take any action which would give rise to any Proceeding.\n\n          (iii)  No investigation of or Claims against of the officers and\ndirectors of the Company arising as a result of the status as such officers or\ndirectors, is pending, and, to the best of Stockholders' and the Company's\nknowledge, there is no investigation of or any Claim against any agent of the\nCompany arising as a result of his status as an agent of the Company pending or\nthreatened by any Person.\n\n     3.26 Absence of Sensitive Payments.  Neither any Stockholder nor the\nCompany, nor to the best of knowledge of each Stockholder and the Company any of\ntheir respective Affiliates, directors, officers, agents, stockholders or\nemployees have:\n\n          (i) made or agreed to make any contributions, payments, or gifts of\nfunds or property through any governmental official, employee or agent where\neither the payment or purpose of such contribution, payment or gift was or is\nillegal under the Laws of the United States, or any state thereof, or any other\njurisdiction (foreign or domestic);\n\n          (ii) established or maintained any unrecorded fund or asset for any\npurpose, or made any false or artificial entries on any of its books or records\nfor any reason; or\n\n          (iii)  made or agreed to make any contribution or expenditure, or\nreimbursed any political gift or contribution or any expenditure made by any\nother Person to candidates for public office, whether federal, state or local\n(foreign or domestic) where such contributions were or would be in violation of\napplicable Law.\n\n     3.27 Compliance with Laws.  The Company has at all times complied with all\napplicable Laws.\n\n     3.28 Environmental Laws.  The Company has all permits, product\nregistrations, franchises, licenses, easements, certificates, consents, rights,\nprivileges, orders, authorizations, and approvals of, and has made all filings\nwith, all federal, state or foreign governmental, regulatory or public bodies\nrelating to, arising under or required by the Environmental Laws as necessary\n\n                                      15\n\n \nfor the Company to conduct its business in the places it is presently conducted\n(the \"Environmental Permits\").  All the Environmental Permits are in full force\nand effect and no suspension or cancellation of any of them is threatened.\nIncluded in the Disclosure Schedule is a schedule completely listing and\ndescribing all the Environmental Permits.  The Company is operating in\ncompliance with all the Environmental Permits and with all limitations,\nconditions, standards and requirements contained in the Environmental Laws\napplicable to it and the business conducted by it.  Included in the Disclosure\nSchedule is a description of each summons, citation, order, letter, or other\nwritten communication received by the Company from any federal, state or foreign\ngovernmental, regulatory or public body under any of the Environmental Laws\nthrough the date hereof.\n\n     There are no currently existing \"Environmental Conditions\" (as hereinafter\ndefined) with respect to properties owned, occupied or used by the Company.  The\nCompany is not, and has not in the past been in violation of any Environmental\nLaws.  \"Environmental Condition\" means any pollution, contamination,\ndegradation, damage or injury caused by, related to, arising from, or in\nconnection with the generation, handling, use, treatment, storage,\ntransportation, disposal, discharge, Release or emission of any Hazardous\nSubstance.\n\n     3.29 No Breach or Violation.  The consummation of the transactions\ncontemplated in this Agreement will not result in or constitute any of the\nfollowing:  (i) a breach of any term or provision of this Agreement; (ii) a\ndefault or an event that, with notice or lapse of time or both, would be a\ndefault, breach or violation of the Articles of Incorporation or By-laws of the\nCompany or any Contract or Permit of the Company; (iii) an event that would\npermit any party to terminate any Contract or to accelerate the maturity of any\nindebtedness or other obligation of the Company; or (iv) the creation or\nimposition of any lien, charge or encumbrance on any of the assets of the\nCompany.\n\n     3.30 Authority.  The Company and each Stockholder has the right, power,\nlegal capacity and authority to execute, deliver, and perform this Agreement.\nSuch execution, delivery and performance (i) have been duly authorized by all\nnecessary action and (ii) do not and will not require the approval or consent of\nany Person whose approval or consent has not been obtained, or the filing or\ndeclaration with any Person.\n\n     3.31 Valid and Binding Obligations.  This Agreement and each of the\ndocuments and instruments to be executed by the Company or any Stockholder\npursuant to this Agreement when so delivered will constitute the legal, valid\nand binding obligations of such party enforceable against such party in\naccordance with this Agreement's and each such document's and instrument's\nrespective terms.\n\n     3.32 Affiliate Transactions.  Except as set forth on the Disclosure\nSchedule, no Stockholder, or any officer, director or employee of the Company,\nnor any spouse or child of any of them, has any direct or indirect interest in\nany competitor, supplier or customer of the Company or in any person from whom\nor to whom the Company leases any real or personal property, or in any other\nperson with whom the Company is doing business.\n\n     3.33 Books and Records.  Boots & Coots has been furnished for its\nexamination correct and complete (i) copies of the Articles of Incorporation and\nBy-laws of the Company; (ii) the minute books of the Company containing all\nrecords required to be set forth of all proceedings,\n\n                                      16\n\n \nconsents, actions and meetings of the shareholders and boards of directors of\nthe Company; (iii) the stock transfer books of the Company setting forth all\ntransfers of any capital stock; and (iv) all other documentation with respect to\ncorporate proceedings and policies of the Company.  The Books and Records of the\nCompany accurately reflect in all material respects the business, financial\ncondition and results of operations of the Company and have been maintained in\nall material respects in accordance with good business and bookkeeping\npractices.\n\n     3.34 Personnel.  A complete and correct list of the names and addresses of\nall officers, directors, employees, agents and manufacturer's representatives of\nthe Company, stating the rates of compensation payable to each is set forth on\nthe Disclosure Schedule.\n\n     3.35 Banking.  A complete and correct list of names and addresses of all\nbanks or other financial institutions in which the Company has an account,\ndeposit or safe-deposit box, with the names of all persons authorized to draw on\nthese accounts or deposits or to these boxes is set forth on the Disclosure\nSchedule.\n\n     3.36 Brokers.  All negotiations relating to this Agreement and the\ntransactions contemplated herein have been carried out without the intervention\nof any person acting on behalf of the Company or any Stockholder in such manner\nas to give rise to any valid claim for any commission, or other fee, against\nBoots & Coots, Newco, Stockholders or the Company or their Affiliates.\n\n     3.37 Full Disclosure.  None of the representations and warranties made by\nthe Company or any Stockholder, or made in any certificate, document, instrument\nor other writing furnished or to be furnished by any Stockholder or the Company\nor on their behalves, contain or will contain any untrue statement of material\nfact, or omit any material fact the omission of which would be misleading.  Any\nitem disclosed by the Company or Stockholders in this Agreement or the\nDisclosure Schedule shall be deemed to be disclosed only in connection with the\nspecific representation to which it is specifically referred.  Except as\ndisclosed in this Agreement or in the Disclosure Schedule there is no fact,\ncircumstance or condition which does or could reasonably be expected to\nadversely affect the Business Condition of the Company.\n\n     3.38 Compliance with Law.  Each Stockholder acknowledges that the Boots & Coots Stock to be delivered to such Stockholder pursuant to this Agreement has\nnot been and will not be registered under the 1933 Act and therefore may not be\nresold without compliance with the 1933 Act.  The Boots & Coots Stock to be\nacquired by each Stockholder pursuant to this Agreement is being acquired solely\nfor his own account, for investment purposes only, and with no present intention\nof distributing, selling or otherwise disposing of it in connection with a\ndistribution.  Each Stockholder covenants, warrants and represents that none of\nthe shares of Boots & Coots Stock issued to Stockholder will be offered, sold,\nassigned, pledged, hypothecated, transferred or otherwise disposed of except\nafter full compliance with all of the applicable provisions of the 1933 Act and\nthe rules and regulations of the SEC.  All the Boots & Coots Stock shall bear\nthe following legend:\n\n     THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN\n     REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY\n     STATE.  SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON SUCH\n     REGISTRATION OR UPON DELIVERY\n\n                                      17\n\n \n     TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION\n     THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE OR TRANSFER.\n\n     3.39 Economic Risk; Sophistication.  Each Stockholder represents he is able\nto bear the economic risk of an investment in the Boots & Coots Stock to be\nacquired pursuant to this Agreement and can afford to sustain a total loss of\nsuch investment and has such knowledge and experience in financial and business\nmatters that he is capable of evaluating the merits and risks of the proposed\ninvestment in the Boots & Coots Stock.  Such Stockholder has had an adequate\nopportunity to ask questions and receive answers from the officers of Boots & Coots concerning any and all matters relating to the transactions described\nherein including, without limitation, the background and experience of the\ncurrent and proposed officers and directors of Boots & Coots, the plans for the\noperations of the business of Boots & Coots, and any plans for additional\nacquisitions and the like.  Such Stockholder has asked any and all questions in\nthe nature described in the preceding sentence and all questions have been\nanswered to his satisfaction.\n\n     3.40 Truth of Representations and Warranties.  All of the representations\nand warranties of the Company and Stockholders contained in this Agreement or in\nany certificate, document, instrument or other writing furnished or to be\nfurnished by the Company or Stockholders shall be true as of the date of this\nAgreement and shall be deemed to have been made again at and as of the Closing\nDate, and shall then be true and correct in all respects.\n\n                                   SECTION 4\n\n           REPRESENTATIONS AND WARRANTIES OF BOOTS & COOTS AND NEWCO\n\n          Boots & Coots and Newco hereby represent and warrant (jointly and\nseverally) to Company and Stockholders as follows:\n\n     4.1  Organization.  Boots & Coots is a corporation duly incorporated,\nvalidly existing and in good standing under the Laws of the State of Delaware,\nhas all necessary power to own its assets and to carry on its business as\npresently conducted, and is or will be, upon appropriate filings, duly qualified\nto do intrastate business and in good standing in each jurisdiction where the\nnature of its business or of its properties makes such qualification necessary.\n\n     4.2  Capital Stock of Boots & Coots.  The authorized capital stock of Boots\n& Coots is 50,000,000 shares of Common Stock, of which 29,998,662 shares are\nissued and outstanding as of the date hereof and 5,000,000 shares of preferred\nstock, par value $.00001 per share, of which no shares are issued and\noutstanding as of the date hereof.  All shares of Boots & Coots Stock are\nvalidly issued, fully paid and nonassessable.\n\n     4.3  Boots & Coots Stock.  At the time of issuance thereof, the Boots & Coots Stock to be delivered pursuant to this Agreement will constitute valid and\nlegally issued shares of Common Stock of Boots & Coots, fully paid and\nnonassessable.\n\n     4.4  No Breach or Violation.  The consummation of the transactions\ncontemplated in this Agreement will not result in or constitute any of the\nfollowing:  (i) a breach of any term or provision of this Agreement; (ii) a\ndefault or an event that, with notice or lapse of time or both,\n\n                                      18\n\n \nwould be a default, breach or violation of the Certificate of Incorporation or\nBy-laws of Boots & Coots, the Articles of Incorporation or By-laws of Newco or\nany agreement, license or permit to which Boots & Coots or Newco is a party or\nby which it is bound; (iii) an event that would permit any party to terminate\nany agreement or accelerate the maturity of any indebtedness or other obligation\nof Boots & Coots or Newco.\n\n     4.5  Authority.  Each of Boots & Coots and Newco have the right, power,\nlegal capacity and authority, to execute, deliver and perform this Agreement and\nother instruments and documents required or contemplated to be executed,\ndelivered and performed by each of them under this Agreement.  Such execution,\ndelivery and performance (i) have been duly authorized by all necessary action,\nand (ii) do not and will not require the approval or consent of any Person whose\napproval or consent has not been obtained or any filing or declaration with any\nPerson.\n\n     4.6  Valid and Binding Obligation.  This Agreement and each of the\ndocuments and instruments to be executed by each of Boots & Coots and Newco\npursuant to this Agreement when so delivered will constitute the legal, valid\nand binding obligation of each such party enforceable in accordance with this\nAgreement's, and each such document's and instrument's respective terms.\n\n     4.7  Brokers.  All negotiations relating to this Agreement and the\ntransactions contemplated herein have been carried out without the intervention\nof any person acting on behalf of Boots & Coots or Newco in such manner as to\ngive rise to any valid claim for any commission, or other fee, against Boots & Coots, Newco, Stockholders, the Company or their Affiliates.\n\n     4.8  Full Disclosure.  None of the representations and warranties made by\nBoots & Coots or Newco, or made in any certificate, document, instrument or\nother writing furnished or to be furnished by Boots & Coots or Newco, or on\ntheir behalf, contain or will contain any untrue statement of material fact, or\nomit any material fact, the omission of which would be misleading.  Any item\ndisclosed by Boots & Coots or Newco in this Agreement shall be deemed to be\ndisclosed only in connection with the specific representation to which it is\nspecifically referenced.\n\n     4.9  Books and Records.  The Company and Stockholders have been furnished\nwith correct and complete copies of the Articles of Incorporation and By-laws of\nBoots & Coots and Newco for their examination.\n\n     4.10 Publicly Traded.  Boots & Coots is, or at the time of Closing will be,\na public company having filed with the SEC all reports required under Section 13\nor Section 15(d) of the 1934 Act, and having registered with the SEC its common\nstock under either Section 12(b) or Section 12(g) of the 1934 Act, such\nregistration being currently effective for such previously issued equity\nsecurities, and such stock being qualified and otherwise listed and approved for\ntrading on the American Stock Exchange.\n\n     4.11 Absence of Liabilities.  Except as has been disclosed publicly in a\npress release, Boots & Coots has no material debt, liability or obligation of\nany nature, whether accrued, absolute, contingent or otherwise, and whether due\nor to become due, that is not reflected on or reserved against on the\nconsolidated balance sheet of Boots & Coots set forth on Form 10-KSB\n\n                                      19\n\n \nfor the fiscal year ended June 30, 1997, as amended, or on the unaudited\nconsolidated balance sheet of Boots & Coots set forth on Form 10-QSB for the\nfiscal quarter ended September 30, 1997, except for those that may have been\nincurred after the date thereof, which were incurred in the ordinary course of\nbusiness. Except as contemplated herein, Newco has no debts, liabilities or\nobligations of any nature, whether accrued, absolute, contingent or otherwise,\nand whether due or to become due.\n\n     4.12 Litigation.  Neither Boots & Coots nor Newco is engaged in, or to the\nbest of their knowledge, threatened with any Proceeding, including, without\nlimitation, any action of the SEC or any state securities commission.  Neither\nBoots & Coots nor Newco, to the best of their knowledge, has committed any act\nor failed to take any action which would give rise to any Proceeding, including,\nwithout limitation, any action of the SEC or any state securities commission.\n\n     4.13 Truth of Representations and Warranties.  All of the representations\nand warranties of the Boots & Coots and Newco contained in this Agreement or\nmade in certificate, document, instrument or other writing shall be true as of\nthe date of this Agreement and shall be deemed to have been made again at and as\nof the Closing Date, and shall then be true and correct in all respects.\n\n                                   SECTION 5\n\n                   COVENANTS OF THE COMPANY AND STOCKHOLDERS\n                   -----------------------------------------\n\n     5.1  New Transactions; Consent.  The Company agrees, and Stockholders agree\nto cause the Company, to carry on its business and activities diligently and in\nsubstantially the same manner as they had previously been carried out, and shall\nnot make agreements to any unusual or novel methods of manufacture, purchase,\nsale, lease, management, accounting or operation that will vary materially from\nthose methods used by the Company as of the date of the Base Balance Sheet.\nExcept as set forth on the Disclosure Schedule, the Company will not engage in,\nagree to, or suffer any transaction or condition described in Section 3.6 and\nStockholders will not permit any of such events without Boots & Coots' prior\nwritten consent.\n\n     5.2  Compliance with and Performance of Agreement and Laws.  Stockholders\nshall and shall cause the Company to:\n\n          (i) perform all acts to be performed by it as contemplated in this\nAgreement and that may be necessary to be performed by it to keep this Agreement\nand the transactions contemplated in this Agreement from (i) violating any Law,\nor (ii) resulting in the creation of any lien, charge or encumbrance upon any of\nthe Assets;\n\n          (ii) refrain from taking any action that would in any way prevent or\ninvalidate the consummation of the transactions contemplated in this Agreement,\nor that would cause or permit this Agreement and the consummation of the\ntransactions contemplated in this Agreement to (i) violate any Law, or (ii)\nresult in the creation of any lien, charge or encumbrance upon any of the\nAssets; and\n\n                                      20\n\n \n          (iii)  use its best efforts to satisfy all conditions precedent to the\nClosing and to obtain all consents contemplated herein.\n\n     5.3  Maintenance of Assets.  The Company shall, and Stockholders shall\ncause the Company to, make all repairs and replacements to the Assets, necessary\nto preserve them in good condition, ordinary wear and tear excepted.\n\n     5.4  Business Relationships.  The Company shall, and Stockholders shall\ncause the Company to, employ its best efforts to preserve intact the existing\nrelationships of the Company with suppliers, customers, distributors, employees\nand others having business relationships with the Company.\n\n     5.5  Performance of Obligations.  The Company or Stockholders shall give\nwritten notice to Boots & Coots promptly after Stockholders, the Company or\ntheir respective Affiliates obtains knowledge of the occurrence, or promptly\nafter the receipt by Stockholders, the Company or their respective Affiliates of\nany notice or claiming or alleging the occurrence, of:\n\n          (i) any breach or default, or event which with notice, the passage of\ntime or both might constitute a breach or default, with respect to any Contracts\nor Permits of the Company; or\n\n          (ii) any damage or loss reasonably estimated to exceed $25,000 with\nrespect to the Assets;\n\n          (iii)  any event or omission which would result in (i) any of the\nrepresentations and warranties contained in Section 3 of this Agreement being or\nbecoming inaccurate or misleading or (ii) the creation of any lien (other than\ninchoate statutory liens with respect to obligations that are not past due) or\nencumbrance on any of the Assets or the Shares; or\n\n          (iv) any breach by Stockholders or the Company of this Agreement.\n\n     5.6  Insurance; Loss.  Stockholders shall cause the Company to maintain\ninsurance with reputable insurance companies, to the extent and in the manner\nmaintained as of the date hereof on the Assets, and Stockholders shall bear the\nrisk of any uninsured loss or damage with respect to any Assets arising from any\nevent occurring on or prior to the Closing Date.  In the event of any loss or\ndamage in excess of $25,000 whether or not insured, on or prior to the Closing\nDate to any of the Assets, Boots & Coots at its option, may terminate this\nAgreement by giving written notice to the Company and Stockholders on or before\nthe Closing Date.\n\n     5.7  Examination of Books and Records, etc.  The Company shall, and\nStockholders shall cause the Company to, permit Buyer and its authorized\nrepresentatives at all reasonable times to inspect the Assets, and to examine\nand make extracts from and copies of all books, documents (including without\nlimitation all existing surveys, contracts, title documents, abstracts and\nopinions, lien filings and searches, papers filed in any judicial or\nadministrative proceeding or with any public authority, demands, notices,\ncorrespondence and memoranda), records, financial information and operations\ndata, relating to the Company.\n\n                                      21\n\n \n     5.8  Further Assurances.  Stockholders shall execute, acknowledge and\ndeliver, at or at any time after the Closing, at no expense to Boots & Coots,\nall such assignments, transfers, consents, instruments and other documents as\nBoots & Coots may reasonably request to vest in Boots & Coots, and to protect\nand assure Boots & Coots' right, title and interest in, and enjoyment of, the\nCompany Shares.\n\n     5.9  Other Matters.  Stockholders shall cooperate at their expense with\nBoots & Coots, both before and after the Closing, to the extent Buyer may\nreasonably request, in the defense of any Proceeding seeking to restrain,\nprohibit or invalidate the transactions contemplated in this Agreement.\n\n     5.10 San Benito Obligations.  Stockholders shall each use their best\nefforts to obtain (i) the consent, in form and substance reasonably acceptable\nto Boots & Coots, of San Benito Bank to the transactions contemplated by this\nAgreement; and (ii) the agreement, in form and substance reasonably acceptable\nto Boots & Coots, to extend the maturity date for the San Benito Obligations to\na date which is not less than six (6) months from the Closing Date.  As an\nincentive to San Benito Bank to grant such consent and enter into such\nagreement, Stockholders may offer to San Benito Bank the corporate guaranty of\nBoots & Coots and Boots & Coots will execute and deliver to San Benito Bank such\ncorporate guaranty, if so required.\n\n                                   SECTION 6\n\n                      COVENANTS OF BOOTS & COOTS AND NEWCO\n                      ------------------------------------\n\n     6.1  Compliance with and Performance of Agreement and Laws.  Boots & Coots\nand Newco shall:\n\n          (i) perform all acts to be performed by them as contemplated in this\nAgreement and that may be necessary to be performed by them to keep this\nAgreement and the transactions contemplated in this Agreement from violating any\nLaw;\n\n          (ii) refrain from any action that would in any way prevent or\ninvalidate the consummation of the transactions contemplated in this Agreement,\nor would cause this Agreement and the consummation of the transactions\ncontemplated in this Agreement to violate any Law; and\n\n          (iii)  use their best efforts to satisfy all conditions precedent to\nthe Closing.\n\n     6.2  Notice of Default.  Boots & Coots shall give written notice to Company\npromptly after Boots & Coots and Newco or any of their Affiliates obtains\nknowledge of the occurrence, or promptly after the receipt by Boots & Coots or\nNewco or any of their Affiliates of any notice claiming or alleging the\noccurrence of:\n\n          (i) any event or omission which would result in any of Boots & Coots'\nand Newco's representations and warranties contained in Section 4 of this\nAgreement being or becoming inaccurate or misleading; or\n\n          (ii) any breach by Boots & Coots or Newco of this Agreement.\n\n                                      22\n\n \n     6.3  Other Matters.  Boots & Coots and Newco shall cooperate at their\nexpense with Stockholders and Company, both before and after the Closing, to the\nextent Stockholder may reasonably request, in the defense of any Proceeding\nseeking to restrain, prohibit or invalidate the transactions contemplated in\nthis Agreement.\n\n     6.4  Retirement and\/or Assumption of Company Debts and Obligations.  Within\nninety (90) days after the Closing Date, Boots & Coots shall retire all the\nshareholder debt listed on Annex IV hereto, and shall retire, or assume all the\nobligations of the Stockholders and\/or Ambiotec and secure their personal\nrelease with respect to, the long-term indebtedness of the Company and the other\nobligations specifically listed on Annex IV hereto.  Within ninety (90) days\nafter the Closing Date, Boots & Coots also shall assume all the obligations of\nthe Stockholders and\/or Ambiotec and secure their personal release with respect\nto the motor vehicle lease obligations listed on Annex IV hereto.\n\n     6.5  Registration Rights.\n\n          (i) Whenever, at any time (a) after the Closing Date and (b) prior to\nthe earlier of (x) the time a Stockholder becomes eligible to sell all such\nStockholders' Registrable Shares (as defined below) without any restrictions\nunder Rule 144 or (y) the seventh anniversary of the Effective Time, Boots & Coots files a registration statement (other than a registration statement\nrelating solely to stock option or employee benefit plans or relating to a\ntransaction covered by Rule 145 under the 1933 Act) it will, at least 20 days\nprior to such filing, give written notice to each Stockholder of its intention\nto do so, describing such securities and specifying the form and manner and the\nother relevant facts involved in such proposed registration and, upon the\nwritten request of a Stockholder given within 15 days after receipt of such\nnotice (which request shall state the intended method of disposition of the\nBoots & Coots Stock), Boots & Coots shall (subject to this Section) use its\nreasonable best efforts to cause all Registrable Shares (as defined below) which\nBoots & Coots has been requested by a Stockholder to register to be registered\nunder the 1933 Act to the extent necessary to permit the sale or other\ndisposition thereof in accordance with such filing of a registration statement\nand the intended methods of distribution specified in the request of the\nStockholder; provided, however, that Boots & Coots shall have the right to\npostpone or withdraw any registration effected pursuant to this Section without\nobligation to any Stockholders.  For the purposes hereof, Registrable Shares\nshall mean the shares of Boots & Coots Stock received by a Stockholder in\nconnection with the merger transaction contemplated in this Agreement (excluding\nany such shares while they are held by the Escrow Agent pursuant to the Escrow\nAgreement) and any shares of Boots & Coots Stock issued as a dividend or other\ndistribution with respect to, or in exchange for or in replacement of such\nshares.\n\n          (ii) If the proposed registration of Registrable Shares which Boots & Coots has been requested by the Stockholder to include in a registration is to\nbe distributed by or through an underwriter or underwriters, who shall be chosen\nin the sole discretion of Boots & Coots, the Stockholder must agree (i) to sell\nsuch Registrable Shares on the same basis as provided in the underwriting\narrangement approved by Boots & Coots and (ii) to complete and execute, in a\ntimely manner, all reasonable and customary questionnaires, powers of attorney,\nindemnities, hold-back or lockup agreements, underwriting agreements and other\ndocuments required by Boots & Coots, under the terms of such arrangement or by\nthe SEC.\n\n                                      23\n\n \n          (iii)  If, in the opinion of the managing underwriter for any such\nunderwritten offering, the registration of all, or part of, the Registrable\nShares which any Stockholder has requested be included in such public offering\nwould have an adverse effect on the success of the offering, then Boots & Coots\nshall be required to include in the underwriting only that number of Registrable\nShares, if any, which the managing underwriter reasonably believes may be sold\nwithout causing such adverse effect.  If the number of shares to be included in\nthe underwriting in accordance with the foregoing is less than the number of\nshares which the Stockholder and all other persons entitled to participate in\nthe registration have requested be included (whether pursuant to the exercise of\nregistration rights or otherwise) Boots & Coots and any stockholder exercising\ndemand registration rights shall be entitled to include all shares which it had\nintended to register, after which the Stockholder shall participate in the\nunderwriting pro rata with the holders of all other shares entitled to\nparticipate in the underwriting pursuant to registration rights or otherwise,\nbased upon their respective total ownership of shares of Common Stock, and if\nany holder or the Stockholder would thus be entitled to include more shares than\nsuch holder or the Stockholder requested to be registered, the excess shall be\nallocated among other requesting holders and the Stockholder pro rata based upon\ntheir respective total ownership of shares of Boots & Coots Stock.  If requested\nby any underwriter or underwriters, the Stockholder shall agree to sell its\nRegistrable Shares which are subject to the registration to or through such\nunderwriter or underwriters at the same price to be paid to Boots & Coots and\nany other selling stockholders;\n\n          (iv) Whenever any Registrable Shares are to be registered pursuant to\nthis Agreement, Boots & Coots will use its reasonable best efforts to effect the\nregistration as quickly as practicable and will involve Stockholder's counsel in\nthe preparation of the Registration Statement (provided that the fees of\nStockholder's counsel shall be borne by the Stockholder), and in connection with\nsuch registration Boots & Coots will as expeditiously as practicable:\n\n          (a) prepare and file with the SEC such amendments and post-effective\namendments to the registration statement as may be necessary to keep the\nregistration statement effective for a period equal to the lesser of (x) 180\ndays, (y) the number of days remaining until the participating Stockholders\nshall be eligible to sell all such Registrable Shares without any restrictions\nunder Rule 144, or (z) when all Registrable Shares covered by such registration\nstatement have been sold or withdrawn at the request of participating\nStockholders; cause the prospectus to be supplemented by any required prospectus\nsupplement, and as so supplemented to be filed pursuant to Rule 424 under the\nSecurities Act; and comply with the provisions of the 1933 Act applicable to it\nwith respect to the disposition of all securities covered by such registration\nstatement during the applicable period in accordance with the intended methods\nof disposition set forth in such registration statement or supplement to the\nprospectus;\n\n          (b) furnish to each participating Stockholder such number of copies of\nthe registration statement and amendments thereto and such number of copies of\nthe prospectus (including each preliminary prospectus) and any amendments or\nsupplements thereto, and any documents incorporated by reference therein, as\nsuch participating Stockholder or the underwriters, if any, may request in order\nto facilitate the disposition of the Registrable Shares being sold by\nparticipating Stockholder;\n\n          (c) notify a participating Stockholder and such Stockholder's counsel\nat any time when Boots & Coots becomes aware of the occurrence of any event as a\nresult of\n\n                                      24\n\n \nwhich the prospectus included in such registration statement (as then in effect)\ncontains any untrue statement of a material fact or omits to state a material\nfact required to be stated therein or necessary to make the statements therein\nin light of the circumstances of which they were made not misleading and, as\npromptly as practicable thereafter, if required by applicable law, prepare and\nfile with the SEC and furnish a supplement or amendment to such prospectus so\nthat, as thereafter delivered to the purchasers of such Registrable Shares, such\nprospectus will not contain any untrue statement of a material fact or omit to\nstate a material fact required to be stated therein or necessary to make the\nstatements therein, in light of the circumstances under which they were made,\nnot misleading;\n\n          (d) on or prior to the date on which the registration statement is\ndeclared effective, use its reasonable best efforts to register or qualify the\nRegistrable Shares covered by the registration statement for offer and sale\nunder the securities or Blue Sky laws of each state and other jurisdiction of\nthe United States as the participating Stockholder or the underwriter, if any,\nmay reasonably request in writing, and to do any and all other acts or things\nnecessary or advisable to enable the disposition in all such jurisdictions of\nthe Registrable Shares covered by the applicable registration statement;\nprovided, that Boots & Coots will not be required to qualify generally to do\nbusiness in any jurisdiction where it is not then so qualified or to take any\naction which would subject it to general service of process in any such\njurisdiction where it is not then so subject;\n\n          (e) each participating Stockholder agrees that, upon receipt of any\nnotice from Boots & Coots of the occurrence of any event of the kind described\nin subsection (c) hereof, it will forthwith discontinue disposition of\nRegistrable Shares until it has received copies of the supplemented or amended\nprospectus contemplated herein;\n\n          (f) it shall be a condition precedent to the obligation of Boots & Coots to file a registration statement, which includes or will include\nRegistrable Shares, that the participating Stockholder shall furnish promptly to\nBoots & Coots instruments in writing duly executed containing all such\ninformation as Boots & Coots shall reasonably request for use in connection with\nthe preparation of the registration statement or the prospectus or preliminary\nprospectus included therein, as well as all undertakings which the SEC may\nrequest or Boots & Coots or any underwriter may reasonably request under the\n1934 Act.\n\n          (v) With regard to the registration of Registrable Shares pursuant to\nthe terms of this Agreement, except as otherwise provided for below, Boots & Coots shall bear all usual and customary costs and expenses incidental to the\npreparation of the registration statement, including all registration, filing\nand qualification fees and expenses of counsel to Boots & Coots, all fees and\nexpenses of Boots & Coots' independent auditors, all fees and expenses of\nunderwriters and all printing costs and all fees and expenses incidental to\ncomplying with the state securities or Blue Sky laws with regard to the\nRegistrable Shares, provided, however, that the Stockholder shall bear all fees\nand expenses of any underwriters that are customarily paid by selling\nstockholders, such as underwriter discounts and commissions attributable to the\nRegistrable Shares offered by the Stockholder, and all fees and expenses of any\ncounsel or experts retained by the Stockholder plus all out-of-pocket expenses\nof Stockholder or any agent who manages Stockholder's account, in connection\nwith the requested registration.\n\n                                      25\n\n \n          (vi) For the purposes of this Section 6.5, Boots & Coots will\nindemnify and hold harmless the Stockholder (the \"Indemnified Person\") against\nany and all losses, claims, damages, costs, penalties, expenses (including\nreasonable attorney's fees and expenses and costs of investigation or\nlitigation) or liabilities, joint or several, to which the Indemnified Person\nmay become subject under the 1933 Act, the 1934 Act or otherwise, insofar as\nsuch losses, claims, damages or liabilities (or actions in respect thereof)\narise out of, are based upon or are caused by:\n\n          (a) any untrue statement or alleged untrue statement of any material\nfact contained in a registration statement, any preliminary prospectus or final\nprospectus contained in the registration statement, or any amendment or\nsupplement to such registration statement, or arise out of or are based upon the\nomission or alleged omission to state a material fact required to be stated\ntherein or necessary to make the statements therein not misleading in light of\nthe circumstances under which they were made; provided, however, that Boots & Coots shall not be liable in any such case to:  (a) the Indemnified Person to\nthe extent that any such loss, claim, damage or liability arises out of or is\nbased upon any untrue statement or omission made in such registration statement,\npreliminary prospectus or prospectus, or any such amendment or supplement, in\nreliance upon and in conformity with information furnished in writing to Boots & Coots by or on behalf of the Indemnified Person for inclusion in the\nregistration statement, prospectus, amendment or supplement or (b) the\nIndemnified Person from whom the person asserting any such loss, claim, damage\nor liability purchased the Registrable Shares if the Indemnified Person failed,\nif required by the 1933 Act, to send or give a copy of the final prospectus to\nthe person asserting such loss, claim, damage or liability; or\n\n          (b)  any violation or alleged violation by Boots & Coots of the\n1933 Act.\n\n          Such indemnification shall remain in full force and effect regardless\nof any investigation made by any party and shall survive the transfer of the\nBoots & Coots Stock by the Indemnified Person.\n\n          (vii)  For the purposes of this Section 6.5, the Stockholder will, to\nthe extent permitted by law, indemnify and hold harmless Boots & Coots, each of\nits directors and officers, each underwriter, each officer and director of each\nunderwriter, and each person, if any, who controls Boots & Coots (within the\nmeaning of Section 15 of the 1933 Act) against any and all losses, claims,\ndamages or liabilities, joint or several, to which Boots & Coots, such directors\nand officers, underwriter, officers or directors of underwriter, or controlling\nperson may become subject under the 1933 Act, 1934 Act or otherwise, insofar as\nsuch losses, claims, damages or liabilities (or actions in respect thereof)\narise out of, are based upon or are caused by any untrue statement or alleged\nuntrue statement of a material fact contained in a registration statement, any\npreliminary prospectus or final prospectus contained in the registration\nstatement, or any amendment or supplement to the registration statement, or any\nomission or alleged omission to state a material fact required to be stated\ntherein or necessary to make the statements therein not misleading in light of\nthe circumstances under which they were under, if the statement or omission was\nmade in reliance upon and in conformity with information furnished in writing to\nBoots & Coots by or on behalf of, the Stockholder for use in connection with the\npreparation of such registration statement, prospectus, amendment or supplement.\n\n                                      26\n\n \n     6.6  Transfer and Other Taxes.  Boots & Coots shall pay any and all\ntransfer, excise, documentation, stamp Tax or other applicable transfer Tax on\nthe transactions contemplated herein.\n\n                                   SECTION 7\n\n         CONDITIONS PRECEDENT TO BOOTS & COOTS' AND NEWCO'S PERFORMANCE\n         --------------------------------------------------------------\n\n     7.1  Conditions.  The obligation of Boots & Coots and Newco to perform\nunder this Agreement are subject to the satisfaction, at or before the Closing\nDate, of all the conditions set out below in this Section 7.  Boots & Coots and\nNewco may waive any or all of these conditions in whole or in part without prior\nnotice; provided, however, that no such waiver of a condition shall constitute a\nwaiver by Boots & Coots or Newco of any of their other rights or remedies, at\nLaw or in equity, if Stockholders or Company shall be in default of any of their\nrepresentations, warranties or covenants under this Agreement.\n\n     7.2  Accuracy of Representations.  All representations and warranties made\nby Stockholders, the Company and any Affiliate of them in this Agreement or in\nany certificate, document, instrument or other writing that shall be delivered\nto Boots & Coots or Newco by or on behalf of Stockholders or the Company under\nthis Agreement shall be true and correct on and as of the Closing Date as though\nmade on and as of the Closing Date.\n\n     7.3  Performance.  Stockholders and the Company shall have performed,\nsatisfied and complied with all covenants, agreements, and conditions required\nby this Agreement to be performed, satisfied or complied with by them on or\nbefore the Closing Date.\n\n     7.4  No Material Changes.  During the period from the date of the Base\nBalance Sheet to the Closing Date, there shall not have been any material\nadverse change in the Business Condition or the results of operations of the\nCompany, and the Company shall not have sustained any material loss or damage to\nits Assets, whether or not insured.\n\n     7.5  Closing Certificate.  Boots & Coots and Newco shall have received on\nthe Closing Date a certificate or certificates, in form and substance reasonably\nsatisfactory to Buyer and its counsel, from appropriate officers of the Company,\ncertifying the matters set forth in Section 7.2, 7.3 and 7.4 of this Agreement,\nand certifying that (i) attached to such certificate or certificates are true\nand correct copies of the Articles of Incorporation and By-laws of the Company,\nand (ii) the incumbency of each officer executing this Agreement and all\ndocuments and instruments executed in connection herewith.\n\n     7.6  Opinion of Counsel.  Boots & Coots and Newco shall have received the\nwritten opinion of Bisk & Lutz, L.L.P., counsel for Stockholders and the Company\ndated the Closing Date in a form and substance reasonably satisfactory to Boots\n& Coots and Newco and their counsel.\n\n     7.7  Absence of Litigation.  No Proceeding pertaining to the transactions\ncontemplated in this Agreement or to their consummation, shall have been\ninstituted or threatened on or before the Closing Date.\n\n                                      27\n\n \n     7.8  Approval.  The execution and delivery of this Agreement by\nStockholders and the Company, and the performance of their covenants and\nobligations under it, shall have been duly authorized by all necessary action,\nand Boots & Coots and Newco shall have received copies of all resolutions of the\nCompany pertaining to that authorization certified by the secretary of the\nCompany.\n\n     7.9  Consents.  All necessary agreements, consents and approvals of any\nPersons to the consummation by Stockholders and the Company of the transactions\ncontemplated in this Agreement or otherwise pertaining to the matters covered by\nit shall have been received by Boots & Coots and Newco and shall be in a form\nand substance satisfactory to Boots & Coots and Newco and their counsel.\n\n     7.10 Approval of Documents.  The form and substance of all certificates,\ninstruments, opinions and other documents delivered to Boots & Coots and Newco\nunder this Agreement shall be satisfactory in all reasonable respects to Boots\nand Coots and their counsel.\n\n     7.11 Governmental Approvals.  All required governmental filings shall have\nbeen made, and all requisite governmental approvals for the consummation of the\ntransactions contemplated in this Agreement shall have been received on terms\nsatisfactory to Boots & Coots and Newco.\n\n     7.12 Employment Agreements.  Lee Thompson and Timothy O'Brien shall have\nentered into employment agreements in form and substance reasonably satisfactory\nto Boots & Coots and Newco and their counsel.\n\n     7.13 Ambiotec Alliance.  Ambiotec shall have entered into an alliance\nagreement with the Company reflecting their previous working relationship (the\n\"Alliance Agreement\").\n\n     7.14 Resignations.  Each of Carlos M. Marin and David A. Hanawa shall have\nresigned from their respective offices with the Company.\n\n                                   SECTION 8\n\n        CONDITIONS PRECEDENT TO STOCKHOLDERS' AND COMPANY'S PERFORMANCE\n        ---------------------------------------------------------------\n\n     8.1  Conditions.  The obligations of Stockholders and the Company to\nperform under this Agreement are subject to the satisfaction, at or before the\nClosing Date, of all the following conditions of this Section 8.  Stockholder\nand the Company may waive any or all of these conditions in whole or in part\nwithout prior notice; provided, however, that no such waiver of a conditions\nshall constitute a waiver by Stockholder or the Company of any of their other\nrights or remedies, at Law or in equity, if Boots & Coots and Newco shall be in\ndefault of any of its representations, warranties or covenants under this\nAgreement.\n\n     8.2  Accuracy of Representations.  All representations and warranties by\nBoots & Coots and Newco or any Affiliate of them in this Agreement or in any\ncertificate, document, instrument or other writing that shall be delivered to\nStockholders or the Company by or on behalf of Boots & Coots and Newco under\nthis Agreement shall be true on and as of the Closing Date as though such\nrepresentations and warranties were made on and as of the Closing Date.\n\n                                      28\n\n \n     8.3  Performance.  Boots & Coots and Newco shall have performed, satisfied\nand complied with all covenants, agreements and conditions required by this\nAgreement to be performed, satisfied or complied with by them, on or before the\nClosing Date.\n\n     8.4  Closing Certificate.  Stockholders and the Company shall have received\non the Closing Date a certificate or certificates, in form and substance\nreasonably satisfactory to Stockholders and the Company and their counsel, from\nappropriate officers of Boots & Coots and Newco, certifying the matters set\nforth in 8.2 and 8.3 of this Agreement, and certifying that (i) attached to such\ncertificate or certificates are the true and correct copies of the Certificate\nor Articles of Incorporation and By-laws of Boots & Coots and Newco,\nrespectively, and (ii) the incumbency of each officer executing this Agreement\nand all documents and instruments executed in connection herewith.\n\n     8.5  Legal Opinion.  Stockholders and the Company shall have received the\nwritten opinion of Brown, Parker & Leahy, L.L.P., counsel for Boots & Coots and\nNewco dated the Closing Date in a form and substance reasonably satisfactory to\nStockholders and the Company and their counsel.\n\n     8.6  Absence of Litigation.  No Proceeding pertaining to the transactions\ncontemplated in this Agreement or the consummation shall have been instituted or\nthreatened on or before to Closing Date.\n\n     8.7  Approval.  The execution and delivery of this Agreement by Boots & Coots and Newco, and the performance of their obligations and covenants under\nit, shall have been duly authorized by all necessary action, and Stockholders\nand the Company shall have received copies of all resolutions pertaining to that\nauthorization with respect to Boots & Coots and Newco certified by the Secretary\nof each of them.\n\n     8.8  Consents.  All necessary agreements, consents and approvals of any\nPersons to the consummation by Boots & Coots and Newco of the transactions\ncontemplated in this Agreement, or otherwise pertaining to the matters covered\nby it shall have been received by Stockholders and the Company, and shall be in\na form and substance satisfactory to Stockholders and the Company and their\ncounsel.\n\n     8.9  Governmental Approvals.  All required governmental filings shall have\nbeen made and all requisite governmental approvals for the consummation of the\ntransactions contemplated in this Agreement shall have been received on terms\nsatisfactory to Stockholders and the Company.\n\n     8.10 Approval of Documents.  The form and substance of all certificates,\ninstruments, opinions and other documents delivered to Stockholders and the\nCompany under this Agreement shall be satisfactory in all reasonable respects to\nStockholders and the Company and their counsel.\n\n                                      29\n\n \n                                   SECTION 9\n\n                                  THE CLOSING\n\n     9.1  Time and Place.  The Closing shall take place at the offices of\nBrown, Parker & Leahy, L.L.P. at 10:00 a.m., on February 20, 1998, or at such\nother time and place as the Parties may agree to in writing (the \"Closing\nDate\").\n\n     9.2  Seller's Obligations.  At the Closing, Stockholders and the\nCompany shall deliver to Boots & Coots and Newco and their counsel, against\ndelivery of the items specified in Section 9.3:\n\n          (i) The certificates representing the Company Stock registered in the\nname of each Stockholder (as reflected on Annex III), duly endorsed or delivered\nby the Stockholder in whose name such certificate is issued in the manner set\nforth in Section 2.6.\n\n          (ii) The Books and Records of the Company.\n\n          (iii) The certificate required by Section 7.5.\n\n          (iv) The opinion of counsel as required in Section 7.6.\n\n          (v) Certified resolutions required by Section 7.8.\n\n          (vi) Agreements, consents and approvals required by Section 7.9.\n\n          (vii) Copies of all governmental filings and approvals as required \nby Section 7.11.\n\n          (viii) Executed Employment Agreements as specified in Section 7.12.\n\n          (ix) Articles of Merger duly executed by the Company.\n\n          (x) The resignations required by Section 7.14.\n\n     9.3  Boots & Coots' and Newco's Obligations.  At the Closing, Boots & Coots and Newco shall deliver to Stockholders and the Company, or the Escrow\nAgent, with respect to item (iii), the following instruments and documents\nagainst delivery of the items specified in Section 9.2:\n\n          (i) Wire transfer to the account of each Stockholder in the amount of\nthe cash portion of the Merger Consideration to be paid to each Stockholder as\nset forth in Annex III.\n\n          (ii) An irrevocable letter of instruction to the transfer agent for\nBoots & Coots requesting the delivery of certificates representing the number of\nshares of Boots & Coots Stock to be delivered to each Stockholder at Closing, as\nset forth on Annex III.\n\n                                      30\n\n \n          (iii)  An irrevocable letter of instruction to the transfer agent for\nBoots & Coots requesting the delivery of certificates representing the number of\nshares of Boots & Coots Stock to be delivered to the Escrow Agent at Closing, as\nset forth on Annex III.\n\n          (iv) An opinion of Buyer's counsel, dated the Closing Date, as \nprovided for in Section 8.5.\n\n          (v) Certified resolutions required by Section 8.7.\n\n          (vi) The certificate provided for in Section 8.4.\n\n          (vii) Agreement, consents and approvals required by Section 8.8.\n \n          (viii) Copies of all governmental filings and approvals as required \nby Section 8.9.\n\n           (ix) Executed Employment Agreements as specified in Section 7.12.\n\n           (x) Articles of Merger duly executed by Newco.\n\n\n                                   SECTION 10\n\n                      POST CLOSING RIGHTS AND OBLIGATIONS\n                      -----------------------------------\n\n          10.1  Survival of Representations and Warranties.  All representations\nand warranties of Stockholders and the Company and Boots & Coots and Newco\ncontained in this Agreement, or contained in any certificate, document,\ninstrument or other writing delivered by any of them, or on any of their behalf\nshall survive the Closing for a period of eighteen (18) months, except that any\nsuch representations or warranties of the Company and Stockholders made with\nrespect to Tax or environmental matters shall survive the Closing for a period\nof four (4) years.\n\n          10.2  Accounts Receivable.  Stockholders guarantee to Boots & Coots\nand the Surviving Corporation that the unpaid balance of all accounts receivable\nof the Company on hand at the Closing Date will be paid during a collection\nperiod of two hundred forty (240) days immediately following the Closing.\nWithin thirty (30) days after delivery to Stockholders of a schedule of all\naccounts receivable unpaid at the end of this collection period, Stockholders\nwill pay to the Surviving Corporation the full face amount of such unpaid\nreceivables, in cash.  After payment by Stockholders for any uncollected\nrecoverables, the Surviving Corporation will assign such uncollected receivables\nto Stockholders without recourse.  If more than one invoice is outstanding for\nany customer, payments received after the Closing Date shall be applied to the\nmost recent invoice outstanding, unless the payment by its terms specifies or\nclearly indicates the invoice to which it relates.\n\n          10.3  Efforts to Collect.  Boots & Coots shall cause the Surviving\nCorporation to exercise reasonable efforts to collect all such unpaid accounts\nreceivable before the end of the collection period set forth in Section 10.2;\nprovided, however, neither Boots & Coots, nor the Surviving Corporation shall be\nrequired to initiate legal proceedings for this purpose.\n\n                                      31\n\n \n     10.4  Tax Indemnification.\n\n          (i) Subject to provisions of this Section 10.4, Stockholders agree to\npay, and to indemnify Boots & Coots and the Surviving Corporation in respect of\nand hold each of them harmless against, any and all Claims for or in respect of\nTaxes, including but not limited to federal income or state sales and use Taxes,\nactually incurred by, imposed upon, or assessed against, Boots & Coots or the\nSurviving Corporation as a result of or relating to:\n\n                (a) the business, operations or affairs of the Company for any\nperiod ending on or before December 31, 1997;\n\n                (b) any Taxes relating to the consummation of the transactions\ncontemplated herein; and\n\n                (c) any reduction, elimination or other unavailability for any\nTax period of any Tax benefit set forth in the Financial Statements.\n\n          (ii) Boots & Coots and Stockholders agree that any reduction,\nelimination or other unavailability of any Tax benefits specified in clause\n(i)(c) above, will be deemed to result in an indemnifiable Claim hereunder for\neach Tax period affected by such reduction, elimination or other unavailability,\nand that such Claim for each such Tax period will be equal to the product\nobtained by multiplying the amount of reduction, elimination or other\nunavailability for the respective period by the United States Federal Income Tax\nrate of the Company or, in the case of a consolidated return, the affiliated\ngroup as such rate would have been for such period if the reduction, elimination\nor other unavailability had not occurred and if the Company or affiliated group\nhad not utilized other Tax benefits to offset the effects of the reduction,\nelimination or other unavailability.\n\n          (iii)  Boots & Coots will notify Stockholders promptly upon the\ncommencement of any claim, audit, examination or other proposed change or\nadjustment by any Taxing authority concerning any Tax or Claims covered by\nSection 10.4(i) hereof (\"Tax Claim\").\n\n          (iv) Boots & Coots and the Surviving Corporation will furnish\nStockholders promptly with all copies of correspondence (including without\nlimitation, notices, requests, explanations, determinations, schedules, charts\nand lists) received from any Taxing authority in connection with any Tax Claim.\nStockholders will have the right to approve in advance any correspondence sent\nto any Taxing authority by or on behalf  of the Surviving Corporation with\nrespect to any Tax Claim to the extent that such correspondence would materially\nadversely affect Stockholders' obligations under such Section 10.4(i) hereof;\nprovided, however, that Stockholders will be deemed to have approved such\ncorrespondence to the extent notice of its disapproval thereof is not delivered\nor mailed to Boots & Coots or the Surviving Corporation with reasonable\npromptness, but in all events at least 14 days before the date on which payment\nof the Tax is due, or if earlier, at least 14 days before the date of Boots & Coots' or the Surviving Corporation's ability to defend against the Tax Claim is\nirrevocably prejudiced.\n\n          (v) Stockholders may contest any Tax Claim in any permissible manner\nuntil such time as any payment for Taxes or other Claims with respect to such\nTax Claim is due or, upon payment of such Tax as another Claims, may sue for a\nrefund thereof where permitted by\n\n                                      32\n\n \napplicable Law.  Except as provided in the next sentence below, Stockholders\nwill control all Proceedings taken in connection with such contest or refund\nsuit, and may pursue or forego any and all administrative appeals, proceedings,\nhearings, and conferences with the Taxing authority with respect of such Tax\nClaim.  Boots & Coots and the Surviving Corporation, as appropriate, will take\nsuch action in connection with the contest or refund suit as Stockholders may\nreasonably request in writing from time to time, including without limitation,\nthe prosecution of the contest or the refund suit to final determination,\nprovided that:\n\n                (a) Stockholders request such action with reasonable promptness,\nbut in all events at least 14 days before the date on which the payment of Taxes\nor other Claims are due or become final, or if earlier, at least 14 days before\nthe date on which Boots & Coots' or the Surviving Corporation's ability to\ndefend against the Tax Claim is irrevocably prejudiced;\n\n                (b) a reasonable basis exists for such contest or refund suit;\n\n                (c) Stockholders acknowledge their obligations under this \nSection 10.4; and\n\n                (d) Stockholders pay to Boots & Coots or the Surviving \nCorporation such sum as such company estimates in good faith to be sufficient to\nreimburse Boots & Coots for out-of-pocket fees and expenses that will be\nincurred in connection with the requested action.\n\n          (vi) The parties to this Agreement intend the transactions\ncontemplated herein to qualify as a \"reorganization\" under Section 368(a)(2)(E)\nof the Code, and intend, in accordance with Part III of Subchapter C of Chapter\n1 of the Code ((S)(S) 351, et seq.), that no party to this Agreement shall be\nrequired to recognize gain or loss as a consequence of the transactions\ncontemplated herein, including, without limitation, the Merger, the exchange of\nCompany Stock for the right to receive Boots & Coots Stock in accordance with\nSection 2 hereof, or the conversion of Newco Stock into Company Stock in\naccordance with Section 2 hereof.  Notwithstanding anything to the contrary in\nthis Section 10.4, or otherwise, Stockholders shall have no obligation to pay,\nor indemnify Boots & Coots or Company in respect of or hold either of them\nharmless against any Claim for or in respect of Texas actually incurred by,\nimposed upon, or assessed against Boots & Coots or Company as a result of or\nrelating to the success or failure of the transactions contemplated herein to\nqualify as a \"reorganization\" under Section 368 of the Code, or the success or\nfailure of Boots & Coots or Company to qualify for non-recognition treatment\nunder Part III of Subchapter C of Chapter 1 of the Code ((S)(S) 351, et seq.)\nand Boots & Coots and its affiliates (including the Company after the Closing)\nshall have no obligation to pay, or indemnify Stockholders in respect of or hold\nthem harmless against any Claims for or in respect of taxes actually incurred\nby, imposed upon, or assessed against Stockholders as a result of or relating to\nthe success or failure of the transactions contemplated herein to qualify as\nstated above.\n\n          10.5  Deduction for Tax Benefits.  In computing the amount to be paid\nby Stockholders under their indemnity obligations under Section 10.4, there\nshall be deducted an amount equal to any Tax benefits actually received by Boots\n& Coots or the Surviving Corporation, taking into account the income Tax\ntreatment of the receipt of these payments.\n\n                                      33\n\n \n          10.6  General Indemnity.  Stockholders, jointly and severally, shall\nindemnify, defend and hold harmless Boots & Coots and the Surviving Corporation\nand their respective Affiliates against and in respect of any and all Claims:\n\n                (i) It shall incur or suffer, which arise, result from or \nrelate to any breach of, or failure by Stockholders or the Company to perform,\nany of their representations, warranties, covenants or agreements contained in\nthis Agreement or in any certificate, document, instrument or other writing\nfurnished or to be furnished by or on behalf of Stockholders or the Company to\nBoots & Coots or Newco (except where a representation, warranty or covenant is\nmade by a Stockholder individually, only such Stockholder shall be liable).\n\n                (ii) Any Proceeding pending against the Company whether as a\ndefendant, counterclaim, third party defendant, intervenor, or otherwise on the\ndate of this Agreement or arising as to the Surviving Corporation with respect\nto matters occurring before the Closing Date.\n\n          10.7  Notification.  Boots & Coots or the Surviving Corporation shall\npromptly notify Stockholders of the existence of any Claim, to which\nStockholders' indemnification obligations would apply, and shall give them a\nreasonable opportunity to participate in the defense of the same at their own\nexpense and with counsel of their own selection, provided that Boots & Coots or\nthe Surviving Corporation shall have the exclusive right to make all decisions\nwith respect to the compromise or settlement of any Claim.\n\n          10.8  Boots & Coots General Indemnity.  Boots & Coots shall indemnify,\ndefend and hold harmless Stockholders, or any of them, against and in respect of\nany and all Claims any of them shall incur or suffer, which arise, result from\nor relate to any breach of, or failure by Boots & Coots or Newco to perform, any\nof their representations, warranties, covenants or agreements contained in this\nAgreement or in any certificate, document, instrument or other writing furnished\nor to be furnished by or on behalf of Boots & Coots or Newco to Stockholders, or\nwhich arise, result from or relate to any of the debts and obligations of the\nCompany or the Stockholders listed on Annex IV hereto.\n\n          10.9  Non-Competition and Confidentiality.  Stockholders hereby agree\nwith Boots & Coots and the Surviving Corporation, in consideration for the\ntransactions contemplated in this Agreement that for a period of five (5) years\nfollowing the Closing Date, none of them will, either as a sole proprietor,\nmember of a partnership, shareholder in a corporation, or as an officer,\ndirector, consultant, or creditor of any Person, engage, directly or indirectly,\nin any activity defined as \"emergency response control or mitigation\" under 29\nC.F.R. 190.120 with respect to hazardous materials set forth in 40 C.F.R. 261\nand 49 C.F.R. 172 (\"Emergency Response Work\"), including, also, without\nlimitation remediation, occupational safety and health training, tank cleaning,\nwaste disposal (other than leaking petroleum storage tanks or asbestos removal)\nand related equipment sales in the areas in which the Surviving Corporation\ncurrently conducts or has conducted during the past year any business (the\n\"Territory\"), except to the extent provided otherwise in the Alliance Agreement\nor subcontracted to Code 3, and during such period, Stockholders will not,\ndirectly or indirectly, either for themselves or for any other Person call upon,\nsolicit, divert or take away or attempt to solicit, divert or take away any of\nthe customers or business of the Surviving Corporation or any Affiliates\nthereof.  For purposes of this noncompetition covenant, the parties agree that\nnothing herein prohibits Ambiotec in engaging in the business it conducted at or\nprior to Closing of environmental engineering, consulting and\n\n                                      34\n\n \ntesting.  The parties hereby agree that in the event the noncompetition covenant\ncontained herein shall be held by any court or other constituted legal authority\nto be effective in any particular area or jurisdiction only if said covenant is\nmodified to limit its duration or scope, then the Parties hereto shall consider\nthis Section 10.9 to be amended and modified with respect to that particular\narea or jurisdiction so as to comply with the order of any such court or other\nconstituted legal authority, and as to all other jurisdictions or political\nsubdivisions, the noncompetition covenant contained herein shall remain in full\nforce and effect as originally written.  The parties further agree that in the\nevent that the noncompetition covenant contained herein should be held by any\ncourt or other constituted legal authority to be void or otherwise unenforceable\nin any particular area or jurisdiction notwithstanding the operation of the\npreceding sentence of this Section 10.9, then the Parties hereto shall consider\nthis Section 10.9 to be amended and modified so as to eliminate therefrom the\nparticular area or jurisdiction as to which such noncompetition covenant is held\nto be void or otherwise unenforceable, and, as to all other areas and\njurisdictions covered by this Agreement, the terms and provisions hereof shall\nremain in full force and effect as originally written.  The parties agree that\nno adequate remedy at Law exists for any violation of the provisions of this\nSection 10.9, and that, in case of a breach of any such provisions, a\nrestraining order or injunction may issue in respect thereto (without the\nnecessity of posting any bond therefor), in addition to all other rights,\nremedies, including damages, which may be appropriate.\n\n          Stockholders further agree not to divulge, communicate or use to the\ndetriment of Boots & Coots or the Surviving Corporation or for the benefit of\nany other Person, or misuse in any way any confidential information or trade\nsecrets of the Surviving Corporation, including personnel information, secret\nprocesses, know-how, customer lists, formulas or other technical data.\nStockholders agree and acknowledge that any information or data it has acquired\non any of these matters or items was received in confidence and as a fiduciary\nof the Surviving Corporation.\n\n          The obligations set forth herein shall be in addition to, and not in\nlieu of, any similar obligations to which such Stockholder shall become subject\nby virtue of entering into employment with Boots & Coots, the Surviving\nCorporation or their Affiliates.\n\n          10.10  Insurance.  The Stockholders shall cause the insurance policies\nlisted on the Disclosure Schedule to remain in full force and effect for a\nperiod of not less than ninety (90) days after the Closing Date.  Upon written\nrequest by the Stockholders setting forth the premiums paid therefor, the\nSurviving Corporation shall reimburse the Stockholders for such insurance\npremiums.\n\n          10.11  Offset on Escrowed Shares.  All as more particularly described\nin the Escrow Agreement, any adjustments to the Merger Consolidation as a result\nof the Post Closing Schedule or the Post Closing Audit or any Claims made by\nBoots & Coots under Section 10.4, Section 10.6 or otherwise, may be offset by\nBoots & Coots against the Escrowed Shares which are held by the Escrow Agent.\nBoots & Coots shall submit to the Escrow Agent a calculation of such amounts and\na determination of the number of Escrowed Shares, using the fair market value of\nBoots & Coots Stock on the date of such determination, to be delivered by the\nEscrow Agent to Boots & Coots.  For example, if there is a Claim against the\nStockholders for $62,500 and the fair market value of Boots & Coots Stock is\n$6.25, then the Escrow Agent shall deliver to Boots & Coots an aggregate of 1000\nshares as payment by Stockholders of the Claim.\n\n                                      35\n\n \n     10.12 Operation of Code 3. Following the Closing, Boots & Coots agrees, for\na time period having the same inception and duration as the employment\nagreements entered into pursuant to Section 7.12 hereof, that all emergency\nresponse oil and chemical spill containment, clean-up and reclamation services,\ndomestic or foreign, conducted by Boots & Coots, directly or through its\naffiliated corporate family, shall be managed, directed, serviced and performed\nby Code 3 or its subsidiaries.\n\n                                   SECTION 11\n\n                            TERMINATION AND REMEDIES\n                            ------------------------\n\n     11.1 Termination.  This Agreement may be terminated before the Closing:\n\n          (i) at any time after March 31, 1998, by Boots & Coots and Newco or\nStockholders and the Company if the failure to consummate the transactions\ncontemplated herein on or before such date is not caused by any breach of this\nAgreement by the Party electing to terminate pursuant to this clause (i);\n\n          (ii) at any time by mutual agreement of the Parties;\n\n          (iii)  at any time by Boots & Coots and Newco if any of the conditions\nset forth in Section 7 shall not have been conformed or complied with before the\nClosing Date and such nonperformance or noncompliance shall not have been cured\nor eliminated by Stockholders or the Company or waived by Boots & Coots and\nNewco; or\n\n          (iv) at any time by Stockholders or the Company if any of the\nconditions set forth in Section 8 shall not have been performed or complied with\nbefore the Closing Date and such nonperformance or noncompliance shall not have\nbeen cured or eliminated by Boots & Coots and Newco or waived by Stockholders or\nthe Company.\n\n     11.2  Notice of Termination.  Any Party electing to terminate this\nAgreement pursuant to Section 11.1 shall give written notice thereof to the\nother Party stating the provision under which this Agreement is being\nterminated, and the termination of this Agreement shall be effective upon such\nnotice being given.\n\n     11.3 Effect of Termination. In the event this Agreement is terminated\n pursuant to Section 11.1, such termination shall be in addition to any other\n right or remedy either party may have for any breach by the other Party of this\n Agreement.\n\n\n                                   SECTION 12\n\n                                    GENERAL\n                                    -------\n\n     12.1  Publicity.  All notices to third parties and all other publicity\nconcerning the transactions contemplated in this Agreement shall be jointly\nplanned and coordinated by and between Boots & Coots and Stockholders.  Except\nfor such disclosures as are required by Law,\n\n                                      36\n\n \nnone of the Parties shall act unilaterally in this regard without the prior\nwritten approval of the other Party; however, this approval shall not be\nunreasonably withheld.\n\n     12.2  Expenses.  The Stockholders shall pay all costs and expenses\nincurred or to be incurred by them or the Company in the negotiation and\npreparation of this Agreement and in closing and carrying out the transactions\ncontemplated in this Agreement.  Boots & Coots and Newco shall pay all costs and\nexpenses incurred or to be incurred by them in the negotiation and preparation\nof this Agreement and in closing and carrying out the transactions contemplated\nin this Agreement.\n\n     12.3 Headings. The subject headings of the sections and subsections of this\nAgreement are included for purposes of convenience only, and shall not affect\nthe construction or interpretation of any of its provisions.\n\n     12.4  Modification and Waiver.  This Agreement constitutes the entire\nagreement between Parties pertaining to the subject matter contained in it and\nsupersedes all prior and contemporaneous agreements, representations and\nunderstandings of the Parties.  No supplement, modification or amendment of this\nAgreement shall be binding unless executed in writing by all the Parties.  No\nwaiver of any of the provisions of this Agreement shall be deemed, or shall\nconstitute, a waiver of any other provision, whether or not similar, nor shall\nany waiver constitute a continuing waiver.  No waiver shall be binding unless\nexecuted in writing by the Party making the waiver.\n\n     12.5 Counterparts. This Agreement may be executed simultaneously in one or\nmore counterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument; but, in making proof of\nthis Agreement, it shall not be necessary to produce or account for more than\none such counterpart.\n\n     12.6 Rights of Parties. Nothing in this Agreement, whether express or\nimplied, is intended to confer any rights or remedies under or by reason of this\nAgreement on any Persons other than the Parties and their respective successors\nand assigns, nor is anything in this Agreement intended to relieve or discharge\nthe obligation or liability of any Persons to any Party to this Agreement, nor\nshall any provision give any Persons any right of subrogation or action over\nagainst any Party to this Agreement.\n\n     12.7  Assignment.  This Agreement shall be binding on, and shall inure\nto the benefit of, the Parties and their respective heirs, legal\nrepresentatives, successors and assigns; provided, however, no assignment may be\nmade by any Party without the prior written consent of the other Parties.\n\n     12.8 Notices. All notices, requests, demands and other communications under\nthis Agreement shall be in writing and shall be deemed to have been duly given\non the date of service if served personally on the party to whom notice is to be\ngiven, or on the third day after mailing if mailed to the party to whom notice\nis to be given, by first class mail, registered or certified, postage prepaid,\nand properly addressed as follows:\n\n                                      37\n\n \n          To Carlos M. Marin or David A. Hanawa at:\n\n                Ambiotec Environmental Consultants, Inc.\n                P.O. Box 2565\n                1101 East Harrison Avenue\n                Harlingen, Texas  78551\n\n          To each of the other Stockholders or the Company at:\n\n                Code 3, Inc.\n                509 North 8th Street\n                La Porte, Texas  77571\n                Attention:  T. Lee Thompson, President\n\n          To Boots & Coots or Newco at:\n\n                Boots & Coots International Well Control, Inc.\n                5151 San Felipe, Suite 450\n                Houston, Texas  77024\n                Attention:  Larry Ramming, Chief Executive Officer\n\nAny Party may change its address for purposes of this section by giving the\nother Party written notice of the new address in the manner set forth above.\n\n          12.9  Governing Law.  This Agreement shall be construed in accordance\nwith, and governed by, the internal Laws of the State of Texas.\n\n                                      38\n\n \n     IN WITNESS WHEREOF, the parties to this Agreement have duly executed it on\nthe day and year first above written.\n\n                                    BOOTS & COOTS INTERNATIONAL\n                                    WELL CONTROL, INC.\n\n                                    By: \/s\/ L. H. RAMMING\n                                       ----------------------------------\n                                    Print: L. H. Ramming\n                                    Title: Chairman\n\n\n                                    ITS\/B&C, INC.\n\n                                    By: \/s\/ L. H. RAMMING\n                                       ----------------------------------\n                                    Print: L. H. Ramming\n                                    Title: Chairman\n\n\n                                    CODE 3, INC.\n\n                                    By: \/s\/ T. LEE THOMPSON\n                                       -----------------------------------\n                                    Print: T. Lee Thompson\n                                    Title: President\n\n\n                                    \/s\/ T. LEE THOMPSON\n                                    -------------------------------------- \n                                    T. Lee Thompson, Individually and as\n                                    Trustee for the Benefit of Lorraine R.\n                                    Galvan, Michael Sefie Galvan, Robert Z.\n                                    Galvan, Velma Galvan and Seferino Galvan\n\n\n                                    \/s\/ TIMOTHY J. O'BRIEN\n                                    --------------------------------------\n                                    Timothy J. O'Brien\n\n\n                                    \/s\/ CARLOS M. MARIN\n                                    --------------------------------------\n                                    Carlos M. Marin\n\n\n                                    \/s\/ DAVID A. HANAWA\n                                    --------------------------------------\n                                    David A. Hanawa\n\n                                      39\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6924],"corporate_contracts_industries":[9413],"corporate_contracts_types":[9622,9626],"class_list":["post-43013","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-boots---coots-international-well-control-inc","corporate_contracts_industries-energy__services","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43013","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43013"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43013"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43013"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43013"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}