Settlement Agreement - Donald & Shelley Moorehead

SETTLEMENT AGREEMENT


This Settlement Agreement ("Agreement" or "Settlement Agreement"), is entered into by Boots & Coots International Well Control, Inc. ("Boots & Coots") and the Donald and Shelley Moorehead Charitable Trust (the "Trust") on this day, March 20, 2000. Boots & Coots and the Trust shall be referred to individually by name or as the "Party," or collectively as the "Parties."


1. Acknowledgments. The Parties agree upon and acknowledge the following facts as the basis for this Settlement Agreement:


A. Boots & Coots is a Delaware corporation that has 5,000,000
authorized shares of preferred stock ("Preferred Stock"), at
$.00001 par value.


B. 40,000 shares of the Preferred Stock are designated as 10%
Junior Redeemable Convertible Preferred Stock ("Junior
Preferred Stock"), and are issued to the Trust, a Texas Trust.
The shares of Junior Preferred Stock issued to the Trust are
convertible into common stock, $.00001 par value (the "Common
Stock") of Boots & Coots at $2.75 per share of Common Stock.


C. The Trust currently holds Warrant No. 1998-15 representing the
right to purchase 200,000 shares of Common Stock at an
exercise price of $5.00 per share (the "200,000 Share
Warrant").


D. Scotty D. Cook holds Warrant No. 6(a) representing the right
to purchase 40,000 shares of Common Stock at $1.20 per share.


E. Thomas J. Spackman, Jr. holds Warrant No. 6(b) representing
the right to purchase 20,000 shares of Common Stock at $1.20
per share.


F. Donald F. Moorehead holds Warrant No. 6(c) representing the
right to purchase 30,000 shares of Common Stock at $1.20 per
share .


G. George O. Moorehead holds Warrant No. 6 (d) representing the
right to purchase 10,000 shares of Common Stock at $1.20 per
share


Collective, holders (D) - (G) are referred to herein as,
the "100,000 Share Warrant."


H. Contemporaneously herewith, the Parties have entered into a
Lock Up Agreement restricting sales of Common Stock by the
Trust.


2. Agreements. In exchange for the mutual covenants, representations and agreements set forth herein, the Parties agree to the following:


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A. Boots & Coots shall, upon the Trust's delivery to it of
certificates representing Junior Preferred Stock in accordance
with the conversion requirements of the Certificate of
Designation of Rights and Preferences relating thereto (the
"Designation"), in one or a series of partial conversions,
issue (i) 363,636 shares of Common Stock issuable upon the
conversion thereof in accordance with such Designation, and
(ii) an additional 952,153 shares of Common Stock issuable
upon the conversion thereof as an adjustment to the conversion
price thereof pursuant to this Settlement Agreement.


B. Boots & Coots shall issue to the Trust a Warrant to purchase
450,000 shares of Common Stock at an exercise price of $1.25
per share (the "450,000 Share Warrant").


C. Boots & Coots hereby modifies the exercise price of the
200,000 Share Warrant as follows: (i) the exercise price shall
be $1.25 per share as to 100,000 shares of Common Stock
covered by the 200,000 Share Warrant, and (ii) the exercise
price shall be $1.50 per share as to 100,000 shares of Common
Stock covered by the 200,000 Share Warrant.


D. Boots & Coots hereby modifies the permitted methods of payment
of the exercise price under the 200,000 Share Warrant and the
100,000 Share Warrant to include a cashless exercise option as
follows: the Trust may pay the exercise price for the shares
of Common Stock by giving notice to Boots & Coots that it is
exercising such warrant and authorizes Boots & Coots to
withhold from the issuance to the Trust (and to reduce the
amount of the warrant by) that number of shares which when
multiplied by the average closing sales price for the Common
Stock on the American Stock Exchange, bulletin board, NASDAQ,
or any other exchange, for the ten consecutive trading days
immediately preceding the date of notice of exercise is equal
to the aggregate exercise price for the shares being
purchased.


E. In exchange for the foregoing, the Trust executes and delivers
to Boots & Coots this Settlement Agreement and the Lock Up
Agreement attached hereto as Exhibit A.


F. That immediately following (no later than the end of business
as of the day following) any public sale by the Trust (or any
transferee of the Trust) of any shares of Common Stock
issuable upon the conversion of the Junior Preferred Stock
held by the Trust or the 200,000 share Warrant or the 100,000
Share Warrant, the Trust shall deliver, or cause to be
delivered, to Boots & Coots written evidence of the date of
such sale, the broker through whom such shares were sold, the
number of shares sold, and the aggregate purchase price
received with respect thereto. In the event that the Trust
shall sell shares of


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Common Stock in excess of the restrictions on transfer imposed
by the Lock Up Agreement, the Trust agrees that Boots & Coots
shall have the right to cancel and refuse to issue shares of
Common Stock otherwise issuable upon the exercise of the
100,000 Share Warrant, the 200,000 Share Warrant and the
450,000 Share Warrant in addition to pursuing whatever rights
it may have under law.


G. Boots & Coots agrees that its failure to render, or to cause
its counsel to render, a legal opinion to its transfer agent
(within a reasonable time afte ...