BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. 2004 LONG TERM INCENTIVE PLAN

This 2004 Long Term Incentive Plan (Amended and Restated Effective May 21, 2009) (the “Plan”) is intended to promote the interests of Boots & Coots International Well Control, Inc., a Delaware corporation (the “Company”), by providing the employees and long term consultants of the Company largely responsible for the management, growth and protection of the business of the Company, with an ownership stake in the Company.

As used in the Plan, the following definitions apply to the terms indicated below:

(a)           “Board of Directors” shall mean the Board of Directors of the Company.

(b)           “Cause,” when used in connection with the termination of a Participant’s employment or service (in the case of a consultant) with the Company, shall mean the termination of the Participant’s employment or service by the Company by reason of (i) the conviction of the Participant by a court of competent jurisdiction as to which no further appeal can be taken of a crime involving moral turpitude; (ii) the proven commission by the Participant of an act of fraud upon the Company; (iii) the proven misappropriation of any funds or property of the Company by the Participant; (iv) the willful, continued and unreasonable failure by the Participant to perform duties assigned to him and appropriate for his position; (v) the knowing engagement by the Participant in any direct, material conflict of interest with the Company without compliance with the Company’s conflict of interest policy, if any, then in effect; (vi) the knowing engagement by the Participant, without the written approval of the Board of Directors, in any activity which competes with the business of the Company or which would result in a material injury to the Company; or (vii) the knowing engagement in any activity which would constitute a material violation of the provisions of the Company’s Policies and Procedures Manual, if any, then in effect.

(c)           “Cash Bonus” shall mean an award of a bonus payable in cash pursuant to Section 11 hereof.

(d)           “Change in Control” shall mean:

(A)  any Person becomes, after the effective date of this Plan the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 50.1% or more of the combined voting power of the Company’s then outstanding securities; provided, that the acquisition of additional voting securities, after the effective date of this Plan, by any Person who is, as of the effective date of this Plan, the beneficial owner, directly or indirectly, of 50.1% or more of the combined voting power of the Company’s then outstanding securities, shall not constitute a “Change in Control” of the Company for purposes of this Section 2(d);

(B)            a majority of individuals who are nominated by the Board of Directors for election to the Board of Directors on any date, fail to be elected to the Board of Directors as a direct or indirect result of any proxy fight or contested election for positions on the Board of Directors; or

(C)           the sale, lease, transfer or other disposition of all or substantially all of the assets of the Company (other than to a wholly-owned subsidiary of the Company).

(e)           “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(f)           “Committee” shall mean the Compensation Committee of the Board of Directors or such other committee as the Board of Directors shall appoint from time to time to administer the Plan.

(g)           “Common Stock” shall mean the Company’s Common Stock, par value $.00001 per share.

(h)           “Company” shall mean Boots & Coots International Well Control, Inc., a Delaware corporation, each of its Subsidiaries, and its successors.

(i)           “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

(j)           The “Fair Market Value” of a share of Common Stock on any date shall be (i) the closing sale price on that date of a share of Common Stock as reported on the principal securities exchange on which shares of Common Stock are then listed or admitted to trading or (ii) if not so reported, the average of the closing bid and asked prices for a share of Common Stock on that date as quoted on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), or (iii) if not quoted on NASDAQ, the average of the closing bid and asked prices for a share of Common Stock as quoted by the Pink OTC Markets, Inc.’s “Pink Sheets” or the National Association of Securities Dealers’ OTC Bulletin Board System. If the price of a share of Common Stock shall not be so reported, the Fair Market Value of a share of Common Stock shall be determined (i) with respect to Incentive Stock Options, in good faith by the Committee within the meaning of Section 422 of the Code, or (ii) with respect to other Incentive Awards, in good faith by the Committee using a “reasonable application of a reasonable valuation method” within the meaning of Treasury Regulation Section 1.409A-1(b)(5)(iv)(B).

(k)           “Incentive Award” shall mean an Option, a Stock Appreciation Right, a share of Restricted Stock, a share of Phantom Stock, a Stock Bonus or Cash Bonus granted pursuant to the terms of the Plan.

(l)           “Incentive Stock Option” shall mean an Option which is an “incentive stock option” within the meaning of Section 422 of the Code and which is identified as an Incentive Stock Option in the agreement by which it is evidenced.

(m)           “Issue Date” shall mean the date established by the Committee on which shares of Restricted Stock shall be issued by the Company pursuant to the terms of Section 8(d) hereof.

(n)           “Non-Qualified Stock Option” shall mean an Option which is not an Incentive Stock Option and which is identified as a Non-Qualified Stock Option in the agreement by which it is evidenced.

(o)           “Option” shall mean an option to purchase shares of Common Stock of the Company granted pursuant to Section 6 hereof.  Each Option shall be identified as either an Incentive Stock Option or a Non-Qualified Stock Option in the agreement by which it is evidenced.

(p)           “Participant” shall mean a full-time employee or a consultant (whether full or part time) of the Company who is eligible to participate in the Plan and to whom an Incentive Award is granted pursuant to the Plan.

(q)           “Person” shall mean a “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act, and the rules and regulations in effect from time to time thereunder.

(r)           A share of “Phantom Stock” shall represent the right to receive in cash the Fair Market Value of a share of Common Stock of the Company, which right is granted pursuant to Section 9 hereof and subject to the terms and conditions contained therein.

(s)           “Plan” shall mean the Boots & Coots International Well Control, Inc. 2004 Long Term Incentive Plan (Amended and Restated Effective May 21, 2009).

(t)           “Qualified Domestic Relations Order” shall mean a qualified domestic relations order as defined in the Code, in Title I of the Employee Retirement Income Security Act, or in the rules and regulations as may be in effect from time to time thereunder.

(u)           A share of “Restricted Stock” shall mean a share of Common Stock which is granted pursuant to the terms of Section 8 hereof and which is subject to the restrictions set forth in Section 8(c) hereof for so long as such restrictions continue to apply to such share.

(v)           “Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

(w)           “Stock Appreciation Rights” or “SARs” shall mean a right granted to a Participant pursuant to Section 7 with respect to a share of Common Stock to receive upon exercise cash, Common Stock or a combination of cash and Common Stock, equal to the appreciation in value of a share of Common Stock.

(x)           “Stock Bonus” shall mean a grant of a bonus payable in shares of Common Stock pursuant to Section 10 hereof.

(y)           “Subsidiary” or “Subsidiaries” shall mean any and all corporations in which at the pertinent time the Company owns, directly or indirectly, stock vested with 50% or more of the total combined voting power of all classes of stock of such corporations within the meaning of Section 424(f) of the Code.

(z)           “Vesting Date” shall mean the date established by the Committee on which a share of Restricted Stock or Phantom Stock may vest.

Under the Plan, the Committee may grant to Participants (i) Options, (ii) SARs, (iii) shares of Restricted Stock, (iv) shares of Phantom Stock, (v) Stock Bonuses and (vi) Cash Bonuses.

The Committee may grant Options, SARs, shares of Restricted Stock, shares of Phantom Stock and Stock Bonuses under the Plan with respect to a number of shares of Common Stock that in the aggregate at any time does not exceed 11,000,000 shares of Common Stock; provided, however, that the maximum number of shares of Common Stock for which Options and SARs may be granted under the Plan to any one Participant during a calendar year shall be 1,000,000.  The maximum aggregate number of shares of Common Stock that may be issued under the Plan through Incentive Stock Options is 11,000,000.

The grant of a Cash Bonus shall not reduce the number of shares of Common Stock with respect to which Options, SARs, shares of Restricted Stock, shares of Phantom Stock or Stock Bonuses may be granted pursuant to the Plan.  The grant of an SAR that may be settled only in cash shall not reduce the number of shares of Common Stock with respect to which Options, SARs, shares of Restricted Stock, shares of Phantom Stock or Stock Bonuses may be granted pursuant to the Plan.

If any outstanding Option or SAR expires, terminates or is canceled for any reason, the shares of Common Stock subject to the unexercised portion of such Option or SAR shall again be available for grant under the Plan.  If any shares of Restricted Stock or Phantom Stock, or any shares of Common Stock granted in a Stock Bonus are forfeited or canceled for any reason, such shares shall again be available for grant under the Plan.

Shares of Common Stock issued under the Plan may be either newly issued or treasury shares, at the discretion of the Committee.

The Plan shall be administered by a Committee of the Board of Directors consisting of two or more persons, all of whom shall be both (i) a “Non-Employee Director” within the meaning of Rule 16b-3 promulgated under the Exchange Act and (ii) an “outside director” within the meaning of the definition of such term as contained in Treasury Regulation Section 1.162-27(e)(3) interpreting Section 162(m) of the Code, or any successor definitions that may be adopted.  The members of the Committee shall be appointed from time to time by, and shall serve at the discretion of, the Board of Directors.  The Committee shall from time to time designate the employees and consultants of the Company who shall be granted Incentive Awards and the amount and type of such Incentive Awards.

The Committee shall have full authority to administer the Plan, including authority to interpret and construe any provision of the Plan and the terms of any Incentive Award issued under it and to adopt such rules and regulations for administering the Plan as it may deem necessary.  Decisions of the Committee shall be final and binding on all parties.

The Committee may, in its absolute discretion, (i) accelerate, within the original term of any Option or SAR granted under the Plan, the date on which such Option or SAR becomes exercisable, (ii) extend, within the original term of any Option or SAR granted under the Plan, the date on which such Option or SAR ceases to be exercisable, (iii) accelerate the Vesting Date or Issue Date, or waive any condition imposed pursuant to Section 8(b) hereof, with respect to any share of Restricted Stock granted under the Plan and (iv) accelerate the Vesting Date or waive any condition imposed pursuant to Section 9 hereof, with respect to any share of Phantom Stock granted under the Plan that is exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(4).

In addition, the Committee may, in its absolute discretion, grant Incentive Awards to Participants on the condition that such Participants surrender to the Committee for cancellation such other Incentive Awards as the Committee specifies.  However, the Committee may not, without stockholder approval, grant Incentive Awards to Participants with lower exercise prices on the condition that such Participants surrender to the Committee such other Incentive Awards the Participant may hold that have exercise prices higher than the newly granted awards. Notwithstanding Section 3 hereof, Incentive Awards granted on the condition of surrender of outstanding Incentive Awards shall not count against the limits set forth in such Section 3 until such time as such Incentive Awards are surrendered.

Whether an authorized leave of absence, or absence in military or government service, shall constitute termination of employment or service shall be determined by the Committee in its absolute discretion.

No member of the Committee shall be liable for any action, omission, or determination relating to the Plan, and the Company shall indemnify and hold harmless each member of the Committee and each other director or employee of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been delegated from and against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action, omission or determination relating to the Plan, unless, in either case, such action, omission or determination was taken or made by such member, director or employee in bad faith and without reasonable belief that it was in the best interests of the Company.

The persons who shall be eligible to receive Incentive Awards pursuant to the Plan shall be such full-time employees and consultants (whether full or part time) of the Company as the Committee, in its absolute discretion, shall select from time to time.  Notwithstanding the generality of the foregoing, no employee or consultant of the Company shall be eligible to receive Incentive Awards pursuant to this Plan if such person is also entitled to receive an Incentive Award under the terms of his employment or consulting agreement with the Company, or any specialty long term incentive plan or incentive stock plan adopted after the date hereof, unless such employment or consulting agreement or specialty plan expressly provides otherwise.

The Committee may grant Options pursuant to the Plan, which Options shall be evidenced by agreements in such form as the Committee shall from time to time approve.  Options shall comply with and be subject to the following terms and conditions:

(a)            Identification of Options .  All Options granted under the Plan shall be clearly identified in the agreement evidencing such Options as either Incentive Stock Options or as Non-Qualified Stock Options.  Consultants shall not be entitled to receive Incentive Stock Options.

(b)            Exercise Price .  The exercise price of any Non-Qualified Stock Option granted under the Plan shall be such price as the Committee shall determine on the date on which such Non-Qualified Stock Option is granted; provided, that such price may not be less than the greater of (i) 100% of the Fair Market Value of a share of common Stock on the date on which such Non-Qualified Stock Option is granted or (ii) the minimum price required by law.  Except as provided in Section 6(d) hereof, the exercise price of any Incentive Stock Option granted under the Plan shall be not less than 100% of the Fair Market Value of a share of Common Stock on the date on which such Incentive Stock Option is granted.

(c)            Term and Exercise of Options .

(1)           Each Option shall be exercisable on such date or dates, during such period and for such number of shares of Common Stock as shall be determined by the Committee on the day on which such Option is granted and set forth in the agreement evidencing the Option; provided, however, that no Option shall be exercisable after the expiration of ten years from the date such Option was granted; and, provided, further, that each Option shall be subject to earlier termination, expiration or cancellation as provided in the Plan.

(2)           Each Option shall be exercisable in whole or in part with respect to whole shares of Common Stock.  The partial exercise of an Option shall not cause the expiration, termination or cancellation of the remaining portion thereof.  Upon the partial exercise of an Option, the agreement evidencing such Option shall be returned to the Participant exercising such Option together with shares of Common Stock as described in Section 6(c)(5) hereof.

(3)           An Option shall be exercised by delivering notice to the Company’s principal office, to the attention of its Secretary, no fewer than five business days in advance of the effective date of the proposed exercise.  Such notice shall be accompanied by the agreement evidencing the Option, shall specify the number of shares of Common Stock with respect to which the Option is being exercised and the effective date of the proposed exercise, and shall be signed by the Participant.  The Participant may withdraw such notice at any time prior to the close of business on the business day immediately preceding the effective date of the proposed exercise, in which case such agreement shall be returned to the Participant.  Payment for shares of Common Stock purchased upon the exercise of an Option shall be made on the effective date of such exercise either (i) in cash, by certified check, bank cashier’s check or wire transfer or (ii) subject to the approval of the Committee, by tendering previously acquired nonforfeitable, unrestricted shares of Common Stock that have been held by the Participant for at least six months and that have an aggregate Fair Market Value at the time of exercise equal to the total exercise price (including an actual or deemed multiple series of exchanges of such shares), or (iii) partly in shares of Common Stock with the balance in cash, by certified check, bank cashier’s check or wire transfer.  Any payment in shares of Common Stock shall be effected by the delivery of such shares to the Secretary of the Company, duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Secretary of the Company shall require from time to time.

(4)           Any Option granted under the Plan may be exercised by a broker-dealer acting on behalf of a Participant if (i) the broker-dealer has received from the Participant or the Company a duly endorsed agreement evidencing such Option and instructions signed by the Participant requesting the Company to deliver the shares of Common Stock subject to such Option to the broker-dealer on behalf of the Participant and specifying the account into which such shares should be deposited, (ii) adequate provision has been made with respect to the payment of any withholding taxes due upon such exercise, and (iii) the broker-dealer and the Participant have otherwise complied with Section 220.3(e)(4) of Regulation T, 12 CFR Part 220.

(5)           Shares of Common Stock purchased upon the exercise of an Option shall be issued in the name of the Participant and delivered to the Participant as soon as practicable following the effective date on which the Option is exercised.  Delivery shall be effected for all purposes when at the Company’s direction, the stock transfer agent of the Company shall have either (1) electronically deposited such shares in Participant’s company-sponsored brokerage account, (2) deposited certificates representing the shares of Common Stock in the United States mail, addressed to the Participant, or (3) electronically deposited such shares into the account specified by Participant pursuant to subparagraph (c)(4) above.

(6)           During the lifetime of a Participant each Option granted to him shall be exercisable only by him.  No Option shall be assignable or transferable otherwise than by will or by the laws of descent and distribution.

(1)           The aggregate Fair Market Value of shares of Common Stock with respect to which “incentive stock options” (within the meaning of Section 422, without regard to Section 422(d) of the Code) are exercisable for the first time by a Participant during any calendar year under the Plan (and any other stock option plan of the Company, or any subsidiary of the Company) shall not exceed $100,000.  Such Fair Market Value shall be determined as of the date on which each such Incentive Stock Option is granted.  If such aggregate Fair Market Value of shares of Common Stock underlying such Incentive Stock Options exceeds $100,000, then Incentive Stock Options granted hereunder to such Participant shall, to the extent and in the order required by Regulations promulgated under the Code (or any other authority having the force of Regulations), automatically be deemed to be Non-Qualified Stock Options, but all other terms and provisions of such Incentive Stock Options shall remain unchanged. In the absence of such Regulations (and authority), or if such Regulations (or authority) require or permit a designation of the options which shall cease to constitute Incentive Stock Options, Incentive Stock Options shall, to the extent of such excess and in the order in which they were granted, automatically be deemed to be Non-Qualified Stock Options, but all other terms and provisions of such Incentive Stock Options shall remain unchanged.

(2)           No Incentive Stock Option may be granted to an individual if, at the time of the proposed grant, such individual owns, directly or indirectly (based on the attribution rules in Section 424(d) of the Code) stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or any of its subsidiaries, unless (i) the exercise price of such Incentive Stock Option is at least 110% of the Fair Market Value of a share of Common Stock at the time such Incentive Stock Option is granted and (ii) such Incentive Stock Option is not exercisable after the expiration of five years from the date such Incentive Stock Option is granted.

(1)           If the employment or service of a Participant with the Company shall terminate for any reason other than Cause, &ld