SUBORDINATED PROMISSORY NOTE

BOOTS & COOTS SERVICES, LLC, a Texas limited liability company (" Maker "), for value received, hereby promises to pay to the order of JOHN W. WRIGHT, his successors and permitted assigns (" Payee "), the principal sum of THREE MILLION AND NO/100 DOLLARS ($3,000,000.00) or such lesser amount as shall equal the unpaid aggregate balance of this Subordinated Promissory Note (this " Note "), in lawful money of the United States of America and in immediately available funds, on the date set forth herein, and to pay interest on the unpaid principal balance of this Note outstanding from time to time, on the dates set forth herein at the Payee's address set forth in Section 4.4, in immediately available funds, for the period commencing on the date hereof until this Note shall be paid in full, all in accordance with the terms of this Note.

1.             The Loan .  This Note evidences part of the consideration issued to the Payee by the Maker pursuant to that certain Share Purchase Agreement, dated as of February 10, 2009 (the " Purchase Agreement "), between the Payee and the Maker.  The principal balance of this Note is subject to adjustment, and may be reduced, pursuant to the terms of the Purchase Agreement.

2.             Terms of this Note .

2.1            Interest .  Interest shall accrue (computed on the basis of a 365/366 day year) on the then outstanding principal balance hereof at a rate equal to the lesser of (a) eight percent (8%) per annum or (b) the Highest Lawful Rate (as hereinafter defined).  Interest on this Note shall be due and payable (i) on [August 15 ^th and February 15 ^th ] of each year, and (ii) on the Maturity Date (as hereinafter defined).

2.2            Principal .  Maker shall pay to Payee the outstanding principal balance of this Note on the 91 ^st day following the earlier to occur of the following: (i) the Senior Payment Date (as hereinafter defined); or (ii) the five (5) year anniversary date of this Note.  The date on which such principal amount is due is referred to herein as the " Maturity Date ."  For purposes hereof, " Senior Payment Date " means the date on or prior to which all of the following shall have occurred: (a) indefeasible payment in full in cash of all Senior Debt (as defined below), (b) the termination or expiration of all commitments to advance or create Senior Debt, including but not limited to, the Commitments (as defined in the Credit Agreement referred to below), (c) the termination or expiration of all letters of credit issued or deemed to be issued under any of the Senior Debt Documents, including but not limited to, the Credit Agreement, and (d) the termination or novation of all Hedging Arrangements with Swap Counterparties (as each term is defined in the Credit Agreement referred to below).

2.3            Payments .  Unless otherwise stated, all monetary amounts expressed under this Note and all payments due under this Note are expressed in and shall be due in U.S. Dollars.  Maker shall make all payments required under this Note not later than 2:00 p.m. Houston, Texas, time on any date when due by wire transfer of immediately available funds to the Payee's account as directed in writing by the Payee to the Maker or, at the option of the Payee, in such manner and at such place in the United States as the Payee shall have designated to the Maker in writing pursuant to the provisions of this Note.  Whenever any payment to be made under this Note shall be stated to be due on a day other than a Business Day, such payment shall be due and payable on the next succeeding Business Day.  If the date for payment of any obligation is not specified in this Note, such obligation shall be payable upon demand.  As used herein, " Business Day " shall mean any day other than a Saturday, Sunday or a day on which banking institutions in Houston, Texas are authorized or obligated by law or executive order to close.

2.4            Conformance with Laws .  It is the intention of the parties hereto that the Payee shall conform strictly to usury laws applicable to it.  Accordingly, if the transactions contemplated hereby would be usurious as to the Payee under laws applicable to it (including the laws of the United States of America and the State of Texas or any other jurisdiction whose laws may be mandatorily applicable to the Payee notwithstanding the other provisions of this Note), then, in that event, notwithstanding anything to the contrary in this Note or any agreement entered into in connection with or as security for this Note, it is agreed as follows:  (1) the aggregate of all consideration which constitutes interest under law applicable to the Payee that is contracted for, taken, reserved, charged or received by the Payee under this Note or agreements or otherwise in connection herewith shall under no circumstances exceed the maximum amount allowed by such applicable law, and any excess shall be canceled automatically and if theretofore paid shall be credited by the Payee on the principal amount of this Note (or, to the extent that the principal amount of this Note shall have been or would thereby be paid in full, refunded by the Payee to the Maker); and (2) in the event that the maturity of this Note is accelerated by reason of an election of the Payee resulting from any Event of Default under this Note, or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to the Payee may never include more than the maximum amount allowed by such applicable law, and excess interest, if any, provided for in this Note or otherwise shall be canceled automatically by the Payee as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by the Payee on the principal amount of this Note (or, to the extent that the principal amount of this Note shall have been or would thereby be paid in full, refunded by the Payee to the Maker).  All sums paid or agreed to be paid to the Payee for the use, forbearance or detention of sums due hereunder shall, to the extent permitted by law applicable to the Payee, be amortized, prorated, allocated and spread throughout the stated term of this Note until payment in full so that the rate or amount of interest on account of this Note hereunder does not exceed the maximum amount allowed by such applicable law.  If at any time and from time to time (1) the amount of interest payable to the Payee on any date shall be computed at the Highest Lawful Rate applicable to the Payee pursuant to this Section 2.4 and (2) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Payee would be less than the amount of interest payable to the Payee computed at the Highest Lawful Rate applicable to the Payee, then the amount of interest payable to the Payee in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate applicable to the Payee until the total amount of interest payable to the Payee shall equal the total amount of interest which would have been payable to the Payee if the total amount of interest had been computed without giving effect to this Section 2.4.  To the extent that Chapter 303 of the Texas Finance Code is relevant for the purpose of determining the Highest Lawful Rate applicable to the Payee, the Payee elects to determine the applicable rate ceiling under such Chapter by the weekly ceiling from time to time in effect.  Chapter 346 of the Texas Finance Code does not apply to the Maker’s obligations hereunder.  As used herein, “ Highest Lawful Rate ” shall mean, with respect to the Payee, the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Note under laws applicable to the Payee which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws allow as of the date hereof.

2.5            Prepayment .  So long as the Senior Payment Date has occurred, this Note may be prepaid by the Maker at any time thereafter without premium or penalty.  Prior to the occurrence of the Senior Payment Date, this Note shall not be prepaid (unless otherwise permitted, or not otherwise prohibited, under the Senior Debt Documents) and shall be subject to the subordination provisions set forth below.  Any prepayments will be applied first against accrued and unpaid expenses owing under this Note (if any), then against accrued and unpaid interest then payable pursuant to the provisions of this Note, and then against unpaid principal.

2.6            Waivers .  The Maker waives diligence, presentment, demand, protest, notice of intent to accelerate the maturity hereof, notice of acceleration of the maturity hereof, and notice of every kind whatsoever.  The failure of the Payee to exercise any of its rights under this Note in any particular instance will not constitute a waiver of the same or of any other right in that or any subsequent instance.

2.7            Binding .  This Note will be binding upon the Maker and its successors and assigns and will inure to the benefit of the Payee and its successors and assigns.  The Payee further agrees not to sell, assign, transfer or endorse any right to receive any payment hereunder to anyone except subject to the terms and conditions of this Note.

2.8            Subordination .

(a)           As used in this Note, " Senior Debt " shall mean and include (i) all indebtedness, obligations and liabilities of the Maker, whether currently outstanding or hereafter incurred, under that certain Credit Agreement, dated as of February 10, 2009 among the Maker, Boots & Coots International Well Control, Inc., the lender parties thereto, and Wells Fargo Bank, National Association (“ Wells Fargo ”), as administrative agent (in such capacity, the " Administrative Agent "), as the issuing lender, and the swing line lender (as such agreement may be amended, restated, extended, supplemented or otherwise modified from time to time, the " Credit Agreement "), (ii) all other Secured Obligations (as defined in the Credit Agreement), and (iii) all indebtedness, obligations and liabilities of the Maker, whether currently outstanding or hereafter incurred, under any other loan agreement, credit agreement, note or similar instrument or agreement whether such now existing or hereafter entered into with any lender party to the Credit Agreement from time to time (as the same may be amended, restated, extended, supplemented or otherwise modified from time to time, a " Loan Agreement "), or any other document or instrument evidencing, securing, guaranteeing, or in any way pertaining to the transactions contemplated by any Loan Agreement (as the same may be amended, restated, extended, supplemented or otherwise modified from time to time, the " Loan Documents ", together with the Loan Agreements, the Credit Agreement and the Credit Documents (as defined in the Credit Agreement), the "Senior Debt Documents"), in each case as to clause (i), (ii) and (ii) above, as such indebtedness, obligations, liabilities and other Secured Obligations may be amended, restated, extended, supplemented, or otherwise modified from time to time.  The lender parties to the Senior Debt Documents, the other "Secured Parties" as defined in the Credit Agreement and Wells Fargo, individually and in its capacity as the Administrative Agent, Issuing Lender, Lender and Swing Line Lender under the Credit Agreement, are collectively referred to herein as the “Lenders.”  Actions taken by the Lenders pursuant to the terms of this Note shall be at the instruction of the holders of a majority in interest of the principal amount of the Senior Debt then outstanding (recognizing that, with respect to the Senior Debt represented by a particular Senior Debt Document, another threshold may be required pursuant to the terms of such Senior Debt Document).  Such action may be taken by a trustee, agent or representative designated by the Lenders for such purposes, and may include any "Administrative Agent" under and as defined in any Senior Debt Document.  Notwithstanding anything herein to the contrary, " Senior Debt " shall not include any indebtedness, obligation or liability of the Maker, whether currently outstanding or hereafter incurred, that is created by, and initially owed to, a creditor that is not a lender party to the Credit Agreement or an affiliate of a lender party to the Credit Agreement even though such indebtedness, obligation or liability may have been subsequently assigned to, and assumed by, a lender party to the Credit Agreement.

(b)           The Payee hereby subordinates any and all claims now or hereafter owing to it by the Maker under this Note to any and all Senior Debt (including, without limitation, interest, fees, costs, reimbursements or other payments on the Senior Debt paid or accrued after the commencement of an Insolvency Proceeding (as hereinafter defined) and whether or not such claims are deemed allowed or recoverable in any Insolvency Proceeding, and payment of or for adequate protection pursuant to any Insolvency Proceeding), and agrees that, except as set forth in Section 2.8(c) below, the Senior Payment Date shall have occurred before any payment may be made on this Note, whether of principal or interest or other indebtedness or other obligations .  Except with respect to the exercise of remedies by the Payee in accordance with Section 2.8(e) hereof, the Payee agrees not to acquire any security interests in, security titles to, and other liens and encumbrances on any of the present or future collateral securing Senior Debt (the “ Collateral ”) or any other assets, properties or rights of the Maker, its affiliates or its subsidiaries.  In the event that the Payee should acquire any security titles to, and other liens and encumbrances on any of the present or future Collateral, the Payee hereby subordinates and makes inferior any and all of its now existing or hereafter acquired security interests in such security titles to, and other liens and encumbrances on any of the present or future Collateral, any security interests, security titles or other liens and encumbrances on the Collateral arising under any security agreement created or existing in respect of the Senior Debt.

(c)           Notwithstanding anyt