Preview | Employment Agreement |

This Employment Agreement (this "Agreement") is made and entered into as of April 1, 2006 (the "Effective Date"), by and between BOOTS & COOTS SERVICES (the "Company") and DEWITT H. EDWARDS ("Employee").

1. Termination of Consulting Agreement. The Company and Employee hereby agree that the Consulting Agreement, dated August 16, 2002 by and between Boots & Coots International Well Control, Inc. (the "Parent Company" of Company) and Oak Hollow Consulting, L.L.C. (of which Employee is the principal) and any other services agreement, whether written or other (the "Consulting Agreement"), if not previously terminated or expired, are hereby effectively terminated.

2. Term. Employee shall be employed by the Company for a period of two (2) years from the Effective Date hereof (the "Employment Term"). The Employment Term and this Agreement shall be automatically renewed for successive additional two (2) year terms unless notice of termination is given in writing by either party to the other party at least three (3) months prior to the expiration of the initial term or any such renewal term.

3. Duties. Employee shall initially hold the title of Executive Vice President (EVP) and shall perform such services as are appropriate for such position as established by the Board of Directors and as the CEO of the Company may from time to time direct. As EVP, Employee shall report directly to the CEO of the Company. The duties of Employee shall include, but not be limited to, corporate development and coordination of products and services from all business units. During the Employment Term, Employee will not be required to permanently relocate without his agreement; however Employee understands that regular travel will be an essential part of his duties.

4. Conduct of Employee. During the Employment Term, Employee shall devote his full business time, effort, skill and attention to the affairs of the Company and its subsidiaries, will use his best efforts to promote the interests of the Company, and will discharge his responsibilities in a diligent and faithful manner, consistent with sound business practices.

Nothing in this Agreement shall be deemed to preclude the Employee from participating in other business, charitable or community opportunities if and to the extent that (i) such business opportunities are not competitive with or similar to the business of the Company, (ii) the Employee's activities with respect to such opportunities do not have a material adverse effect on the performance of the Employee's duties hereunder, (iii) the Employee's activities pose no conflict of interest as to the Employee's responsibilities to the Company, and (iv) the Employee's activities with respect to such opportunity have been fully disclosed in writing to the Company's President.

5. Compensation. In consideration of the work and other services that Employee performs for the Company hereunder, the Company shall pay Employee the following: