BOOTS & COOTS INTERNATIONAL WELL CONTROL INC
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>
                 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
                     NONEMPLOYEE DIRECTOR STOCK OPTION PLAN

     Section  1.  Purpose.  It  is  the  purpose  of  the  Plan  to  promote the
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interests  of  Boots  &  Coots  International  Well  Control,  Inc.,  a Delaware
corporation  (the  "Company"),  and its stockholders by attracting and retaining
qualified  Nonemployee  Directors  by  giving  them the opportunity to acquire a
proprietary  interest  in  the Company and an increased personal interest in its
continued  success and progress.  The Options granted under the Plan will not be
treated  as  "incentive  stock options" within the meaning of Section 422 of the
Internal  Revenue  Code  of  1986,  as  amended  (the  "Code").

     Section  2.  Definitions.  As  used  herein  the  following  terms have the
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following  meanings:

          (a)  "Affiliate"  means  any  parent  or subsidiary corporation of the
     Company  within the meaning of Rule 12b-2 under the Securities Exchange Act
     of  1934, as amended; provided, however, that an entity shall not be deemed
     a  parent  of  the  Company  unless  such  entity  owns at least 50% of the
     outstanding  voting  securities  of  the  Company.

          (b)  "Board"  means  the  Board  of  Directors  of  the  Company.

          (c) "Committee" means the Nonemployee Directors Stock Option Committee
     described  in  Section  4  hereof.

          (d)  "Common  Stock"  means  the  Common  Stock, par value $.00001 per
     share,  of  the  Company.

          (e)  "Effective  Date"  shall  have  the meaning given to that term in
     Section  10.

          (f)  The  "Fair  Market  Value" of a share of Common Stock on any date
     shall  be  (i) the closing sale price on the immediately preceding business
     day  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 the immediately preceding
     business  day  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 National Quotation Bureau'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 by the Committee in its
     absolute  discretion.

          (g)  "Grant  Date" means, with respect to any Option granted under the
     Plan,  the  date  of  grant  of  such  Option  as provided in Section 5(a).

          (h)  "Nonemployee  Director"  means  an  individual who (i) is now, or
     hereafter  becomes,  a member of the Board of Directors of the Company, and
     (ii)  is  neither  an  employee  nor  an  officer  of  the Company or of an
     Affiliate  of the Company. For purposes of this Plan, "employee" shall mean
     an  individual whose wages are subject to the withholding of federal income
     tax  under Section 3401 of the Code, and "officer" shall mean an individual


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     elected  or  appointed  by  the  Board of Directors or chosen in such other
     manner as may be prescribed in the Bylaws of the Company or an Affiliate to
     serve  as  such.

          (i)  "Option"  means  any  option  to  purchase shares of Common Stock
     granted  pursuant  to  the  provisions  of  the  Plan.

          (j)  "Optionee"  means  a Nonemployee Director who has been granted an
     Option  under  the  Plan.

          (k)  "Plan"  means this Boots & Coots International Well Control, Inc.
     Nonemployee  Director  Stock  Option  Plan.

     Section  3.  Number of Shares.  Options may be granted by the Company under
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the  Plan  to  purchase  an  aggregate of 150,000 shares of Common Stock.  If an
Option  expires  or  terminates  for any reason without having been exercised in
full,  the unpurchased shares subject to such expired or terminated Option shall
again  be  available for purposes of the Plan.  The shares may be authorized but
unissued  or  reacquired  shares  of  Common  Stock.

     Section  4.  Administration of the Plan.  The Plan shall be administered by
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a  Nonemployee  Directors  Stock  Option Committee which shall consist of two or
more  members  of  the  Board,  a  majority  of  which  shall not be Nonemployee
Directors.  Each  member  of the Committee shall be appointed by and shall serve
at  the  pleasure  of  the  Board.  The  Board  shall  have  the sole continuing
authority  to  appoint members of the Committee both in substitution for members
previously  appointed  and  to  fill  vacancies  however  caused.  The following
provisions  shall  apply  to  the  administration  of  the  Plan:

          (a)  The  Committee shall designate one of its members as Chairman and
     shall  hold  meetings  at  such  times and places as it may determine. Each
     member  of the Committee shall be notified in writing of the time and place
     of  any  meeting  of the Committee at least two days prior to such meeting,
     provided  that  such notice may be waived by a Committee member. A majority
     of  the  members  of the Committee shall constitute a quorum and any action
     taken  by  a  majority  of the members of the Committee present at any duly
     called  meeting  at  which  a  quorum  is  present  (as  well as any action
     unanimously  approved in writing) shall constitute action by the Committee.

          (b) The Committee may appoint a Secretary (who need not be a member of
     the  Committee)  who  shall keep minutes of its meetings. The Committee may
     make  such  rules and regulations for the conduct of its business as it may
     determine.

          (c)  The  Committee  shall  have  no authority, discretion or power to
     select  the  participants  who  will  receive Options, to set the number of
     shares to be covered by any Option, to set the exercise price of any Option
     or to set the period within which Options may be exercised, or to alter any
     other  terms  or  conditions  specified  herein,  except  in  the  sense of
     administering the Plan. Subject to the foregoing limitations, the Committee
     shall  have full authority subject to the express provisions of the Plan to
     interpret the Plan and any Option granted hereunder, to provide, modify and
     rescind  rules  and  regulations relating to the Plan and to make all other
     determinations and perform such actions as the Committee deems necessary or
     advisable  to  administer  the  Plan.  In  making  such determinations, the


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     Committee  may  take  into  account  such  facts  as  the  Committee in its
     discretion  shall  deem  appropriate to carry out the purposes of the Plan.

          (d)  No  member  of the Committee or the Board shall be liable for any
     action  taken  or determination made in good faith with respect to the Plan
     or  any  Option  granted  hereunder.

     Section  5.  Terms  and  Conditions  of  Options.
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          (a)  Automatic  Option Grants. Commencing on the Effective Date of the
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Plan:

                    (i)  An Option shall be granted automatically under the Plan
               to  each  individual  who  is  a  Nonemployee  Director as of the
               Effective  Date.  The  Grant  Date of such an Option shall be the
               Effective  Date.  An  Option shall be granted automatically under
               the Plan to each Nonemployee Director who is newly elected to the
               Board  after the Effective Date. The Grant Date of such an Option
               shall be the date of such person's initial election as a director
               of  the  Company.  For  purposes of this Section, the term "newly
               elected  to  the  Board" shall mean that the Nonemployee Director
               was not serving as a director of the Company immediately prior to
               the  time  of his or her election in respect of which such Option
               is  granted.

                    (ii)  Each  Nonemployee  Director to whom an Option has been
               granted under (i) above shall, for so long as such person remains
               a  Nonemployee  Director,  automatically be granted an additional
               Option  under  the  Plan on each anniversary of the Grant Date of
               his  or  her  initial  Option  under  (i)  above.

          (b) Number of Shares. Each Option granted under the Plan shall entitle
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     the  Optionee  to purchase, in accordance with the terms of such Option and
     the  Plan,  15,000  shares  of  Common  Stock,  subject  to  adjustment  in
     accordance  with  Section  6  hereof.

          (c) Price. The price at which each share of Common Stock covered by an
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     Option  may  be  purchased  pursuant  to the Plan shall be 100% of the Fair
     Market  Value  of  a share of Common Stock on the Grant Date of the Option.

          (d)  Option  Period.  The  period  within  which  each  Option  may be
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     exercised  shall commence on the first anniversary of the Grant Date of the
     Option  and  shall  expire on the fifth anniversary of such Grant Date (the
     "Option Period"), unless terminated sooner pursuant to Section 5(e) hereof.

          (e) Termination of Service, Death, Etc. The following provisions shall
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     apply  with  respect  to the exercise of an Option granted hereunder in the
     event  that the Optionee thereof ceases to be a director of the Company for
     the  reasons  described  in  this  Section  5(e):


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                    (i)  If the directorship of the Optionee is terminated prior
               to  the  beginning  of  the  Option  Period,  the  Option  shall
               automatically  terminate  as  of  the  date  of such termination;

                    (ii)  If the Optionee dies during the Option Period while he
               is  a  director of the Company (or during the additional one-year
               period  provided  by  paragraph  (iii) of this Section 5(e)), the
               Option  may  be  exercised  within  one year after such death (if
               within the Option Period), but not thereafter, by the executor or
               administrator  of the estate of the Optionee, or by the person or
               persons  who  shall  have  acquired  the Option directly from the
               Optionee  by  bequest  or  inheritance;  or

                    (iii)  If the directorship of the Optionee is terminated for
               any  reason (other than the circumstances specified in paragraphs
               (i)  and  (ii)  of  this  Section 5(e)) within the Option Period,
               including a failure by the stockholders of the Company to reelect
               the  Optionee  as  a director, the Option may be exercised within
               one  year  after  such termination (if within the Option Period),
               but  not  thereafter.

          (f)  Transferability.  An  Option  granted under the Plan shall not be
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     transferable  by  the  Optionee,  otherwise than by will or pursuant to the
     laws  of descent and distribution, and during the lifetime of the Optionee,
     the Option shall be exercisable only by the Optionee or his or her guardian
     or  legal  representative.

          (g)  Requirement  of  Directorship. Except as provided in Section 5(e)
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     hereof,  an  Option may not be exercised unless the Optionee is at the time
     of  exercise  serving as a director of the Company, and, except as provided
     in Section 5(e) hereof, such Option shall terminate upon termination of the
     Optionee's  service  as  a  director  of  the  Company.

          (h)  Manner  of  Exercise.  Each  Option  granted  hereunder  may  be
               --------------------
     exercised,  in  whole  or  in  part, by the Optionee thereof at any time or
     (with  respect  to  partial  exercises) from time to time during the Option
     Period,  subject  to  the  provisions  of  the  Plan  and  the stock option
     agreement  evidencing  such Option, and the method for exercising an Option
     shall be by the personal delivery to the Secretary of the Company of, or by
     the sending by United States registered or certified mail, postage prepaid,
     addressed  to  the Company (to the attention of its Secretary), of, written
     notice  signed  by  the  Optionee specifying the number of shares of Common
     Stock  with  respect  to  which such Option is being exercised. Such notice
     shall  be  accompanied  by  the  full  amount of the purchase price of such
     shares  as provided in Section 5(i) hereof. Any such notice shall be deemed
     to  have been given on the date of receipt thereof (in the case of personal
     delivery  as  above-stated).  In  addition to the foregoing, promptly after
     demand  by the Company, the exercising Optionee shall pay to the Company an
     amount  equal  to  applicable  withholding taxes, if any, due in connection
     with such exercise. No shares of Common Stock shall be issued upon exercise
     of an Option until full payment therefor and for all applicable withholding
     taxes  has  been  made,  and  a Optionee shall have none of the rights of a
     stockholder  until  shares  of  Common  Stock  are issued to such Optionee.


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<PAGE>
          (i)  Payment  of  Purchase  Price.  The  purchase  price  of an Option
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     shall  be paid in full in cash or by the following methods: (i) by personal
     check  of the Optionee; (ii) by means of a broker-assisted exercise whereby
     the  Optionee  delivers  to  the Company, together with a properly executed
     exercise  notice,  such other documentation as the Committee and the broker
     assisting  in  the  transaction  shall require to effect an exercise of the
     Option, a sale of the shares of Common Stock acquired upon exercise and the
     delivery to the Company of the proceeds of such sale in full payment of the
     exercise  price;  or  (iii)  any  combination  of  the foregoing methods of
     payment.  The proceeds of a sale of Common Stock upon exercise of an Option
     shall  constitute  general  funds  of  the  Company.

     Section  6.  Adjustments  Upon  Changes  in Common Stock.  In the event the
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Company  shall  effect a split of the Common Stock or dividend payable in Common
Stock,  or  in  the  event the outstanding Common Stock shall be combined into a
smaller  number  of shares, the maximum number of shares as to which Options may
be  granted  under the Plan shall be decreased or increased proportionately.  In
the  event  that  before  delivery by the Company of all of the shares of Common
Stock  for  which  any Option has been granted under the Plan, the Company shall
have effected such a split, dividend or combination, the shares still subject to
such  Option  shall  be  increased or decreased proportionately and the purchase
price  per  share  shall  be  decreased or increased proportionately so that the
aggregate purchase price for all of the shares then subject to such Option shall
remain  the  same  as  immediately prior to such split, dividend or combination.

     In  the  event  of  a  reclassification  of Common Stock not covered by the
foregoing,  or  in  the  event  of  a liquidation or reorganization (including a
merger,  consolidation,  spinoff  or sale of assets) of the Company, including a
transaction  in which the Company is not the survivor, the Board shall make such
adjustments,  if  any,  as it may deem appropriate in the number, purchase price
and  kind  of  shares covered by the unexercised portions of Options theretofore
granted under the Plan.  The provisions of this Section shall only be applicable
if,  and only to the extent that, the application thereof does not conflict with
any  valid  governmental  statute,  regulation  or  rule.

     Section 7.  Amendment and Termination of the Plan.  Subject to the right of
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the  Board  to terminate the Plan prior thereto, the Plan shall terminate at the
expiration of ten years from November 12, 1997, the date of adoption of the Plan
by  the  Board.  No  Options  may be granted after termination of the Plan.  The
Board  may alter or amend the Plan in any respect, except that no termination or
amendment  of  the Plan shall adversely affect the rights of an Optionee under a
previously  granted  Option,  except  with  the  consent  of  such  Optionee.

     Section  8.  Requirements of Law.  The granting of Options and the issuance
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of  Common  Stock  upon  the  exercise  of  an  Option  shall  be subject to all
applicable  laws,  rules  and  regulations  and to such approval by governmental
agencies  as  may  be  required.

     Section  9.   Investment  Letter.  If  the Company so elects, the Company's
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obligation  to  deliver  Common  Stock  with  respect  to  an  Option  shall  be
conditioned  upon  its receipt from the Optionee to whom such Common Stock is to
be  delivered  of  an executed investment letter containing such representations
and  agreements  as  the Committee may determine to be necessary or advisable in
order  to  enable  the  Company  to  issue and deliver such Common Stock to such
Optionee in


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compliance  with  the Securities Act of 1933 and other applicable federal, state
or  local  securities  laws  or  regulations.

     Section  10.  Effective  Date of the Plan.  The Plan shall become effective
                   ---------------------------
on  the  date (the "Effective Date") of its approval and adoption by the holders
of  a  majority  of  the  shares  of  Common  Stock present, or represented, and
entitled  to vote at the 1997 annual meeting of stockholders of the Company.  If
not  so  approved, the Plan shall terminate, all actions hereunder shall be null
and  void.

     IN WITNESS WHEREOF, this Plan has been executed to be effective as provided
in  Section  10.

                                             BOOTS & COOTS INTERNATIONAL
                                             WELL CONTROL, INC.



                                             By:  /s/  Larry H. Ramming
                                                --------------------------------
                                             Name: Larry H. Ramming
                                             Title: Chairman and CEO


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