1. Counter Offensive counters the Vexator mask entirely, allowing the unit its used on to interrupt the normal and fight at any point. Fight First abilities don't, instead cancelling both abilities so the unit in question will fight as normal. From the Vexator Mask: "If the unit has an ability that allows it to fight first in the fight phase, it instead fights as if it did not have this ability."
2. The mask would have no effect on the actual Heroic Intervention itself, and neither would Counter Offensive. Heroic Intervention is a move which happens at the end of the Charge Phase. A unit which does a Heroic Intervention does not count as charging, but can be activated as normal after all chargers have fought. At the start of the Fight phase, that unit would be eligible to be effected by the Vexator Mask as normal.