0000786765-03-000007 Sample Contracts

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 1st, 2003 • Butler International Inc /Md/ • Services-help supply services • New Jersey

THIS IS A SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT made as of the 4th day of December, 2002, and effective as of January 1, 1991, by and among BUTLER INTERNATIONAL, INC. ("International"), BUTLER SERVICE GROUP, INC. ("Butler") and EDWARD M. KOPKO ("Employee"), who resides at 235 North Broadway, Nyack, New York 10960.

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THIRD AMENDMENT AND WAIVER TO CREDIT AGREEMENT
Credit Agreement • April 1st, 2003 • Butler International Inc /Md/ • Services-help supply services • New York

THIRD AMENDMENT AND WAIVER, dated as of March 27, 2003, to the Credit Agreement referred to below (this "Amendment") among BUTLER INTERNATIONAL, INC., a Delaware corporation ("Holdings"), BUTLER SERVICE GROUP, INC., a New Jersey corporation, as Borrower (the "Borrower"); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, "GE Capital"), for itself, as Lender, and as Agent for Lenders ("Agent") and the other Lenders signatory hereto from time to time.

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