0000892569-06-000866 Sample Contracts

JOINT REPORTING AGREEMENT
Joint Reporting Agreement • July 17th, 2006 • Levine Leichtman Capital Partners Iii Lp • Services-help supply services

In consideration of the mutual covenants herein contained, pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the parties hereto represents to and agrees with the other parties as follows:

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 17th, 2006 • Levine Leichtman Capital Partners Iii Lp • Services-help supply services • California

THIS REGISTRATION RIGHTS AGREEMENT is entered into as of the 30th day of June, 2006 (this “Agreement”), by and between BUTLER INTERNATIONAL, INC., a Maryland corporation (“Parent”), and LEVINE LEICHTMAN CAPITAL PARTNERS III, L.P., a California limited partnership (“Purchaser”).

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • July 17th, 2006 • Levine Leichtman Capital Partners Iii Lp • Services-help supply services • California

THIS INVESTOR RIGHTS AGREEMENT is entered into as of June 30, 2006 (this “Agreement”), by and among BUTLER INTERNATIONAL, INC., a Maryland corporation (the “Parent”), LEVINE LEICHTMAN CAPITAL PARTNERS III, L.P., a California limited partnership (“Purchaser”), EDWARD KOPKO, an individual, and FREDERICK H. KOPKO, JR., an individual (“FK” and, together with EK, each individually a “Principal Shareholder” and collectively, the “Principal Shareholders”).

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