0001144204-09-037031 Sample Contracts

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • July 13th, 2009 • Butler International Inc /Md/ • Services-help supply services • Delaware

This ASSIGNMENT OF INTANGIBLE PROPERTY (this “Assignment”), dated as of [ ], 2009, is entered into by and among _______________, and all the sellers listed on the signature page hereto (the “Assignors”) in favor of ___________________________, a _______________________ (the “Assignee”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Asset Purchase Agreement (as defined below).

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AMENDMENT NO. 3 TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • July 13th, 2009 • Butler International Inc /Md/ • Services-help supply services • Delaware

AMENDMENT NO. 3, dated June 24, 2009 (this “Amendment”) to the ASSET PURCHASE AGREEMENT (as amended, the “Purchase Agreement”), dated as of May 29, 2009, as amended by Amendment No. 1 to the Purchase Agreement, dated June 11, 2009 and as amended by Amendment No. 2 to the Purchase Agreement, dated June 12, 2009, in each case, by and among Butler International, Inc, a Maryland corporation (“Butler”), the Sellers set forth on the signature page thereto (collectively with Butler, the “Sellers”) and Butler America LLC, a Delaware limited liability company (“Buyer”).

AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • July 13th, 2009 • Butler International Inc /Md/ • Services-help supply services • Delaware

AMENDMENT NO. 2, dated June 12, 2009 (this “Amendment”) to the ASSET PURCHASE AGREEMENT (as amended, the “Purchase Agreement”), dated as of May 29, 2009, as amended by Amendment No. 1 to the Purchase Agreement, dated June 11, 2009, in each case, by and among Butler International, Inc, a Maryland corporation (“Butler”), the Sellers set forth on the signature page thereto (collectively with Butler, the “Sellers”) and Butler America LLC, a Delaware limited liability company (“Buyer”).

AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • July 13th, 2009 • Butler International Inc /Md/ • Services-help supply services • Delaware

AMENDMENT NO. 1, dated June 11, 2009 (this “Amendment”) to the ASSET PURCHASE AGREEMENT (the “Purchase Agreement”), dated as of May 29, 2009, by and among Butler International, Inc, a Maryland corporation (“Butler”), the Sellers set forth on the signature page thereto (collectively with Butler, the “Sellers”) and Butler America LLC, a Delaware limited liability company (“Buyer”).

BUTLER AMERICA LLC Santa Barbara, California 93105 July 7, 2009
Butler International Inc /Md/ • July 13th, 2009 • Services-help supply services • Delaware

Reference is made to that certain Asset Purchase Agreement, dated as of May 29, 2009 (as amended, the “Asset Purchase Agreement”), entered into by and among Butler International, Inc., a Maryland corporation (“Butler”), the other sellers signatory thereto (together with Butler, the “Sellers”) and Butler America LLC, a Delaware limited liability company (“Buyer”), pursuant to which Buyer will purchase substantially all of the assets of Sellers (the “Asset Purchase”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement. Buyer and Sellers hereby acknowledge and agree as follows:

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