Exhibit
            10.1


            Execution
            Version


            SIXTH
            AMENDMENT TO

            THIRD AMENDED AND RESTATED CREDIT AGREEMENT


            
                      SIXTH
            AMENDMENT, dated as of May 30, 2008 to the Credit Agreement referred to below (this
            “Amendment”), by and among BUTLER SERVICE GROUP, INC., a New Jersey
            corporation, as the Borrower (the “Borrower”), the other Credit
            Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation,
            for itself, as Lender, and as Agent for Lenders (in such capacity, the
            “Agent”) and the other Lenders signatory hereto.


            
            WITNESSETH:


            
                      WHEREAS,
            the Borrower, the other Credit Parties signatory thereto, Agent, and Lenders signatory
            thereto are parties to that certain Third Amended and Restated Credit Agreement, dated
            as of August 29, 2007, as amended on February 1, 2008, as further amended on February
            28, 2008, as further amended on April 14, 2008, as further amended on April 28, 2008,
            and as further amended on May 12, 2008 (including, all annexes, exhibits and schedules
            thereto, and as amended, supplemented or otherwise modified from time to time prior to
            the date hereof, the “Credit Agreement”); and


            
                      WHEREAS,
            Agent and Lenders have agreed to amend the Credit Agreement in the manner and on the
            terms and conditions provided for herein.


            
                      NOW
            THEREFORE, in consideration of the premises and for other good and valuable
            consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged,
            the parties hereby agree as follows:


            
                      1.     
            Definitions. Capitalized terms not otherwise defined herein shall have the meanings
            ascribed to them in Annex A of the Credit Agreement.


            
                      2.     
            Amendment to Credit Agreement. Annex A of the Credit Agreement is hereby
            amended as of the date hereof by deleting the language “May 30, 2008” in
            clause (a) of the definition of “Commitment Termination Date”
            and substituting in lieu thereof the language “June15, 2008”.


            
                      3.     
            Payment of Default Rate. The Borrower and the other Credit Parties acknowledge and
            agree that Agent provided notice to the Borrower that, commencing on January 3, 2008,
            all outstanding Obligations bore interest at the Default Rate in accordance with
            Section 1.5(d) of the Credit Agreement through the date hereof, all of which
            interest shall be due and payable in cash on the Commitment Termination Date;
            provided, that the Default Rate interest due on the date hereof shall be
            waived if the Borrower pays in full in cash on the Commitment Termination Date all then
            outstanding Obligations (including, without limitation, cash collateralizing all
            outstanding Letters of Credit in accordance with the terms of Section 1.2 and
            Annex B, clause (c) of the Credit Agreement), together with interest, fees,
            expenses, attorneys fees and any other charges hereafter accruing through the date of
            payment, under the Loan Documents; provided, further, that to the extent
            all outstanding Obligations are not paid in full

            


            

            

            As of May 12, 2008

            Page 2 of 7


            on or prior to the Commitment
            Termination Date, all outstanding Obligations shall continue to bear interest at the
            Default Rate until such Obligations are paid in full.


            
                      4.     
            Representations and Warranties. To induce Agent and Lenders to enter into this
            Amendment, each of the Borrower and Credit Parties make the following representations
            and warranties to Agent and Lenders:


            
                              (a)
                 The execution, delivery and performance of this Amendment
            and the performance of the Credit Agreement, as amended by this Amendment (the
            “Amended Credit Agreement”) by the Borrower and the other Credit
            Parties: (a) is within such Person’s organizational power; (b) has been duly
            authorized by all necessary or proper corporate and shareholder action; (c) does not
            contravene any provision of such Person’s charter or bylaws or equivalent
            organizational documents; (d) does not violate any law or regulation, or any order or
            decree of any court or Governmental Authority; (e) does not conflict with or result in
            the breach or termination of, constitute a default under or accelerate or permit the
            acceleration of any performance required by, any indenture, mortgage, deed of trust,
            lease, agreement or other instrument to which such Person is a party or by which such
            Person or any of its property is bound; (f) does not result in the creation or
            imposition of any Lien upon any of the property of such Person other than those in
            favor of Agent pursuant to the Loan Documents; and (g) does not require the consent or
            approval of any Governmental Authority or any other Person.


            
                              (b)     This
            Amendment has been duly executed and delivered by or on behalf of each of the Borrower
            and the other Credit Parties.


            
                              (c)     Each
            of this Amendment and the Amended Credit Agreement constitutes a legal, valid and
            binding obligation of the Borrower and each of the other Credit Parties party thereto,
            enforceable against each in accordance with its terms, except as enforceability may be
            limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar
            laws affecting creditors’ rights generally and by general equitable principles
            (whether enforcement is sought by proceedings in equity or at law).


            
                              (d)     No
            Default or Event of Default has occurred and is continuing after giving effect to this
            Amendment.


            
                              (e)     No
            action, claim, lawsuit, demand, investigation or proceeding is now pending or, to the
            knowledge of any Credit Party, threatened against any Credit Party, at law, in equity
            or otherwise, before any court, board, commission, agency or instrumentality of any
            Governmental Authority, or before any arbitrator or panel of arbitrators, (a) which
            challenges the Borrower’s or, to the extent applicable, any other Credit
            Party’s right, power, or competence to enter into this Amendment or perform any
            of their respective obligations under this Amendment, the Amended Credit Agreement or
            any other Loan Document, or the validity or enforceability of this Amendment, the
            Amended Credit Agreement or any other Loan Document or any action taken under this
            Amendment, the Amended Credit Agreement or any other Loan Document or (b) which if
            determined adversely, is reasonably likely to have or result in a Material Adverse
            Effect. To the knowledge of Holdings or Borrower, there does not exist a state of facts
            which is reasonably likely to give rise to such proceedings.

            


            

            

            As of May 12, 2008

            Page 3 of 7


            
                              (f)     The
            representations and warranties of the Borrower and the other Credit Parties contained
            in the Credit Agreement and each other Loan Document shall be true and correct on and
            as of the date hereof with the same effect as if such representations and warranties
            had been made on and as of such date, except that any such representation or warranty
            which is expressly made only as of a specified date need be true only as of such
            date.


            
                      5.     
            No Other Amendments/Waivers. Except as expressly amended herein, the Credit
            Agreement and the other Loan Documents shall be unmodified and shall continue to be in
            full force and effect in accordance with their terms. In addition, this Amendment shall
            not be deemed a waiver of any term or condition of any Loan Document and shall not be
            deemed to prejudice any right or rights which Agent, for itself and Lenders, may now
            have or may have in the future under or in connection with any Loan Document or any of
            the instruments or agreements referred to therein, as the same may be amended from time
            to time.


            
                      6.     
            Outstanding Indebtedness; Waiver of Claims. Each of the Borrower and the other
            Credit Parties hereby acknowledges and agrees that as of May 30, 2008, the aggregate
            outstanding principal amount of the Revolving Loan is $37,297,628.74 and the aggregate
            outstanding Letters of Credit Obligations is $3,395,845.80, and that such principal
            amounts are payable pursuant to the Credit Agreement without defense, offset,
            withholding, counterclaim or deduction of any kind. The Borrower and each other Credit
            Party hereby waives, releases, remises and forever discharges Agent, Lenders and each
            other Indemnified Person from any and all claims, suits, actions, investigations,
            proceedings or demands arising out of or in connection with the Credit Agreement
            (collectively, “Claims”), whether based in contract, tort, implied
            or express warranty, strict liability, criminal or civil statute or common law of any
            kind or character, known or unknown, which the Borrower or any other Credit Party ever
            had, now has or might hereafter have against Agent or Lenders which relates, directly
            or indirectly, to any acts or omissions of Agent, Lenders or any other Indemnified
            Person on or prior to the date hereof; provided, that neither the Borrower nor
            any other Credit Party waives any Claim solely to the extent such Claim relates to the
            Agent’s or any Lender’s gross negligence or willful misconduct.


            
                      7.     
            Expenses. The Borrower and the other Credit Parties hereby reconfirm their
            respective obligations pursuant to Sections 1.9 and 11.3 of the Credit
            Agreement to pay and reimburse Agent, for itself and Lenders, for all reasonable costs
            and expenses (including, without limitation, reasonable fees of counsel) incurred in
            connection with the negotiation, preparation, execution and delivery of this Amendment
            and all other documents and instruments delivered in connection herewith.


            
                      8.     
            Effectiveness. This Amendment shall be deemed effective as of the date hereof only
            upon satisfaction in full in the judgment of Agent of each of the following
            conditions:


            
                              (a)     
            Amendment. Agent shall have received five (5) original copies of this Amendment
            duly executed and delivered by Agent, the Lenders, the Borrower and the other Credit
            Parties.

            


            

            

            As of May 12, 2008

            Page 4 of 7


            
                              (b)     
            Payment of Fees and Expenses. The Borrower shall have paid to Agent all documented
            costs, fees and expenses owing to Agent (including, without limitation, all reasonable
            legal fees and expenses).


            
                              (c)     
            Representations and Warranties. The representations and warranties of or on behalf
            of the Borrower and the Credit Parties in this Amendment shall be true and correct on
            and as of the date hereof, except that any such representation or warranty which is
            expressly made only as of a specified date need be true only as of such
            date.


            
                      9.     
            GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE
            WITH, THE LAW OF THE STATE OF NEW YORK.


            
                      10.   
            Counterparts. This Amendment may be executed by the parties hereto on any number of
            separate counterparts and all of said counterparts taken together shall be deemed to
            constitute one and the same instrument.


            [SIGNATURE
            PAGES FOLLOW]

            


            

            

            As of May 12, 2008

            Page 5 of 7


            
                           IN
            WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
            delivered as of the day and year first above written.


            	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        BUTLER SERVICE
                        GROUP, INC., as Borrower

                    
	
                         

                    	
                         

                    
	
                         

                    	
                        By:

                    	
                        /s/ Antonio
                        Mateo

                    
	
                         

                    	
                         

                    	
                        

                    
	
                         

                    	
                        Name:

                    	
                        Antonio
                        Mateo

                    
	
                         

                    	
                         

                    	
                        

                    
	
                         

                    	
                        Title:

                    	
                        Vice President &
                        Treasurer

                    
	
                         

                    	
                         

                    	
                        

                    


            

            


            

            

            As of May 12, 2008

            Page 6 of 7


            	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        GENERAL ELECTRIC
                        CAPITAL

                    
	
                         

                    	
                        CORPORATION,
                        as Agent and Lender

                    
	
                         

                    	
                    	
                         

                    
	
                         

                    	
                        By:

                    	
                        /s/ James H.
                        Kaufman

                    
	
                         

                    	
                         

                    	
                        

                    
	
                         

                    	
                        Name:

                    	
                        James H.
                        Kaufman

                    
	
                         

                    	
                         

                    	
                        

                    
	
                         

                    	
                    	
                        
                                  Title:
                        Duly Authorized Signatory

                    


            

            


            

            

            As of May 12, 2008

            Page 7 of 7


            
                           The
            following Persons are signatories to this Amendment in their capacity as Credit Parties
            and not as the Borrower.


            BUTLER INTERNATIONAL,
            INC.

            BUTLER SERVICES INTERNATIONAL, INC.

            BUTLER TELECOM, INC.

            BUTLER PUBLISHING, INC.

            BUTLER OF NEW JERSEY REALTY CORP.

            BUTLER SERVICES, INC.

            BUTLER UTILITY SERVICE, INC.


            	
                         

                    	
                         

                    
	
                        By:

                    	
                        /s/ Antonio
                        Mateo

                    
	
                         

                    	
                        

                    
	
                        Name: Antonio
                        Mateo

                    	
                         

                    
	
                        Title: Vice
                        President & Treaurer