Exhibit 10.2


            
            Dated as of January 15, 2008


            Butler
            Service Group, Inc.


            110
            Summit Avenue


            
            Montvale, NJ 07645


            Attn:
            Mark Koscinski


            
                	
                            
                            Re:

                        	
                            
                            Second Lien Credit Agreement, dated as of August 29,
                            2007 (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”), by and among
                            Butler Service Group, Inc. (the “Borrower”), the other
                            Credit Parties signatory thereto, Monroe Capital Management Advisors
                            LLC, a Delaware limited liability company, as a Lender and Agent for
                            Lenders (the “Agent”), and the other Lenders signatory
                            thereto from time to time.

                        


            


            Ladies
            and Gentlemen:


            
            Capitalized terms used in this letter (hereafter referred to as this
            “Agreement”) and not otherwise defined or limited herein shall have the
            meanings attributed to such terms in the Credit Agreement.


            
            Events of Default (the “Specified Events of Default”) have
            occurred and are continuing under
            Section 8.1(c) of the Credit Agreement
            arising out of the Borrower’s failure to deliver to Agent and Lenders: (i) the
            annual Financial Statements, certifications, statements, reports, letters and all other
            documentation required to be delivered in respect of Fiscal Year ended December 31,
            2006, on or prior to December 31, 2007, pursuant to
            Section 4.1(a) and
            clause (q)(iii) of
            Annex E of the Credit Agreement; and
            (ii) the Officer’s Certificate required by clause
            (d)(v) of Annex E
            of the Credit Agreement to be delivered concurrently with the requisite
            deliverables set forth in subsection (i)
            above.


            
            The Borrower and Guarantors have each requested that the Agent on behalf
            of the Lenders forbear from the exercise of the Agent’s and Lenders’ rights
            and remedies available under the Credit Agreement as a result of the occurrence of the
            Specified Events of Default. The Agent and Lenders are willing to grant such
            forbearance upon the terms and subject to the conditions and limitations set forth
            herein.


            
            For the period beginning as of the date first above written (the
            “Commencement Date”) and ending on the earlier to occur of (a) 5:00 p.m.,
            New York time, on February 1, 2008 and (b) termination of this forbearance as provided
            herein (the “Forbearance Period”), the Agent and the Lenders, without
            waiving, curing or ceasing the continuance of the Specified Events of Default, hereby
            agree to forbear from the exercise of any of their rights and remedies available under
            the Credit Agreement and the Loan Documents on account of the Specified Events of
            Default. The


             

            
            


            

            

            As of
            January 15, 2008


            Page 2
            of 7


             


            
            Agent’s and Lenders’ forbearance provided for herein shall
            be effective only with respect to the Specified Events of Default and shall
            automatically terminate and cease to be of force and effect, and the Agent and Lenders
            may exercise all of their respective rights and remedies as may be available under the
            Credit Agreement and under applicable law, upon or after the occurrence of any other
            Default or Event of Default under the Credit Agreement or any Loan Document (other than
            the Specified Events of Default) or a default under the terms of this Agreement
            (individually a “Forbearance Default” and, collectively, the
            “Forbearance Defaults”).


            
            During the Forbearance Period, and provided that no Forbearance Default
            has occurred and that the terms and conditions of this Agreement are satisfied, the
            Lenders agree that they will not accelerate, nor direct the Agent to accelerate, the
            indebtedness owed to the Lenders under the Credit Agreement or otherwise exercise any
            of their rights and remedies, in each case, as a result of the Specified Events of
            Default outlined herein;
            provided,
            however, the Agent and the Lenders reserve
            all rights to charge the Default Rate of interest on all outstanding Obligations in
            accordance with Section 1.5(d) of the Credit Agreement from and after the date
            of the occurrence of the Specified Events of Default.


            
            This Agreement shall become effective as of the date first set forth
            above (the “Effective Date”) upon Agent’s receipt of four (4)
            fully-executed copies of this Agreement, duly executed and delivered by the Agent,
            Lenders, Borrower and Guarantors.


            
            In consideration of the limited agreement of the Agent and the Lenders
            to forbear from the exercise of their rights and remedies as set forth above, each
            Credit Party hereby represents and warrants to the Agent and the Lenders, as of the
            date hereof, as follows:


            
            The execution, delivery and performance of this Agreement by such Credit
            Party: (a) is within its organizational power; (b) has been duly authorized by all
            necessary or proper corporate and shareholder action; (c) does not contravene any
            provision of such Credit Party’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 Credit Party is a party or by which such Credit Party
            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 Credit Party 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 Credit Party.


            
            All Loan Documents, including without limitation, this Agreement, the
            Credit Agreement and the Guaranties, constitute legal, valid and binding obligations of
            each Credit Party party thereto enforceable against each such Credit Party in
            accordance with the terms thereof. Each Credit Party hereby ratifies and confirms each
            of the Loan Documents to which such Credit Party is party to and the rights granted
            thereunder in favor of the Agent and the Lenders, including its liability for the
            Obligations as defined therein.


             

            
            


            

            

            As of
            January 15, 2008


            Page 3
            of 7


             


            
            The Credit Parties and the Lenders hereby agree that the decision by the
            Agent and the Lenders to grant the forbearance as outlined herein is not and shall not
            be deemed to constitute an undertaking by the Agent and the Lenders to forbear or
            refrain from exercising any and all rights and remedies available to them under the
            Credit Agreement and the other Loan Documents and under applicable law upon the
            occurrence of any Forbearance Default. Additionally, notwithstanding the agreement of
            the Agent and the Lenders to enter into this Agreement, the Agent and the Lenders
            hereby advise the Credit Parties that, except to the extent of the Agent and the
            Lenders’ forbearance expressly referenced herein through the Forbearance Period
            specified in this Agreement, the Agent and Lenders require strict compliance with all
            of the terms and conditions of the Credit Agreement and the other Loan Documents;
            provided, however, that the Agent or the Lenders shall not be required to issue any
            notices otherwise required by the Credit Agreement with respect to the Specified Events
            of Default during the term of this Agreement.


            
            Each Credit Party further acknowledges and agrees that: (i) the
            Specified Events of Default have occurred or will occur and continue, and shall not be
            deemed to have been waived, cured or eliminated, in whole or in part, by this
            Agreement, and the Agent and the Lenders expressly reserve rights with respect to the
            Specified Events of Default, subject only to the terms in the Credit Agreement, the
            other Loan Documents and this Agreement; and (ii) the parties have not entered into a
            mutual disregard of the terms and provisions of the Credit Agreement and the other Loan
            Documents, or engaged in any course of dealing in variance with the terms and
            provisions of the Credit Agreement and the Loan Documents, within the meaning of any
            applicable law of the State of New York, or otherwise.


            
            Each Credit Party expressly acknowledges and agrees that the Credit
            Agreement and other Loan Documents are valid and enforceable by the Agent and the
            Lenders and expressly reaffirms its obligations under the Credit Agreement and other
            Loan Documents (including, the Guaranties). Each Credit Party agrees that it shall not
            dispute the validity or enforceability of the Credit Agreement and other Loan Documents
            (including the Guaranties) or any of its obligations thereunder, or the validity,
            priority, enforceability or extent of the Agent on behalf of the Lenders’
            security interest in or lien against any item of Collateral under the Credit Agreement
            and other Loan Documents.


            
            As further consideration to induce the Agent and the Lenders to execute,
            deliver and perform this Agreement, each Credit Party represents and warrants that
            there are no claims, causes of action, suits, debts, obligations, liabilities,
            defenses, counterclaims, demands of any kind, character or nature whatsoever, fixed or
            contingent, which such Credit Party may have, or claim to have, against the Lenders or
            the Agent in connection with the Credit Agreement and Loan Documents, and such Credit
            Party hereby releases, acquits and forever discharges the Agent and each Lender and its
            respective agents, employees, officers, directors, servants, representatives,
            attorneys, affiliates, successors and assigns (collectively, the “Released
            Parties”) from any and all liabilities, claims, suits, debts, causes of action
            and the like of any kind, character or nature whatsoever, known or unknown, fixed or
            contingent, in connection with the Credit Agreement and Loan Documents, that the Credit
            Party may have, or claim to have, against each of the such Released Parties from the
            beginning of time until and through the dates of execution and delivery of this
            Agreement.


             

            
            


            

            

            As of
            January 15, 2008


            Page 4
            of 7


             


            
            This Agreement, taken together with the Credit Agreement and all of the
            other Loan Documents, embodies the entire agreement and understanding among the parties
            hereto, and such Agreement may not be amended or modified and the Forbearance Period
            extended unless agreed to in writing executed by all parties signatory to this
            Agreement or as may otherwise be provided for under the terms of the Credit Agreement
            and the other Loan Documents. This Agreement shall constitute a Loan Document for all
            purposes under the Credit Agreement.


            
            This Agreement, and any amendments, waivers, consents or supplements
            hereto may be executed in multiple counterparts, each of which when so executed and
            delivered shall be deemed an original, but all such counterparts together shall
            constitute but one and the same instrument. Delivery of an executed counterpart of this
            Agreement by telefacsimile shall be equally as effective as delivery of an original
            executed counterpart of the Agreement.


            
            THIS AGREEMENT AND THE TRANSACTIONS EVIDENCED HEREBY SHALL BE GOVERNED
            BY AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


            
            Time is of the essence for performing all matters set forth in this
            Agreement.


            
            [Remainder of Page Intentionally Blank]


             

            
            


            

            

            As of
            January 15, 2008


            Page 5
            of 7


             


            


            
                	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                            AGENTS AND LENDERS:

                        	
                            
                             

                        	
                            
                            MONROE CAPITAL MANAGEMENT

                            ADVISORS LLC, as
                            Agent

                            and a Lender

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                            By:

                        	
                            
                                
                                /s/ Mark Bohntinsky    

                            

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                            Duly Authorized Signatory

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        


            


             


             

            
            


            

            

            As of
            January 15, 2008


            Page 6
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                            AS BORROWER:

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        
	
                            
                            BUTLER SERVICE GROUP, INC.

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        
	
                            
                            By:

                        	
                            
                                
                                /s/ Beth Butler

                            

                        	
                            
                             

                        
	
                            
                            Name:    Beth Butler

                        	
                            
                             

                        
	
                            
                            Title:      Assistant Controller

                        	
                            
                             

                        
	
                        	
                        	
                        


            


             


             

            
            


            

            

            As of
            January 15, 2008


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                            AS GUARANTORS:

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        
	
                            
                            BUTLER INTERNATIONAL, INC.

                        	
                            
                             

                        
	
                            
                            BUTLER SERVICES INTERNATIONAL, INC.

                        	
                            
                             

                        
	
                            
                            BUTLER TELECOM, INC.

                        	
                            
                             

                        
	
                            
                            BLUESTORM, INC.

                        	
                            
                             

                        
	
                            
                            BUTLER SERVICES, INC.

                        	
                            
                             

                        
	
                            
                            BUTLER UTILITY SERVICE, INC.

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        
	
                            
                            By:

                        	
                            
                                
                                /s/ Beth Butler

                            

                        	
                            
                             

                        
	
                            
                            Name:    Beth Butler

                        	
                            
                             

                        
	
                            
                            Title:      Assistant Controller