EXHIBIT 10.2







REGISTRATION
RIGHTS AGREEMENT


by
and among


BUTLER
INTERNATIONAL, INC.,


and






Dated
as of December 15, 2006










Table
of Contents


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	



	
ARTICLE I

	
     DEFINITIONS; CONSTRUCTION

	
 

	
1

	
 


	
 

	
 

	
 

	
 

	
 


	
1.1

	
Defined
  Terms

	
 

	
1

	
 


	
1.2

	
Rules of
  Construction

	
 

	
3

	
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE II

	
     REGISTRATION
  RIGHTS

	
 

	
4

	
 


	
 

	
 

	
 

	
 

	
 


	
2.1

	
Required
  Registration

	
 

	
4

	
 


	
2.2

	
Piggyback
  Registration

	
 

	
5

	
 


	
2.3

	
Expenses

	
 

	
6

	
 


	
2.4

	
Registration
  Procedures

	
 

	
6

	
 


	
2.5

	
Underwritten
  Offerings

	
 

	
10

	
 


	
2.6

	
Postponements

	
 

	
14

	
 


	
2.7

	
Indemnification

	
 

	
13

	
 


	
2.8

	
Registration
  Rights to Others

	
 

	
16

	
 


	
2.9

	
Adjustments
  Affecting Registrable Common Stock

	
 

	
16

	
 


	
2.10

	
Rule 144 and
  Rule 144A

	
 

	
16

	
 


	
2.11

	
Nominees for
  Beneficial Owners

	
 

	
16

	
 


	
2.12

	
Calculation
  of Number of Shares of Registrable Common Stock

	
 

	
16

	
 


	
2.13

	
Termination
  of Registration Rights

	
 

	
17

	
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE III

	
     MISCELLANEOUS

	
 

	
17

	
 


	
 

	
 

	
 

	
 

	
 


	
3.1

	
Injunctive
  Relief

	
 

	
17

	
 


	
3.2

	
Amendments;
  Entire Agreement

	
 

	
17

	
 


	
3.3

	
Severability

	
 

	
17

	
 


	
3.4

	
Successors
  and Assigns

	
 

	
17

	
 


	
3.5

	
Notices

	
 

	
17

	
 


	
3.6

	
Counterparts

	
 

	
18

	
 


	
3.7

	
Governing
  Law; Consent to Jurisdiction

	
 

	
18

	
 


	
3.8

	
Waiver of
  July Trial

	
 

	
18

	
 











REGISTRATION
RIGHTS AGREEMENT


          THIS
REGISTRATION RIGHTS AGREEMENT, is made as of December 15, 2006, by and among BUTLER INTERNATIONAL,
INC., a Maryland corporation (the “Company”), and _______________________________ or its designees (the
“Stockholder”).


Recital


          The
Company has agreed to enter into a registration rights agreement with the
Stockholder on the terms and conditions set forth herein.  


          Accordingly,
the parties hereby agree as follows:


ARTICLE I

DEFINITIONS; CONSTRUCTION


          1.1     Defined
Terms.  As used in this Agreement,
the following capitalized terms shall have the meanings ascribed to them below:


          “Affiliate”
means any Person who is an “affiliate” of such Person as defined in
Rule 12b-2 of the General Rules and Regulations under the Exchange Act.


          “Agreement”
means this Registration Rights Agreement, as the same may be amended,
supplemented or otherwise modified from time to time.


          “Board”
means the Board of Directors of the Company.


          “Business
Day” means any day except a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to be
closed.


          “Closing
Price” means, with respect to the Registrable Common Stock, as of the date
of determination:  (a) if the
Registrable Common Stock is listed on a national securities exchange, the
closing price per share of the Registrable Common Stock on such date published
in The Wall Street Journal (National Edition) or, if no such closing
price on such date is published in The Wall Street Journal (National
Edition), the average of the closing bid and asked prices on such date, as
officially reported on the principal national securities exchange on which the
Registrable Common Stock is then listed or admitted to trading; (b) if the
Registrable Common Stock is not then listed or admitted to trading on any
national securities exchange but is designated as a national market system
security by the NASD, the last trading price per share of the Registrable
Common Stock on such date; (c) if there shall have been no trading on such
date or if the Registrable Common Stock is not designated as a national market
system security by the NASD, the average of the reported closing bid and asked
prices of the Registrable Common Stock on such date as shown by The NASDAQ
Stock Market LLC (or its successor) and reported by any member firm of The New
York Stock Exchange, Inc. selected by the Company; or (d) if none of (a),
(b) or (c) is applicable, a market price per share determined in good faith by
the Board.  If trading is conducted on a
continuous basis on any exchange, then the closing price shall be determined at
4:00 p.m., New York City time.







          “Commission”
means the U.S. Securities and Exchange Commission or any similar agency then
having jurisdiction to enforce the Securities Act.


          “Common
Stock” means the shares of common stock, $0.001 par value per share, of the
Company, as adjusted to reflect any merger, consolidation, recapitalization,
reclassification, split-up, stock dividend, rights offering or reverse stock split made,
declared or effected with respect to the Common Stock.


          “Company”
has the meaning set forth in the preamble to this Agreement.


          “Company
Indemnitee” has the meaning set forth in Section 2.8(a) hereof.


          “Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder, or any similar or successor statute.


          “Expenses”
means all expenses incurred by the Company incident to the Company’s
performance of or compliance with its obligations under this Agreement,
including (a) all registration, filing, listing, stock exchange and NASD
fees, (b) all fees and expenses of complying with state securities or blue
sky laws (including the reasonable fees, disbursements and other charges of
counsel for the underwriters in connection with blue sky filings), (c) all
of the Company’s word processing, duplicating and printing expenses, messenger,
telephone and delivery expenses, (d) all fees, disbursements and other
charges of counsel for the Company and of its independent registered public
accounting firm, including the expenses incurred in connection with “cold
comfort” letters required by or incident to such performance and compliance,
(e) all fees and expenses incurred by the Company in connection with the
listing of the securities to be registered on each securities exchange or
national market system on which similar securities issued by the Company are
then listed, (f) any fees and disbursements of underwriters customarily
paid by issuers or sellers of securities, (g) all reasonable fees,
disbursements and other charges, if any, of one firm of counsel (per
registration statement prepared) to the holders of Registrable Common Stock
having stock registered pursuant to Section 2.1(a) hereof (selected by the
Stockholder holding the largest number of the shares of Registrable Common
Stock covered by such registration), (h) all fees and expenses of any special experts retained by the
Company in connection with such registration, and (i) all fees and
expenses of other Persons retained by the Company, but excluding
underwriting discounts and commissions and applicable transfer taxes, if any,
which discounts, commissions and transfer taxes shall be borne by the seller or
sellers of Registrable Common Stock in all cases.


          “Governmental
Authority” means (a) the government of any nation, state, city,
locality or any political subdivision thereof, (b) any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government, and (c) any corporation or other entity owned or
controlled, through stock or capital ownership or otherwise, by any of the
foregoing.


          “Loss”
and “Losses” have the meanings set forth in Section 2.8(a) hereof.


          “Market
Price” means, on any date of determination, the average of the daily
Closing Price of the Registrable Common Stock during the immediately preceding
thirty days on which the national securities exchanges are open for trading.


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          “NASD”
means the National Association of Securities Dealers, Inc.


          “Offering
Documents” has the meaning set forth in Section 2.8(a) hereof.


          “Person”
means any individual, corporation, partnership, limited liability company,
firm, joint venture, association, joint stock company, trust, unincorporated
organization or other entity.


          “Public
Offering” means a public offering and sale of Common Stock pursuant to an
effective registration statement filed under the Securities Act.


          “Registrable
Common Stock” means (i) any shares of Common Stock owned by the Stockholder
as of the date hereof, (ii) any shares of Common Stock issued or issuable upon
the exercise of any warrants owned or acquired by the Stockholder as of the
date hereof, and (iii) any shares of Common Stock acquired by the Stockholder
or any of its Affiliates after the date hereof if the Stockholder or Affiliate
is an Affiliate of the Company on the date of such acquisition (including any
such shares of Common Stock which have been transferred by the Stockholder or
its Affiliates in accordance with Section 3.4 hereof); provided
that a share of Common Stock will cease to be Registrable Common Stock upon the
earliest to occur of the time that (a) such share has been sold under a
registration statement effected pursuant hereto or pursuant to Rule 144
promulgated under the Securities Act; (b) such share, along with all of
the other shares held by the Stockholder, may immediately be sold under
Rule 144 in a given 90 day period and the Stockholder owns less than 1% of
the outstanding Common Stock; (c) such share is eligible for sale either
under Rule 144(k) or without regard to the volume limitations contained in
Rule 144(e); or (d) such share is proposed to be sold or distributed
by a Person not entitled to registration rights granted by this Agreement.


          “SEC”
means the U.S. Securities and Exchange Commission.


          “Securities
Act” means the U.S. Securities Act of 1933, as amended, and the rules and
regulations thereunder, or any similar or successor statute.


          “Stockholder
Information” has the meaning set forth in Section 2.4(b) hereof.


          “Stockholder
Indemnitee” has the meaning set forth in Section 2.8(b) hereof.


          “Subsidiary”
means with respect to any Person, any corporation, partnership, limited
liability company, association or other business entity of which fifty percent
(50%) or more of the total voting power of equity interests entitled (without
regard to the occurrence of any contingency) to vote generally in the election
of directors, managers or trustees thereof, or fifty percent (50%) or more of
the equity interest therein, is at the time owned or controlled, directly or
indirectly, by any Person or one or more of the other Subsidiaries of such
Person or a combination thereof.


          1.2     Rules
of Construction.  The definitions in
Section 1.1 shall apply equally to both the singular and plural forms of
the terms defined.  Whenever the context
may require, any pronoun shall include the corresponding masculine, feminine
and neuter forms.  The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “but
not limited to.”  “Or” is disjunctive
but not necessarily exclusive.  All
references herein to Articles 


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and Sections
shall be deemed references to Articles and Sections of this Agreement unless
the context shall otherwise require.
Words such as “herein,” “hereof,” “hereto,” “hereby” and “hereunder”
refer to this Agreement, taken as a whole.
Except as otherwise expressly provided herein:  (a) any reference in this Agreement to any agreement shall
mean such agreement as amended, restated, supplemented or otherwise modified
from time to time; (b) any reference in this Agreement to any law shall
include corresponding provisions of any successor law and any regulations and rules
promulgated pursuant to such law or such successor law; and (c) all terms
of an accounting or financial nature shall be construed in accordance with
United States generally accepted accounting principles, as in effect from time
to time.  The headings in this Agreement
are included for convenience of reference only and shall not limit or otherwise
affect the meaning or interpretation of this Agreement.


ARTICLE II

REGISTRATION RIGHTS


          2.1     Required
Registration.


                    (a)     Registration
for Resale.  The Company will use
its reasonable best efforts to effect, at the earliest practicable date but in
any event subject to Section 2.6, registration for resale under the Securities
Act of all of the Stockholder’s Registrable Common Stock so as to permit the
disposition of the Registrable Common Stock so to be registered.


                    (b)     Registration
of Other Securities.  Whenever the
Company shall effect a registration pursuant to Section 2.1(a) hereof, no
securities other than (i) Registrable Common Stock, (ii) subject to
Section 2.1(f), Common Stock that the Company is required to register
under registration rights agreements between the Company and third parties, and
(iii) subject to Section 2.1(f),Common Stock to be sold by the
Company for its own account shall be included among the securities covered by
such registration unless the Stockholder shall have consented in writing to the
inclusion of such other securities.


                    (c)     Registration
Statement Form.  Registrations under
Section 2.1(a) hereof shall be on Form S-1 or, if permitted by law,
Form SB-2, Form S-3 (or, in either case, any successor forms thereto) and
as shall permit the disposition of the Registrable Common Stock pursuant to an
underwritten offering unless the Stockholder determines otherwise, in which
case pursuant to the method of disposition determined by the Stockholder, provided
that if the Stockholder requests an underwritten Public Offering, the Company
shall not be required to effect such registration unless such underwriting
shall be conducted on a “firm commitment” basis.  The Company agrees to include in any such registration statement
filed pursuant to Section 2.1(a) all information which the Stockholder,
upon advice of counsel, shall reasonably request.


                    (d)     Effective
Registration Statement.  A
registration pursuant to Section 2.1(a) shall not be deemed to have been
effected:


                              (i)     unless
a registration statement with respect thereto has been declared effective by
the Commission and remains effective in compliance with the provisions of the
Securities Act and the laws of any state or other jurisdiction applicable to
the disposition of


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the shares of
Registrable Common Stock covered by such registration statement until such time
as all of such shares of Registrable Common Stock shall have been disposed of
in accordance with such registration statement or there shall cease to be any
shares of Registrable Common Stock;


                              (ii)    if,
after it has become effective, such registration is interfered with by any stop
order, injunction or other order or requirement of the Commission or other
Governmental Authority or court for any reason other than a violation of
applicable law solely by the Stockholder, and such registration has not
thereafter again become effective; 


                              (iii)   if
the public trading of the Common Stock is suspended by any stop order,
injunction or other order or requirement of the Commission or other Government
Authority or court for any reason other than a violation of applicable law by
the Stockholder, and such public trading does not thereafter resume; or


                              (iv)   if,
in the case of an underwritten offering, the conditions to closing specified in
an underwriting agreement to which the Company is a party are not satisfied or
waived other than by reason of any breach or failure by the Stockholder.


                    (e)     Selection
of Underwriters.  The underwriter or
underwriters of each underwritten offering, if any, of shares of Registrable
Common Stock to be registered pursuant to Section 2.1(a) or
Section 2.2 hereof shall be an investment bank mutually selected by the
Company and the Stockholder.


                    (f)     Priority
in Registration.  If a registration
under this Section 2.1 involves an underwritten Public Offering and the
managing underwriter of such underwritten offering shall advise the Company in
writing (with a copy to the Stockholder) that, in such underwriter’s opinion,
the number of shares of Registrable Common Stock requested to be included in
such registration exceeds the number of such securities that can be sold in
such offering within a price range that is acceptable to the Stockholder, as
stated by the Stockholder to such managing underwriter, then the Company shall
include in such registration, to the extent of the number and type of
securities which the Company is advised can be sold in such offering, the
following:  (i) first, all shares
of Registrable Common Stock requested to be registered and sold for the account
of the Stockholder; (ii) second, all shares of Common Stock requested to
be registered and sold for the account of third parties under other registration
rights agreements to which the Company is a party, and (iii) third, any
securities to be registered and sold for the account of the Company.


          2.2     Piggyback
Registration.  If the Company
proposes to register any of its securities under the Securities Act by
registration on any forms other than Form S-4 or Form S-8 (or any
successor or similar form(s)), whether or not pursuant to registration rights
granted to other holders of its securities and whether or not for sale for its
own account, it shall give prompt written notice to the Stockholder of its
intention to do so and of the Stockholder’ rights under this Section 2.2,
which notice, in any event, shall be given at least 30 days prior to such
proposed registration.  Upon the written
request of the Stockholder made within 20 days after the Stockholder’s receipt
of any such notice from the Company (within 10 days if the Company states in
such written notice or gives telephonic notice to the Stockholder, followed
promptly by 


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written
confirmation, stating that (i) such registration will be on Form S-3
and (ii) such shorter period of time is required because of a planned
filing date), which request shall specify the Registrable Common Stock intended
to be disposed of by the Stockholder, the Company shall, subject to
Section 2.5(b) hereof, effect the registration under the Securities Act of
all Registrable Common Stock which the Company has been so requested to
register by the Stockholder; provided that,


                    (a)     prior
to the effective date of the registration statement filed in connection with
such registration and promptly following receipt of notification by the Company
from the managing underwriter (if an underwritten offering) of the price at
which such securities are to be sold, the Company shall advise the Stockholder
of such price, and the Stockholder shall then have the right, exercisable in
its sole discretion by delivery of written notice to the Company within five
Business Days of such the Stockholder being advised of such price, irrevocably
to withdraw its request to have its Registrable Common Stock included in such
registration statement, without prejudice to the rights of any holder or
holders of Registrable Common Stock to include Registrable Common Stock in any
future registration (or registrations) pursuant to this Section 2.2 or to
cause such registration to be effected as a registration under
Section 2.1(a);


                    (b)     if
at any time after giving written notice of its intention to register any
securities and prior to the effective date of the registration statement filed
in connection with such registration, the Company shall determine for any
reason not to register or to delay registration of such securities, the Company
may, at its election, give written notice of such determination to the
Stockholder and (i) in the case of a determination not to register, shall
be relieved of its obligation to register any Registrable Common Stock in
connection with such registration (but not from any obligation of the Company
to pay the Expenses in connection therewith), without prejudice, however, to
the rights of the Stockholder to include Registrable Common Stock in any future
registration (or registrations) pursuant to this Section 2.2 or to cause
such registration to be effected as a registration under Section 2.1(a)
hereof, as the case may be, and (ii) in the case of a determination to
delay registering, shall be permitted to delay registering any Registrable
Common Stock, for the same period as the delay in registering such other
securities; and


                    (c)     if
such registration was initiated by the Company for its own account and involves
an underwritten offering, the Stockholder shall sell its Registrable Common
Stock on the same terms and conditions as those that apply to the Company, and
the underwriters of each such underwritten Public Offering shall be a
nationally-recognized underwriter (or underwriters) selected by the Company.


No
registration effected under this Section 2.2 shall relieve the Company of
its obligation to effect any required registration under Section 2.1(a)
hereof, and no registration effected pursuant to this Section 2.2 shall be
deemed to have been effected pursuant to Section 2.1(a) hereof.


          2.3     Expenses.  The Company
shall pay all Expenses in
connection with any registration initiated pursuant to Section 2.1(a) or
2.2 hereof, whether or not such registration shall become effective and whether
or not all or any portion of the Registrable Common Stock originally requested
to be included in such registration is ultimately included in such
registration.


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          2.4     Registration
Procedures.


                    (a)     Obligations
of the Company.  Whenever the
Company is required to effect any registration under the Securities Act as
provided in Sections 2.1(a), 2.1(g) and 2.2 hereof, the Company shall, as
expeditiously as possible:


                              (i)       prepare
and file with the Commission (which filing shall, in the case of any
registration pursuant to Section 2.1(a), be made on or before the date
that is 90 days after the date of this Agreement) the requisite registration
statement to effect such registration and thereafter use its reasonable best
efforts to cause such registration statement to become and remain effective; provided, that the Company may discontinue any
registration of its securities other
than shares of Registrable Common Stock (and, under the circumstances specified
in Sections 2.2 and 2.7(b) hereof, its securities that are shares of
Registrable Common Stock) at any time prior to the effective date of the
registration statement relating thereto;


                              (ii)      prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may
be necessary to keep such registration statement effective and to comply with
the provisions of the Securities Act and the Exchange Act with respect to the
disposition of all Registrable Common Stock covered by such registration
statement (including filing amendments to such registration statement and
prospectus to list in such registration statement and prospectus, as “selling
stockholder”, any permitted transferee of the Stockholder) until the earlier of
(A) two years after such registration statement becomes effective or
(B) such time as all of such Registrable Common Stock has been disposed of
in accordance with the method of disposition set forth in such registration
statement;


                              (iii)     furnish
to each seller of Registrable Common Stock covered by such registration
statement and each underwriter, if any, the number of copies reasonably
requested by such seller or underwriter of (A) such drafts and final
conformed versions of such registration statement and of each such amendment
and supplement thereto (in each case including all exhibits and any documents
incorporated by reference), (B) such drafts and final versions of the prospectus
contained in such registration statement (including each preliminary prospectus
and any summary prospectus) and any other prospectus filed under Rule 424
under the Securities Act, in conformity with the requirements of the Securities
Act, and (C) such other documents as the Stockholder or underwriter may
reasonably request in writing;


                              (iv)     use
its reasonable best efforts (A) to register or qualify all Registrable
Common Stock and other securities, if any, covered by such registration
statement under such securities laws (or “blue sky” laws) of such states or
other jurisdictions within the United States of America as the sellers of
Registrable Common Stock covered by such registration statement shall
reasonably request in writing, (B) to keep such registrations or
qualifications in effect for so long as such registration statement remains in
effect and (C) to take any other action that may be necessary or
reasonably advisable to enable such sellers to consummate the disposition in
such jurisdictions of the securities to be sold by such sellers, except
that the Company shall not for any such purpose be required to qualify
generally to do business as a foreign corporation in any jurisdiction wherein
it would not but for the 


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requirements
of this subsection be obligated to be so qualified, to subject itself to
taxation in any such jurisdiction or to consent to general service of process
in any such jurisdiction;


                              (v)      use
its reasonable best efforts to cause all Registrable Common Stock and other
securities, if any, covered by such registration statement to be registered
with or approved by such other Governmental Authority as may be necessary in
the opinion of counsel to the Company and counsel to the seller or sellers of
Registrable Common Stock to enable the seller or sellers thereof to consummate
the disposition of such Registrable Common Stock;


                              (vi)     use
its reasonable best efforts to obtain and, if obtained, furnish to each seller
of Registrable Common Stock, and each such seller’s underwriters, if any,
(A) a signed opinion of counsel for the Company, dated the effective date
of such registration statement (and, if such registration involves an underwritten
offering, dated the date of the closing under the underwriting agreement and
addressed to the underwriters), reasonably satisfactory (based on the customary
form and substance of opinions of issuers’ counsel customarily given in such
offerings) in form and substance to such seller, and (B) a “cold comfort”
letter, dated the effective date of such registration statement (and, if such
registration involves an underwritten offering, dated the date of the closing
under the underwriting agreement and addressed to the underwriters) and signed
by the independent registered public accounting firm that has certified the
Company’s financial statements included or incorporated by reference in such
registration statement, reasonably satisfactory (based on the customary form
and substance of “cold comfort” letters of issuers’ independent registered
public accounting firms customarily given in such offerings) in form and
substance to such seller, in each case, covering substantially the same matters
with respect to such registration statement (and the prospectus included
therein) and, in the case of the independent registered public accounting
firm’s comfort letter, with respect to events subsequent to the date of such
financial statements, as are customarily covered in opinions of issuers’
counsel and in independent registered public accounting firms’ comfort letters
delivered to underwriters in underwritten Public Offerings of securities;


                              (vii)    (A) notify
each seller of Registrable Common Stock and of any other securities covered by
such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, upon discovery that, or upon
the happening of any event as a result of which, the prospectus included in
such registration statement, as then in effect, includes an untrue statement of
a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading in the light
of the circumstances under which they were made, and (B) at the written
request of any such seller of Registrable Common Stock or other securities,
promptly prepare and furnish to such seller a reasonable number of copies of a
supplement to or an amendment of such prospectus so that, as thereafter
delivered to the purchasers of such securities, such prospectus, as
supplemented or amended, shall not include an untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made;


                            (viii)    use
its reasonable best efforts to obtain the withdrawal at the earliest possible
moment of any order suspending the effectiveness of a registration statement
relating to the Registrable Common Stock;


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                              (ix)     make
available to its security holders, as soon as reasonably practicable, an
earnings statement covering a period of at least twelve months, but not more
than eighteen months, beginning with the first full calendar month after the
effective date of such registration statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and
Rule 158 promulgated thereunder, and furnish to each seller of Registrable
Common Stock and to the managing underwriter, if any, at least ten days prior
to the filing thereof a copy of any amendment or supplement to any registration
statement or prospectus containing such earnings statement;


                              (x)      otherwise
comply with all applicable rules and regulations of the Commission and any
other Governmental Authority having jurisdiction over the offering;


                              (xi)     if
the Common Stock is then listed on a national securities exchange, use its
reasonable best efforts to cause all Registrable Common Stock covered by a
registration statement to be listed on such exchange;


                              (xii)    provide
a transfer agent and registrar for the Registrable Common Stock covered by a
registration statement no later than the effective date thereof;


                              (xiii)   enter
into such agreements (including an underwriting agreement in customary form)
and take such other actions as the Stockholder shall reasonably request in
order to expedite or facilitate the disposition of such Registrable Common
Stock, including customary indemnification;


                              (xiv)    if
requested by the managing underwriter(s) or the Stockholder, promptly
(A) incorporate in a prospectus supplement or post-effective amendment
such information as the managing underwriter(s) and the Stockholder agree
should be included therein relating to the plan of distribution with respect to
such Registrable Common Stock (including information with respect to the number
of shares of Registrable Common Stock being sold to such underwriters and the
purchase price being paid therefor by such underwriters) and relating to any
other terms of the underwritten offering of the Registrable Common Stock to be
sold in such offering; and (B) make all required filings of such
prospectus supplement or post-effective amendment as soon as notified of the
matters to be incorporated in such prospectus supplement or post-effective
amendment; and


                              (xv)    cooperate
with the Stockholder and the managing underwriter(s), if any, (A) to
facilitate the timely preparation and delivery of certificates representing
Registrable Common Stock to be sold which do not bear any restrictive legends
and (b) to enable such Registrable Common Stock to be in such share
amounts and registered in such names as the managing underwriter(s) or, if none,
the Stockholder may request at least three Business Days prior to any sale of
Registrable Common Stock.


                    (b)     Delivery
of Stockholder Information.  As a
condition to the obligations of the Company to complete any registration
pursuant to this Agreement with respect to the Registrable Common Stock, the
Stockholder must furnish to the Company in writing such information (the “Stockholder
Information”) regarding itself and any of its Affiliates or transferees who
may be participating in such offering, the Registrable Common Stock held by


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them and the
intended methods of disposition of the Registrable Common Stock held by them as
are necessary to effect the registration of the Registrable Common Stock and as
may be requested in writing by the Company.
At least 30 days prior to the first anticipated filing date of a
registration statement for any registration under this Agreement, the Company
shall notify in writing the Stockholder of the Stockholder Information which
the Company is requesting from the Stockholder, whether or not the Stockholder
has elected to have any of the Registrable Common Stock included in the
registration statement.  If within ten
days prior to the anticipated filing date the Company has not received the
requested Stockholder Information from the Stockholder, then the Company may
file the registration statement without including Registrable Common Stock.


                    (c)     Prospectus
Distribution.  The Stockholder
agrees that, as of the date that a final prospectus is made available to it for
distribution to prospective purchasers of Registrable Common Stock, the
Stockholder shall cease to distribute copies of any preliminary prospectus
prepared in connection with the offer and sale of such Registrable Common
Stock.  The Stockholder further agrees
that, upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 2.4(a)(vii), the Stockholder shall
forthwith discontinue the Stockholder’s disposition of Registrable Common Stock
pursuant to the registration statement relating to such Registrable Common
Stock until the Stockholder’s receipt of the copies of the supplemented or
amended prospectus contemplated by Section 2.4(a)(vii) and, if so directed
by the Company, shall deliver to the Company (at the Company’s expense) all
copies, other than permanent file copies, then in the Stockholder’s possession
of the prospectus relating to such Registrable Common Stock current at the time
of receipt of such notice.  If any event
of the kind described in Section 2.4(a)(vii) occurs and such event is the
fault solely of the Stockholder due to the inaccuracy of the Stockholder
Information provided by the Stockholder for inclusion in the registration
statement, the Stockholder shall pay all Expenses attributable to the
preparation, filing and delivery of any supplemented or amended prospectus
contemplated by Section 2.4(a)(vii).


          2.5     Underwritten
Offerings.


                    (a)     Requested
Underwritten Offerings.  If
requested by the underwriters in connection with a registration under
Section 2.1(a) that is a firm commitment underwritten offering, the
Company and the Stockholder shall enter into a firm commitment underwriting
agreement with such underwriters for such offering, such agreement (i) to
be reasonably satisfactory in substance and form to the Company and the
Stockholder and (ii) to contain such representations and warranties by the
Company and the Stockholder and such other terms as are customary in agreements
of that type, including indemnification and contribution to the effect and to
the extent provided in Section 2.8.


                    (b)     Piggyback
Underwritten Offerings; Priority.


                              (i)     If
the Company proposes to register any of its securities under the Securities Act
for its own account as contemplated by Section 2.2 and such securities are
to be distributed by or through one or more underwriters, and if the managing
underwriter of such underwritten offering shall advise the Company in writing
(with a copy to the Stockholder) that if all shares of Registrable Common Stock
requested to be included in such registration were so 


- 10 -







included, in
such underwriter’s opinion, the number and type of securities proposed to be
included in such registration would exceed the number and type of securities
which could be sold in such offering within a price range acceptable to the
Company (such writing to state the basis for the underwriter’s opinion and the
approximate number and type of securities which may be included in such
offering without such effect), then the Company shall include in such
registration pursuant to Section 2.2, to the extent of the number and type
of securities which the Company is so advised can be sold in such offering,
(A) first, securities that the Company proposes to issue and sell for its
own account, (B) second, shares of Registrable Common Stock requested to
be registered by the Stockholder pursuant to Section 2.2 hereof and (C) third,
other securities, if any.


                              (ii)    In
the case of any other registration contemplated by Section 2.2 involving
an underwritten Public Offering, if the managing underwriter of such
underwritten offering shall advise the Company in writing (with a copy to the
Stockholder) that if all shares of Registrable Common Stock requested to be
included in such registration were so included, in such underwriter’s opinion,
the number and type of securities proposed to be included in such registration
would exceed the number of such securities that can be sold in such offering
within a price range that is acceptable to the Stockholder, as stated by the
Stockholder to such managing underwriter (such writing to state the basis of
the underwriter’s opinion and the approximate number and type of securities
which may be included in such offering without such effect), then the Company
shall include in such registration pursuant to Section 2.2, to the extent
of the number and type of securities which the Company is so advised can be
sold in such offering, (A) first, the shares of Registrable Common Stock
requested to be registered by the Stockholder pursuant to Section 2.2
hereof, (B) second, securities that the Company proposed to issue and sell
for its own account and (C) third, other securities.


                              (iii)   The
Stockholder may withdraw its request to have all or any portion of its
Registrable Common Stock included in any such offering by notice to the Company
within 10 days after receipt of a copy of a notice from the managing
underwriter pursuant to this Section 2.5(b)


                    (c)     Stockholder
to be Party to Underwriting Agreement.
The Stockholder, if shares of Registrable Common Stock are to be
distributed by underwriters in an underwritten offering contemplated by
Section 2.5(b), shall be a party to the underwriting agreement between the
Company and such underwriters, and the Stockholder, at its option, may
reasonably require that any or all of the representations and warranties by,
and the other agreements on the part of, the Company to and for the benefit of
such underwriters shall also be made to and for the benefit of the Stockholder
and that any or all of the conditions precedent to the obligations of such underwriters
under such underwriting agreement be conditions precedent to the obligations of
the Stockholder.  Neither the
Stockholder nor any of its Affiliates or transferees shall be required to make
any representations or warranties to or agreements with the Company or the
underwriters other than customary representations, warranties or agreements of
selling stockholders.


                    (d)     Holdback
Agreements.


                              (i)     The
Stockholder agrees, unless otherwise agreed to by the managing underwriter for
any underwritten offering pursuant to this Agreement, not to effect any 


- 11 -







sale or
distribution of any equity securities of the Company or securities convertible
into or exchangeable or exercisable for equity securities of the Company,
including any sale under Rule 144 under the Securities Act, during the
10 days prior to the date on which an underwritten registration of
Registrable Common Stock pursuant to Section 2.1 or 2.2 has become
effective and until 90 days after the effective date of such underwritten
registration, except as part of such underwritten registration or to the extent
that the Stockholder is prohibited by applicable law from agreeing to withhold
securities from sale or is acting in its capacity as a fiduciary or an
investment adviser.  Without limiting
the scope of the term “fiduciary,” a holder shall be deemed to be acting as a
fiduciary or an investment adviser if its actions or the securities proposed to
be sold are subject to the Employee Retirement Income Security Act of 1974, as
amended, the Investment Company Act of 1940, as amended, or the Investment
Advisers Act of 1940, as amended, or if such securities are held in a separate
account under applicable insurance law or regulation.


                              (ii)     The
Company agrees (A) not to effect any Public Offering or distribution of
any equity securities of the Company, or securities convertible into or
exchangeable or exercisable for equity securities of the Company, during the
10 days prior to the date on which any underwritten registration pursuant
to Section 2.1(a) or 2.2  has
become effective and until 90 days after the effective date of such
underwritten registration, except as part of such underwritten registration,
and (B) to cause each holder of any equity securities, or securities
convertible into or exchangeable or exercisable for equity securities, in each
case, acquired from the Company at any time on or after the date of this
Agreement (other than in a Public Offering), to agree not to effect any Public
Offering or distribution of such securities, during such period.


          2.6     Postponements.


                    (a)     Failure
to File.   The Company shall use its
best efforts to have each Registration Statement declared effective as soon as
practicable after it is filed with the SEC.
If (A) the Company fails to file with the SEC a Registration Statement
on or before the date by which the Company is required to file the Registration
Statement pursuant to Section 2.4(a)(i) above, (B) the Registration Statement
covering Registrable Securities is not declared effective by the SEC within one
hundred fifty (150) days following the date hereof, (C) after a Registration
Statement has been declared effective by the SEC, sales cannot be made pursuant
to such Registration Statement for any reason (including without limitation by
reason of a stop order, or the Company’s failure to update the Registration
Statement) but except as excused pursuant to subparagraph (b) below, then the
Company will make payments to the Stockholder as liquidated damages for the
full amount of damages to the Stockholder by reason thereof, and not as a
penalty, at the rate of 1% per month of the Liquidation Value of the Series A
Preferred Stock (as defined in the Articles Supplementary Establishing and
Fixing the Rights and Preferences of A Series of Shares of Preferred Stock)
held at such time by the Stockholder, for the period following the date during
which any of the events described in clause (A), (B), or (C) above occurs and
is continuing (the “Blackout Period”).
Each such payment shall be due and payable within five (5) days after
the end of each calendar month of the Blackout Period until the termination of the
Blackout Period and within five (5) days after such termination.  Such payments shall constitute the
Stockholder’s exclusive remedy for such events.  The Blackout Period shall terminate upon (x) the filing of the applicable
Registration Statement in the case of 


- 12 -







clause (A)
above, and (y) the effectiveness of the applicable Registration Statement in
the cause of clauses (B) and (C) above.
The amounts payable as liquidated damages pursuant to this paragraph
shall be payable, at the option of the Stockholder, in lawful money of the United
States or in shares of Series A Preferred Stock calculated as set forth in the
Articles Supplementary Establishing and Fixing the Rights and Preferences of a
Series of Shares of Preferred Stock.


                    (b)     Adverse
Effect.  The Company shall not be
obligated to file any registration statement, or file any amendment or
supplement to any registration statement, and may suspend the Stockholder’s
rights to make sales pursuant to any effective registration statement, at any
time (but not to exceed one time in any 12-month period) when the Company, in
the good faith judgment of the Board, reasonably believes that the filing
thereof at the time requested, or the offering of securities pursuant thereto,
would have a material adverse affect on the Company’s present or proposed
operations, or would materially adversely affect a pending or proposed Public
Offering of the Company’s securities, a material financing, or a material
acquisition, merger, recapitalization, consolidation, reorganization or similar
transaction, or negotiations, discussions or pending proposals with respect
thereto.  The filing of a registration
statement, or any amendment or supplement thereto, by the Company cannot be
deferred, and the Stockholder’s rights to make sales pursuant to an effective
registration statement cannot be suspended, pursuant to the provisions of the
preceding sentence for more than 10 days after the abandonment or
consummation of any of the foregoing proposals or transactions or for more than
120 days after the date of the Board’s determination referenced in the
preceding sentence.  If the Company
suspends the Stockholder’s rights to make sales pursuant hereto, the applicable
registration period shall be extended by the number of days of such suspension.


          2.7     Indemnification.


                    (a)     By
the Company.  In connection with any
registration statement filed by the Company pursuant to Section 2.1 or 2.2
hereof, to the fullest extent permitted by law, the Company shall and hereby
agrees to indemnify and hold harmless (i) the Stockholder and any other
sellers of Registrable Common Stock covered by such registration statement,
(ii) each other Person who participates as an underwriter in the offering
or sale of such securities, (iii) each other Person, if any, who controls
(within the meaning of the Exchange Act) the Stockholder or any seller or any
such underwriter, and (iv) their respective shareholders, members,
directors, officers, managers, employees, partners, agents and Affiliates (each,
a “Company Indemnitee”), against any losses, claims, damages,
liabilities (including actions or proceedings, whether commenced or threatened,
in respect thereof, whether or not such indemnified party is a party thereto),
joint or several, and expenses, including the reasonable fees, disbursements
and other charges of legal counsel and reasonable costs of investigation, in
each case to which such Company Indemnitee may become subject under the
Securities Act or otherwise (collectively, a “Loss” or “Losses”),
insofar as such Losses arise out of or are based upon (A) any untrue
statement or alleged untrue statement of any material fact contained in any
registration statement under which such securities were registered or otherwise
offered or sold under the Securities Act or otherwise, any preliminary
prospectus, final prospectus or summary prospectus related thereto, or any
amendment or supplement thereto (or any document incorporated by reference
therein) (collectively, “Offering Documents”), or (B) any omission
or alleged omission to state in such Offering Documents a material fact
required to be stated therein or necessary to make the


- 13 -







statements
therein in the light of the circumstances in which they were made not
misleading, or (C) any violation by the Company of any federal or state
law, rule or regulation applicable to the Company and relating to action
required of or inaction by the Company in connection with any such
registration; provided that, the Company shall not be liable in any such
case to the extent that any such Loss arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
such Offering Documents in reliance upon and in conformity with information
furnished to the Company in a writing duly executed by such Company Indemnitee
specifically stating that it is expressly for use therein; and provided,
further, that the Company shall not be liable to any Person who
participates as an underwriter in the offering or sale of shares of Registrable
Common Stock or who controls (within the meaning of the Exchange Act) such
underwriter, in any such case to the extent that any such Loss arises out of
such Person’s failure to send or give a copy of the final prospectus (including
any documents incorporated by reference therein), as the same may be then
supplemented or amended, to the Person asserting an untrue statement or alleged
untrue statement or omission or alleged omission at or prior to the written
confirmation of the sale of Registrable Common Stock to such Person if such
statement or omission was corrected in such final prospectus.  The foregoing indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of any
Company Indemnitee and shall survive the transfer of such securities by such
Company Indemnitee.


                    (b)     By
the Stockholder.  In connection with
any registration statement filed by the Company pursuant to Section 2.1 or
2.2 in which shares of Registrable Common Stock are registered for sale, the
Stockholder shall, and hereby agrees to, indemnify and hold harmless to the
fullest extent permitted by law the Company and each of its directors,
officers, employees, agents, Affiliates and each other Person, if any, who controls
(within the meaning of the Exchange Act) the Company (each, a “Stockholder
Indemnitee”), against all Losses insofar as such Losses arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in any Offering Document or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein in the light of circumstances in which they were made not
misleading, if such untrue statement or alleged untrue statement or omission or
alleged omission was made by the Company in reliance upon and in conformity
with information furnished to the Company in a writing duly executed by the
Stockholder specifically stating that it is expressly for use therein; provided,
that the liability of such indemnifying party under this Section 2.7(b)
shall be limited to the amount of the net proceeds (after giving effect to
underwriting discounts and commissions) received by the Stockholder in the sale
of Registrable Common Stock giving rise to such liability.  The foregoing indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of the
Stockholder Indemnitee and shall survive the transfer of such securities by
such indemnifying party.


                    (c)     Notice
of Loss, Etc.  Promptly after
receipt by an indemnified party of written notice of the commencement of any
action or proceeding involving a Loss referred to in Section 2.7(a) or
(b), such indemnified party shall, if a claim in respect thereof is to be made
against an indemnifying party, give written notice to the indemnifying party of
the commencement of such action; provided, that the failure of
any indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under Section 2.7(a) or (b) except
to the extent that the indemnifying party is materially and actually prejudiced
by 


- 14 -







such failure
to give notice.  In case any such action
is brought against an indemnified party, (i) the indemnifying party shall
be entitled to participate in and, unless in the indemnified party’s reasonable
judgment a conflict of interest between the indemnified and indemnifying
parties exists in respect of such Loss, to assume and control the defense
thereof, in each case at its own expense, jointly with any other indemnifying
party similarly notified, to the extent that it may wish, with counsel
reasonably satisfactory to the indemnified party, and (ii) after its assumption
of the defense thereof, the indemnifying party shall not be liable to the
indemnified party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof other than reasonable costs of
investigation, unless in the indemnified party’s reasonable judgment a conflict
of interest between such indemnified and indemnifying parties arises in respect
of such claim after the assumption of the defense thereof.  No indemnifying party shall be liable for
any settlement of any such action or proceeding effected without the
indemnifying party’s written consent, which shall not be unreasonably
withheld.  No indemnifying party shall,
without the consent of the indemnified party, consent to entry of any judgment
or enter into any settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to the indemnified party of a
release from all liability in respect of such Loss or which requires action on
the part of the indemnified party or otherwise subjects the indemnified party
to any obligation or restriction to which it would not otherwise be subject.


                    (d)     Contribution.
If the indemnification provided for in
Section 2.7(a) or (b) shall for any reason be unavailable in respect of
any Loss, then, in lieu of the amount paid or payable under Section 2.7(a)
or (b), the indemnified party and the indemnifying party under
Section 2.7(a) or (b), as applicable, shall contribute to the aggregate
Losses (including legal or other expenses reasonably incurred in connection
with investigating the same) (i) in such proportion as is appropriate to
reflect the relative fault of the Company and the prospective sellers of
Registrable Common Stock covered by the registration statement which resulted
in such Loss with respect to the statements, omissions or action which resulted
in such Loss, as well as any other relevant equitable considerations, or
(ii) if the allocation provided by the preceding clause (i) is not
permitted by applicable law, in such proportion as shall be appropriate to
reflect the relative benefits received by the Company, on the one hand, and
such prospective sellers, on the other hand, from their sale of Registrable
Common Stock; provided that, for purposes of this clause (ii), the
relative benefits received by the prospective sellers shall be deemed not to
exceed the amount received by such sellers.
No Person guilty of fraudulent misrepresentation (within the meaning of
Section 10(f) of the Securities Act) shall be entitled to contribution
from any Person who was not guilty of such fraudulent misrepresentation.  The obligations, if any, of the selling
holders of Registrable Common Stock to contribute as provided in this
subsection (c) are not joint but are several in proportion to the relative
value of their respective Registrable Common Stock covered by such registration
statement.  In addition, no Person shall
be obligated to contribute amounts under this Section 2.7(d) in payment
for any settlement of any Loss effected without such Person’s consent.


                    (e)     Other
Indemnification.  The Company shall,
in connection with any registration statement filed by the Company pursuant to
Section 2.1(a) or 2.2, and, if the Stockholder has registered for sale Registrable
Common Stock, the Stockholder shall, with respect to any required registration
or other qualification of securities under any federal or state law or
regulation of any Governmental Authority other than the Securities Act,
indemnify Stockholder Indemnitees and Company Indemnitees, respectively,
against Losses, or, to the


- 15 -







extent that
indemnification shall be unavailable to a Stockholder Indemnitee or Company
Indemnitee, contribute to the aggregate Losses of such Stockholder Indemnitee
or Company Indemnitee in a manner similar to that specified in the preceding
subsections of this Section 2.7 (with appropriate modifications).


                    (f)     Indemnification
Payments.  The indemnification and
contribution required by this Section 2.7 shall be made by periodic
payments of the amount thereof during the course of any investigation or
defense, as and when any Loss is incurred and is due and payable.


          2.8     Registration
Rights to Others.  If the Company
shall at any time hereafter provide to any holder of any securities of the
Company rights with respect to the registration of such securities under the
Securities Act, such rights shall not be in conflict with or adversely affect
any of the rights provided to the holders of Registrable Common Stock in this
Agreement or conflict (in a manner that adversely affects holders of
Registrable Common Stock) with any other provisions included in this
Agreement.  To the extent the Company
provides any right to others that are more favorable than those provided for
herein, the Company shall be required to make appropriate modifications to this
Agreement to ensure that the Stockholder will have the benefit of terms that
are at least as favorable as those provided to such other Persons.


          2.9     Adjustments
Affecting Registrable Common Stock.
Without the written consent of the Stockholder, the Company shall not
effect or permit to occur any combination, subdivision or reclassification of
Registrable Common Stock that would materially adversely affect the ability of
the Stockholder to include shares of such Registrable Common Stock in any
registration of the Company’s securities under the Securities Act or the
marketability of such Registrable Common Stock under any such registration or other
offering.


          2.10    Rule
144 and Rule 144A.  The Company
shall take all actions reasonably necessary to enable the Stockholder to sell
shares of Registrable Common Stock without registration under the Securities
Act within the limitations of the exemptions provided by (a) Rule 144
under the Securities Act, (b) Rule 144A under the Securities Act, or
(c) any similar rules or regulations hereafter adopted by the Commission,
including the Company’s filing on a timely basis all reports required to be
filed under the Exchange Act.  Upon the
written request of the Stockholder, the Company shall deliver to the
Stockholder a written statement as to the Company’s compliance with such
requirements.  The Stockholder
acknowledges that the Company has not filed on a timely basis all reports
required to be filed under the Exchange Act, and the Stockholder waives any
breach of this Agreement based on such failure. 


          2.11    Nominees
for Beneficial Owners.  In the event
that any shares of Registrable Common Stock are held by a nominee for the
beneficial owner thereof, such beneficial owner may, at its election delivered
to the Company in writing, be treated as the Stockholder owning such shares of
Registrable Common Stock for purposes of any request or other action by the
Stockholder pursuant to this Agreement or any determination of the number or
percentage of shares of Registrable Common Stock held by the Stockholder
contemplated by this Agreement.  If the
beneficial owner of any shares of Registrable Common Stock so elects, the
Company may require assurances reasonably satisfactory to the Company of such
owner’s beneficial ownership of such shares of Registrable Common Stock.


- 16 - 







          2.12    Calculation
of Number of Shares of Registrable Common Stock.  For purposes of this Agreement, all references to a percentage or
number of shares of Registrable Common Stock or Common Stock shall be
calculated based upon the number of shares of Registrable Common Stock or Common
Stock, as the case may be, outstanding at the time such calculation is made and
shall exclude any Registrable Common Stock or Common Stock, as the case may be,
owned by the Company or any Subsidiary of the Company.  For the purposes of calculating the number
of shares of Registrable Common Stock or Common Stock as contemplated by the
previous sentence, the term “Stockholder” shall include all Affiliates and
transferees thereof owning any shares of Registrable Common Stock or Common
Stock.


          2.13    Termination
of Registration Rights.  The
Company’s obligations under Sections 2.1 and 2.2 hereof to register Common
Stock for sale under the Securities Act shall terminate on the first date on
which no shares of Registrable Common Stock are held by the Stockholder, its
Affiliates or any other Person to whom the Stockholder has assigned its rights
hereunder.


ARTICLE III

MISCELLANEOUS


          3.1     Injunctive
Relief.  The Stockholder and the
Company acknowledge and agree that a violation of any of the terms of this
Agreement will cause irreparable injury for which adequate remedy at law is not
available.  Accordingly, it is agreed
that the Company and the Stockholder shall each be entitled to an injunction,
restraining order or other equitable relief to prevent breaches of the provisions
of this Agreement and to enforce specifically the terms and provisions hereof
in any court of competent jurisdiction in the United States or any state
thereof, in addition to any other remedy to which they may be entitled at law
or equity.


          3.2     Amendments;
Entire Agreement.  This Agreement
may be amended and the Company may take action herein prohibited, or omit to
perform any act herein required to be performed by it, if and only if the
Company has obtained the prior written consent of the Stockholder.  This Agreement constitutes the entire
agreement and supersedes all other prior agreements and understandings, both
written and oral, among any or all of the parties with respect to the subject
matter hereof.


          3.3     Severability.
 Whenever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be held to
be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.


          3.4     Successors
and Assigns.  The provisions of this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors, each of which successors shall agree in
a writing in form and substance reasonably satisfactory to the Company to
become a party hereto and to be bound hereby to the same extent as the parties
hereto.  This Agreement and the rights,
duties and obligations hereunder of the Stockholder may be assigned or
transferred by the Stockholder, in whole or in part, without the prior written
consent of the Company, to any Person to which the Stockholder transfers any
rights in shares of Registrable 


- 17 -







Common
Stock.  The Stockholder shall promptly
notify the Company in writing of any such assignment or transfer.


          3.5     Notices.  All notices,
requests and demands to or upon
the respective parties hereto to be effective shall be in writing (including by
facsimile or other electronic transmission), and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made when delivered
by hand, or two Business Days after being delivered to a recognized courier
(whose stated terms of delivery are two Business Days or less to the
destination of such notice), or, in the case of an electronic notice, when
received, addressed as set forth below to the parties hereto, or to such other
address as may be hereafter notified by the respective parties hereto:


	
 

	
 

	
 


	
 

	
(a)

	
If to the
  Company:


	
 

	
 

	
 


	
 

	
 

	
Butler
  International Inc.

  110 Summit Avenue

  Montvale, New Jersey  07645

  Attention:  Edward M. Kopko

  Fax: (954) 761-9675


	
 

	
 

	
 


	
 

	
 

	
With a copy
  to:


	
 

	
 

	
 


	
 

	
 

	
McBreen
  & Kopko

  20 North Wacker Drive, Suite 2520

  Chicago, Illinois  60606

  Attention:  James Stern, Esq.

  Fax:  (312) 332-2657


	
 

	
 

	
 


	
 

	
(b)

	
If to the
  Stockholder:


	
 

	
 

	
 


	
 

	
 

	



	
 

	
 

	
 


	
 

	
 

	
With a copy
  to:


	
 

	
 

	
 


	
 

	
 

	






          3.6     Counterparts.  This
Agreement may be executed in two or
more counterparts, and by different parties on separate counterparts, each of
which shall be deemed an original, but all of which shall constitute one and
the same instrument.


          3.7     Governing
Law; Consent to Jurisdiction.  This
Agreement shall be governed by and construed and enforced in accordance with
the laws of the State of New Jersey applicable to contracts made and to be
fully performed therein.  The parties
hereto irrevocably submit to the exclusive jurisdiction of any state or federal
court sitting in the County of Bergen, in the State of New Jersey, over any
action or proceeding arising out of or relating to this Agreement or the
transaction contemplated hereby to the fullest extent they may effectively do
so under applicable law.  The parties
hereto irrevocably waive and agree not to assert, by way of motion, as a
defense


- 18 -







or otherwise,
(a) any claim that they are not subject to the jurisdiction of any such
court, (b) any objection that they may now or hereafter have to the laying
of the venue of any such action or proceeding brought in any such court and
(c) any claim that any such action or proceeding brought in any such court
has been brought in an inconvenient forum.


          3.8     Waiver
of July Trial.  Each party
acknowledges and agrees that any controversy which may arise under this
Agreement is likely to involve complicated and difficult issues and, therefore,
each such party irrevocably and unconditionally waives any right it may have to
a trial by jury in respect of any action or proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby.


[Remainder of this page intentionally blank]


- 19 -







Execution


          IN
WITNESS WHEREOF, the parties hereto have executed this Registration Rights
Agreement as of the date first above written.


	
 

	
 

	
 


	
 

	
BUTLER
  INTERNATIONAL, INC.,


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
 


	
 

	



	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	






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