EXHIBIT 10.5


THIS WARRANT
AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND
MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED WITHOUT
COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE
FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM. 


THE SECURITIES
REPRESENTED BY THIS WARRANT ARE SUBJECT TO A REGISTRATION RIGHTS AGREEMENT
DATED AS OF NOVEMBER 29, 2006 (AS THE SAME MAY BE AMENDED, MODIFIED OR
SUPPLEMENTED, THE “REGISTRATION RIGHTS AGREEMENT”), A COPY OF WHICH IS ON FILE
AT THE PRINCIPAL OFFICE OF THE CORPORATION AND MAY BE OBTAINED UPON WRITTEN
REQUEST AND WITHOUT CHARGE. 


BUTLER INTERNATIONAL, INC. 

WARRANT TO PURCHASE ___________ SHARES 

OF COMMON STOCK


          THIS
CERTIFIES THAT, for value received, ____________ and its assignees are entitled
to subscribe for and purchase _____________ shares (as adjusted pursuant to
Section 5 hereof, the “Shares”) of the fully-paid and nonassessable Common
Stock of BUTLER INTERNATIONAL, INC., a Maryland corporation (the
“Corporation”), at a price of $2.00 per share (such price, as adjusted pursuant
to Section 5 hereof, the “Warrant Price”), subject to the provisions and upon
the terms and conditions hereinafter set forth.  


          1.       Definitions.
As used herein: 


                    (a)     “Common
Stock” shall mean the Corporation’s Common Stock, par value $0.001 per
share, and any stock into or for which such Common Stock may hereafter be
converted or exchanged. 


                    (b)     “Date
of Grant” shall mean December __, 2006. 


                    (c)     “Fair
Market Value” of a share of Common Stock as of a particular date shall mean
(i) if traded on a national securities exchange, the average of the closing
prices of the Common Stock on such exchange over the five trading days
immediately prior to such date; (ii) if traded on the Nasdaq Stock Market or
other over-the-counter system, the average of the closing bid prices of the
Common Stock over the five trading days immediately prior to such date; and
(iii) if there is no public market for the Common Stock, the fair market value
as determined by mutual agreement of the holder of this Warrant and the
Corporation. 


                    (d)     “Other
Warrants” shall mean any other warrants issued by the Corporation in
connection with the transaction with respect to which this Warrant was issued,
and any warrant issued upon transfer or partial exercise of or in lieu of this
Warrant. 







                    (e)     “Warrant”
shall mean this warrant and the Other Warrants, unless the context clearly
requires otherwise. 


          2.       Term.
The purchase right represented by this Warrant is exercisable, in whole or in
part, at any time and from time to time from the Date of Grant through the
fifth anniversary of the Date of Grant. 


          3.       Method
of Exercise; Payment; Issuance of New Warrant. This Warrant may be
exercised by the holder hereof, in whole or in part and from time to time, at
the election of the holder hereof, by the surrender of this Warrant, with a
notice of exercise substantially in the form attached hereto as Exhibit A duly
completed and executed, at the principal office of the Corporation, accompanied
by: 


                    (a)     a
certified or bank check, or wire transfer to an account designated by the
Corporation (a “Wire Transfer”), of an amount equal to the then
applicable Warrant Price multiplied by the number of Shares then being
purchased; or 


                    (b)     certificates
evidencing a number of shares of the Corporation’s Series A 7% Cumulative
Preferred Stock (the “Series A Preferred Stock”) having an aggregate
Redemption Price (as defined in the Articles Supplementary creating the Series
A Preferred Stock) equal to the then applicable Warrant Price multiplied by the
number of Shares then being purchased. 


                    (c)     The
person or persons in whose names any certificates representing Shares of Common
Stock issuable upon exercise of this Warrant are to be issued shall be deemed
to have become the holders of record of, and shall be treated for all purposes
as the record holders of, the Shares represented thereby (and such shares shall
be deemed to have been issued) immediately prior to the close of business on
the date or dates upon which this Warrant is exercised. 



                    (d)     In
the event of any exercise of this Warrant, certificates for the shares of
Common Stock so purchased shall be delivered to the holder hereof as soon as
possible and in any event within 30 days after such exercise and, unless this
Warrant has been fully exercised or expired, a new Warrant representing the
portion of the Shares, if any, with respect to which this Warrant has not been
exercised shall also be issued to the holder hereof as soon as possible and in
any event within such 30-day period; provided, however, at such time as the
Corporation is subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended, if requested by the holder of this Warrant, the
Corporation shall cause its transfer agent to deliver the certificate
representing the Shares issued upon exercise of this Warrant to a broker or
other person (as directed by the holder exercising this Warrant) within the
time period required to settle any trade made by the holder after exercise of
this Warrant.  


          4.       Stock
Fully Paid; Reservation of Shares. All Shares that may be issued upon the
exercise of this Warrant shall, upon issuance pursuant to the terms and
conditions herein, be fully-paid and nonassessable, and free from all taxes,
liens and charges with respect to the issuance thereof. During the period
within which this Warrant may be exercised, the Corporation shall at all times
have authorized and reserved for issuance upon exercise of this 


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Warrant a
sufficient number of shares of its Common Stock to provide for the exercise of
this Warrant. 


          5.       Adjustment
of Warrant Price and Number of Shares. The number and kind of securities
purchasable upon the exercise of this Warrant and the Warrant Price shall be
subject to adjustment from time to time upon the occurrence of certain events,
as follows: 


                    (a)     Reclassification
or Merger. In case of any reclassification or change of the Common Stock
issuable upon exercise of this Warrant (other than a change in par value, or
from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination), or in case of any merger of the
Corporation with or into another corporation (other than a merger with another
corporation in which the Corporation is the acquiring and the surviving
corporation and which does not result in any reclassification or change of
outstanding securities issuable upon exercise of this Warrant), or in case of
any sale of all or substantially all of the assets of the Corporation, the
Corporation (or such successor or purchasing corporation, as the case may be)
shall duly execute and deliver to the holder of this Warrant a new Warrant (in
form and substance satisfactory to the holder of this Warrant), or the
Corporation shall make appropriate provision without the issuance of a new
Warrant, so that the holder of this Warrant shall have the right to receive, at
a total purchase price not to exceed that payable upon the exercise of the
unexercised portion of this Warrant, and in lieu of the shares of Common Stock
theretofore issuable upon exercise of this Warrant, (i) the kind and amount of
shares of stock, other securities, money and property receivable upon such
reclassification, change, merger or sale by a holder of the number of shares of
Common Stock then purchasable under this Warrant, or (ii) in the case of such a
merger or sale in which the consideration paid consists all or in part of
assets other than securities of the successor or purchasing corporation, at the
option of the holder of this Warrant, the securities of the successor or
purchasing corporation having a value at the time of the transaction equivalent
to the valuation of the Common Stock at the time of the transaction. Any such
new Warrant shall provide for adjustments that shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Section 5. The
provisions of this subsection shall similarly apply to successive
reclassifications, changes, mergers and transfers. 


                    (b)     Subdivision
or Combination of Shares. If the Corporation at any time while this Warrant
remains outstanding and unexpired shall subdivide or combine its outstanding
shares of Common Stock, the Warrant Price shall be proportionately decreased
and the number of Shares issuable hereunder shall be proportionately increased in
the case of a subdivision and the Warrant Price shall be proportionately
increased and the number of Shares issuable hereunder shall be proportionately
decreased in the case of a combination. 


                    (c)     Stock
Dividends and Other Distributions. If the Corporation at any time while
this Warrant is outstanding and unexpired shall (i) pay a dividend with respect
to Common Stock payable in Common Stock, then the Warrant Price shall be
adjusted, from and after the date of determination of shareholders entitled to
receive such dividend or distribution, to that price determined by multiplying
the Warrant Price in effect immediately prior to such date of determination by
a fraction (A) the numerator of which shall be the total number of shares of
Common Stock outstanding immediately prior to such dividend or distribution,
and (B) the denominator of which shall be the total number of shares of Common
Stock outstanding 


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immediately
after such dividend or distribution; or (ii) make any other distribution with
respect to Common Stock (except any distribution specifically provided for in
Sections 5(a) and 5(b)), then, in each such case, provision shall be made by
the Corporation such that the holder of this Warrant shall receive upon
exercise of this Warrant a proportionate share of any such dividend or
distribution as though it were the holder of the Common Stock as of the record
date fixed for the determination of the shareholders of the Corporation
entitled to receive such dividend or distribution. 


                    (d)     Adjustment
of Number of Shares. Upon each adjustment in the Warrant Price, the number
of Shares of Common Stock purchasable hereunder shall be adjusted, to the
nearest whole share, to the product obtained by multiplying the number of
Shares purchasable immediately prior to such adjustment in the Warrant Price by
a fraction, the numerator of which shall be the Warrant Price immediately prior
to such adjustment and the denominator of which shall be the Warrant Price
immediately thereafter. 


          6.       Notice
of Adjustments. Whenever the Warrant Price or the number of Shares
purchasable hereunder shall be adjusted pursuant to Section 5 hereof, the
Corporation shall make a certificate signed by its chief financial officer
setting forth, in reasonable detail, the event requiring the adjustment, the
amount of the adjustment, the method by which such adjustment was calculated,
and the Warrant Price and the number of Shares purchasable hereunder after
giving effect to such adjustment, and shall cause copies of such certificate to
be mailed (without regard to Section 16 hereof, by first class mail, postage
prepaid) to the holder of this Warrant. In addition, whenever the conversion
price or conversion ratio of the Common Stock shall be adjusted, the
Corporation shall make a certificate signed by its chief financial officer
setting forth, in reasonable detail, the event requiring the adjustment, the
amount of the adjustment, the method by which such adjustment was calculated, and
the conversion price or ratio of the Common Stock after giving effect to such
adjustment, and shall cause copies of such certificate to be mailed (without
regard to Section 16 hereof, by first class mail, postage prepaid) to the
holder of this Warrant. 


          7.       No
Dilution or Impairment. 


                    (a)     The
Corporation shall not, by amendment of its Charter or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but shall at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate in order to
protect the rights of the holder against dilution or other impairment. Without
limiting the generality of the foregoing, the Corporation (a) shall not
increase the par value of any shares of stock receivable on the exercise of
this Warrant above the amount payable therefor on such exercise, (b) shall take
all such action as may be necessary or appropriate in order that the
Corporation may validly and legally issue fully paid and non-assessable shares
of stock on the exercise of all Warrants from time to time outstanding, (c)
shall not issue any capital stock of any class which is preferred as to
dividends or as to the distribution of assets upon voluntary or involuntary
dissolution, liquidation or winding up, unless the rights of the Holders
thereof shall be limited to a fixed sum or percentage of par value in respect
of participation in dividends and in any such distribution of assets, and (d)
shall not transfer all or substantially all of its properties and assets 


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to any other person
(corporate or otherwise), or consolidate with or merge into any other person or
permit any such person to consolidate with or merge into the Corporation (if
the Corporation is not the surviving person), unless such other person shall
expressly assume in writing and shall be bound by all the terms of this
Warrant. 


                    (b)     Such
antidilution rights shall not be restated, amended, modified or waived in any
manner that is adverse to the holder hereof without such holder’s prior written
consent. The Corporation shall promptly provide the holder hereof with any
restatement, amendment, modification or waiver of the Corporation’s Charter
promptly after the same has been made. 


          8.       Fractional
Shares. No fractional shares of Common Stock shall be issued in connection
with any exercise hereunder, but in lieu of such fractional shares the
Corporation shall make a cash payment therefor based on the Fair Market Value
of the Common Stock on the date of exercise. 


          9.       Compliance
with Securities Act; Disposition of Warrant or Shares of Common Stock. 



                    (a)     The
holder of this Warrant, by acceptance hereof, agrees that this Warrant, and the
shares of Common Stock to be issued upon exercise hereof are being acquired for
investment and that such holder shall not offer, sell or otherwise dispose of
this Warrant, or any shares of Common Stock to be issued upon exercise hereof
or any Common Stock issued upon conversion thereof except under circumstances which
shall not result in a violation of the Securities Act of 1933, as amended (the
“Act”), or any applicable state securities laws. Upon exercise of this Warrant,
unless the Shares being acquired are registered under the Act and any
applicable state securities laws or an exemption from such registration is
available, the holder hereof shall confirm in writing that the shares of Common
Stock so purchased (and any shares of Common Stock issued upon conversion
thereof) are being acquired for investment and not with a view toward
distribution or resale in violation of the Act and shall confirm such other
matters related thereto as may be reasonably requested by the Corporation. This
Warrant and all shares of Common Stock issued upon exercise of this Warrant and
all shares of Common Stock issued upon conversion thereof (unless registered
under the Act and any applicable state securities laws) shall be stamped or
imprinted with a legend in substantially the following form:  


	
 


	
THIS WARRANT
  AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
  SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS
  AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED
  WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF
  APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS
  THEREFROM. 





Such legend
shall be removed by the Corporation, upon the request of a holder, at such time
as the restrictions on the transfer of the applicable security shall have
terminated. 


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                    (b)     Applicability
of Restrictions. No restrictions of any legend described in this Warrant
shall apply to any transfer of, or grant of a security interest in, this
Warrant (or the Common Stock to be purchased upon exercise hereof) or any part
hereof (i) to a partner of the holder if the holder is a partnership or to a
member of the holder if the holder is a limited liability company, (ii) to a
partnership of which the holder is a partner or to a limited liability company
of which the holder is a member, or (iii) to any affiliate of the holder if the
holder is a corporation; provided, however, in any such transfer, if
applicable, the transferee shall on the Corporation’s request agree in writing
to be bound by the terms of this Warrant as if an original holder hereof.  


          10.     Registration
Rights. The Corporation is contemporaneously granting registration rights
to the holder of this Warrant for any Shares purchased upon exercise of this
Warrant pursuant to that certain Registration Rights Agreement dated as of the
date hereof between the Corporation and the holder. Such registration rights
are freely assignable by the holder of this Warrant in connection with a
permitted transfer of this Warrant or the Shares. 


          11.     Voting
Rights; Information; Notice of Transactions. 


                    (a)     The
holder of this Warrant, as such, shall be entitled to such voting rights and
rights related thereto as if it were the holder of the Common Stock or other
securities of the Corporation, which may at any time be issuable on the
exercise hereof, including the right to vote for the election of directors or
upon any matter submitted to holders of Common Stock at any meeting thereof and
to receive notice of meetings, and the Corporation shall promptly take such
actions as may be necessary or advisable to cause such voting rights to be
included in the Corporation’s Charter. The holder of this Warrant shall
cooperate with the Corporation in the exercise of such voting rights and in all
other corporate matters. Notwithstanding the foregoing, nothing herein shall
entitle the holder of this Warrant to receive dividends or other distributions
until this Warrant shall have been exercised and the Shares purchasable upon
the exercise hereof shall have become deliverable, as provided herein. 


                    (b)     The
Corporation shall transmit to the holder of this Warrant such information,
documents and reports as are generally distributed to the holders of any class
or series of the securities of the Corporation concurrently with the
distribution thereof to the shareholders. 


                    (c)     The
Corporation shall provide the holder of this Warrant with at least 20 days’
written notice prior to closing thereof of the terms and conditions of any of
the following transactions (to the extent the Corporation has notice thereof):
(i) the sale, lease, exchange, conveyance or other disposition of all or
substantially all of the Corporation’s property or business, or (ii) its merger
into or consolidation with any other corporation (other than a wholly-owned
subsidiary of the Corporation), or any transaction (including a merger or other
reorganization) or series of related transactions, in which more than 50% of
the voting power of the Corporation is disposed of. 



          12.     Callable
Warrant. This Warrant may be redeemed by the Company at any time after May
1, 2007 upon not less than 30 days’ advance written notice to Holder (a “Notice
of Redemption”), at a price equal to $4.00 per Share, provided that (a) a
registration statement with the Securities and Exchange Commission is then in
effect as to the shares of Common Stock  


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underlying the
Warrant and will be in effect as of a date 30 days from the date of the Notice
of Redemption; and (b) for a period of not less than 10 trading days prior to
the date of the Notice of Redemption, the Common Stock has closed at a price of
$4.00 per share or higher. 


          13.     Representations
and Warranties. The Corporation represents and warrants to the holder of
this Warrant as follows: 


                    (a)     This
Warrant has been duly authorized and executed by the Corporation and is a valid
and binding obligation of the Corporation enforceable in accordance with its
terms, subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and the rules of law or principles at
equity governing specific performance, injunctive relief and other equitable remedies;



                    (b)     The
Shares have been duly authorized and reserved for issuance by the Corporation
and, when issued in accordance with the terms hereof, shall be validly issued,
fully paid and non-assessable; 


                    (c)     Neither
the execution and delivery of this Warrant nor the issuance of the Shares upon
exercise of this Warrant in accordance with the terms hereof (i) violates the
Corporation’s Charter or Bylaws, (ii) contravenes any law, governmental rule or
regulation, judgment or order applicable to the Corporation, or (iii) conflicts
with or contravenes any provision of, or constitutes a default under, any
indenture, mortgage, contract or other instrument to which the Corporation is a
party or by which it is bound or requires the consent or approval of, the
giving of notice to, the registration or filing with or the taking of any
action in respect of or by, any federal, state or local government authority or
agency or other person, except for the filing of notices pursuant to federal
and state securities laws, which filings shall be effected by the time required
thereby. 


          14.     Modification
and Waiver. This Warrant and any provision hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of the same is sought. 


          15.     Notices.
Any notice, request, communication or other document required or permitted to
be given or delivered to the holder hereof or the Corporation shall be
delivered, or shall be sent by certified or registered mail, postage prepaid,
to each such holder at its address as shown on the books of the Corporation or
to the Corporation at the address indicated therefor on the signature page of
this Warrant. 


          16.     Binding
Effect on Successors. This Warrant shall be binding upon any corporation
succeeding the Corporation by merger, consolidation or acquisition of all or
substantially all of the Corporation’s assets, and all of the obligations of the
Corporation relating to the Common Stock issuable upon the exercise or
conversion of this Warrant shall survive the exercise, conversion and
termination of this Warrant and all of the covenants and agreements of the
Corporation shall inure to the benefit of the successors and assigns of the
holder hereof. 


          17.     Lost
Warrants or Stock Certificates. The Corporation covenants to the holder
hereof that, upon receipt of evidence reasonably satisfactory to the
Corporation of the loss, theft, destruction or mutilation of this Warrant or
any stock certificate and, in the case of any such loss, 


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theft or
destruction, upon receipt of an indemnity reasonably satisfactory to the
Corporation, or in the case of any such mutilation upon surrender and
cancellation of such Warrant or stock certificate, the Corporation shall make
and deliver a new Warrant or stock certificate, of like tenor, in lieu of the
lost, stolen, destroyed or mutilated Warrant or stock certificate. 


          18.      Descriptive
Headings. The descriptive headings of the several paragraphs of this
Warrant are inserted for convenience only and do not constitute a part of this
Warrant. The language in this Warrant shall be construed as to its fair meaning
without regard to which party drafted this Warrant. 


          19.      Governing
Law. This Warrant shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the laws of the State of New
Jersey. 


          20.      Survival
of Representations, Warranties and Agreements. All representations and
warranties of the Corporation and the holder hereof contained herein shall
survive the Date of Grant, the exercise or conversion of this Warrant (or any
part hereof) or the termination or expiration of rights hereunder. All
agreements of the Corporation and the holder hereof contained herein shall
survive indefinitely until, by their respective terms, they are no longer
operative. 


          21.      Remedies.
In case any one or more of the covenants and agreements contained in this
Warrant shall have been breached, the holders hereof (in the case of a breach
by the Corporation), or the Corporation (in the case of a breach by a holder),
may proceed to protect and enforce their or its rights either by suit in equity
and/or by action at law, including, but not limited to, an action for damages
as a result of any such breach and/or an action for specific performance of any
such covenant or agreement contained in this Warrant. 


          22.      No
Impairment of Rights. The Corporation shall not, by amendment of its
Charter or through any other means, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but shall at all times in good
faith assist in the carrying out of all such terms and in the taking of all
such action as may be necessary or appropriate in order to protect the rights
of the holder of this Warrant against impairment. 


          23.      Severability.
The invalidity or unenforceability of any provision of this Warrant in any
jurisdiction shall not affect the validity or enforceability of such provision
in any other jurisdiction, or affect any other provision of this Warrant, which
shall remain in full force and effect. 


          24.      Recovery
of Litigation Costs. If any legal action or other proceeding is brought for
the enforcement of this Warrant, or because of an alleged dispute, breach,
default, or misrepresentation in connection with any of the provisions of this
Warrant, the successful or prevailing party or parties shall be entitled to
recover reasonable attorneys’ fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or they may be
entitled. 


          25.      Entire
Agreement; Modification. This Warrant constitutes the entire agreement
between the parties pertaining to the subject matter contained in it and
supersedes all prior and 


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contemporaneous
agreements, representations, and undertakings of the parties, whether oral or
written, with respect to such subject matter. 


          IN
WITNESS WHEREOF, the Corporation has caused this Warrant to be duly executed
and delivered as of the Date of Grant specified above. 


	
 

	
 

	
 


	
 

	
BUTLER
  INTERNATIONAL, INC.


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 





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EXHIBIT A 

NOTICE OF EXERCISE


	
 

	
 

	
 

	
 


	
To:

	
BUTLER
  INTERNATIONAL, INC. (the “Corporation”) 


	
 

	
 

	
 

	
 


	
 

	
1.

	
The
  undersigned hereby: 


	
 

	
 

	
 

	
 


	
 

	
 

	
o

	
elects to
  purchase ________ shares of Common Stock of the Corporation pursuant to
  Section 3(a) of the attached Warrant, and tenders herewith payment of the
  purchase price of such shares in full in cash, or 


	
 

	
 

	
 

	
 


	
 

	
 

	
o

	
elects to
  purchase ________ shares of Common Stock of the Corporation pursuant to the
  Section 3(b) of the attached Warrant, and tenders herewith certificates
  evidencing __________ shares of the Corporation’s Series A 7% Cumulative
  Preferred Stock. 


	
 

	
 

	
 

	
 


	
          2.      Please
  issue a certificate or certificates representing ________ shares of Common
  Stock in the name of the undersigned or in such other name or names as are
  specified below: 








	
 


	



	
(Name)


	
 


	



	
 


	



	
(Address)





          3.       The
undersigned represents that the aforesaid shares are being acquired for the
account of the undersigned for investment and not with a view to, or for resale
in connection with, the distribution thereof and that the undersigned has no
present intention of distributing or reselling such shares, all except as in
compliance with applicable securities laws. 


	
 

	
 


	
 

	



	
 

	
      (Signature)


	
 

	
 


	


	
 


	
(Date)