EXHIBIT
10.6


SUBSCRIPTION
AGREEMENT


Butler International, Inc.

110 Summit Avenue

Montvale, NJ  07645


Gentlemen:


                    1.      Subscription.
(a) The undersigned, intending to be legally bound, hereby irrevocably
subscribes to purchase from Butler International, Inc., a Maryland corporation
(the “Company”), the number of shares of Series A Preferred Stock (“Series A
Preferred Shares”) of the Company, par value $.001 per share, (the “Preferred
Stock”) set forth on the signature page hereof, at a purchase price (the
“Purchase Price”) equal to $1,000.00 per share.  This subscription is submitted to you in accordance with and
subject to the terms and conditions described in this Agreement, the
Registration Rights Agreement, of even date herewith (the “Registration Rights
Agreement”), the Warrant, of even date herewith (the “Warrant”) and the
Articles Supplementary Establishing and Fixing the Rights and Preferences of a
Series of Shares of Preferred Stock (the “Articles Supplementary”), relating to
an offering (the “Offering”) of up to 15,000 shares of Series A Preferred
Shares (the aggregate number of shares sold pursuant to this Agreement is
herein referred to as the “Shares”).
The undersigned acknowledges that Sheridan Road Capital LLC will receive
7% of the proceeds of all Series A Preferred Shares sold by them in the
Offering.


                              (b)     Subscription
payments should be made payable to “Butler International, Inc.,” and should be
delivered, together with two executed and properly completed copies of this
Agreement.  If the subscription is not
accepted in whole or in part by the Company, the full or ratable amount, as the
case may be, of any subscription payment received will be promptly refunded to
the subscriber without deduction therefrom or interest thereon.


                              (c)     If
this subscription is accepted by the Company, in whole or in part, and subject
to the conditions set forth in Section 2 of this Agreement, the Company shall
deliver to the undersigned the Shares subscribed for hereby, dated the date of
the Closing, and a fully executed copy of this Agreement.


                              (d)     The
undersigned may not withdraw this subscription or any amount paid pursuant
thereto except as otherwise provided below.


                              (e)     If
any other purchaser in the Offering obtains more favorable terms from the
Company than those obtained by the undersigned, the Company hereby agrees to
amend the relevant documents to provide the same terms to the undersigned.


                              (f)     If
and when a closing of the Offering (“Closing”) occurs, the Company will issue
to the undersigned Warrants for the purchase of 250 shares of common stock of
the Company, par value $.001 per share (“Common Stock”), for every Series A
Preferred Share purchased by the undersigned.
The Company will issue to the undersigned additional Warrants for the
purchase of 150 shares of Common Stock for every Series A Preferred Share 







purchased by the undersigned if, but only if, (i) the
Closing occurs, and (ii) the Company fails to replace General Electric Capital
Corporation (“GECC”) with another senior creditor no later than  June 30, 2007.


                    2.      Conditions.
It is understood and agreed that this
subscription is made subject to the terms and conditions set forth in the
Escrow Agreement with Stewart Title Company, along with the Conditions to
Escrow Agreement, both of even date herewith.


                    3.      Representations
and Warranties of the Company.  The
Company represents and warrants to, and agrees with the undersigned as follows,
in each case as of the date hereof and in all material respects as of the date
of the Closing except for any changes resulting solely from the Offering:


                              (a)     The
Company is duly organized, validly existing and in good standing under the laws
of its state of incorporation with full power and authority to own, lease,
license and use its properties and assets and to carry out the business in
which it is engaged. The Company is duly qualified to transact the business in
which it is engaged and is in good standing as a foreign corporation in every
jurisdiction in which its ownership, leasing, licensing or use of property or
assets or the conduct of its business makes such qualification necessary,
except where the failure to be so qualified would not have a material adverse
effect on the Company.  The Company
shall use the net proceeds from this Offering for general corporate purposes.
The Company may use a portion of the net proceeds to acquire or invest in
complementary businesses or products or to obtain the right to use
complementary technologies, although the Company has no binding agreements to
do so.  


                              (b)      At
the date of the Closing, the authorized capital stock of the Company will
consist of 125,000,000 shares of Common Stock, par value $0.001 per share,
11,913,124 shares of which are issued and outstanding immediately prior to the
closing and 15,000,000 shares of Preferred Stock, par value $.001 per
share of which 15,000 shares have been designated Series A Preferred Shares,
none of which are issued and outstanding immediately prior to the closing, and
of which 7,200,000 have been designated Series B Cumulative Convertible
Preferred Stock, 6,227,470 of which are issued and outstanding immediately
prior to the closing (together, “Preferred Stock”).  Each outstanding share of Common Stock is validly authorized,
validly issued, fully paid and nonassessable, without any personal liability
attaching to the ownership thereof and has not been issued and is not owned or
held in violation of any preemptive rights of stockholders. 


                              (c)     The
Company has all requisite power and authority to (i) execute, deliver and
perform its obligations under each of (A) this Agreement, (B) the
Registration Rights Agreement, and (C) the Warrant (collectively, the
“Documents”) and (ii) to issue and sell the Shares.  All necessary corporate proceedings of the
Company have been or will be duly taken to authorize the execution, delivery,
and performance of the Documents, the issuance and sale of the Shares, and the
filing of any documents requiring filing by any federal or state securities or
other regulatory authority.  Each
Document has been or will be duly authorized by the Company and, when executed
and delivered by the Company will constitute the legal, valid and binding
obligation of the Company enforceable against the Company in accordance with
its terms 


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(assuming due authorization and execution of the
Documents by any other necessary parties thereto).


                              (d)     No
consent, authorization, approval, order, license, certificate or permit of or
from, or declaration or filing with, any federal, state, local or other
governmental authority, or any court or any other tribunal, is required by the
Company for the execution, delivery or performance by the Company of the
Documents or the issuance and sale of the Shares (except such filings and
consents as may be required and have been or at the Closing will have been made
or obtained under federal and state securities laws).


                              (e)     No
consent of any party to any contract, agreement, instrument, lease, license,
arrangement or understanding to which the Company is a party or to which any of
properties or assets are subject (the “Contracts”) is required for the
execution, delivery or performance by the Company of any of the Documents or
the issuance and sale of the Shares.
The execution, delivery and performance of the Documents and the
issuance and sale of the Shares will not trigger anti-dilution adjustments to
any of the Company’s outstanding securities under the Company’s Articles of
Incorporation or any agreement to which the Company is a party or otherwise.


                              (f)     The
execution, delivery and performance of the Documents and the issuance and sale
of the Shares will not violate or result in a breach of, or entitle any party
(with or without the giving of notice or the passage of time or both) to
terminate or call a default under any Contract or violate or result in a breach
of any term of the Articles of Incorporation or by-laws of, or violate any law,
rule, regulation, order, judgment or decree binding upon, the Company or to
which any of its operations, businesses, properties or assets are subject, the
breach, termination or violation of which, or default under which, would have a
material adverse effect on the operations, business, properties or assets of
the Company.


                              (g)     The
Company has filed all documents and other reports, including Current Reports on
Form 8-K, required to be filed by it pursuant to the U.S. securities laws,
except for the Form 10-K for the fiscal year ended December 31, 2005, and Form
10-Q’s for the quarters ended September 31, 2005, March 31, 2006, June 30,
2006, and September 30, 2006.


                    3.      Representations,
Warranties and Covenants of the Subscriber.  The undersigned hereby represents and warrants to, and agrees
with, the Company as follows:


                              (a)     The
undersigned is an “Accredited Investor” as that term is defined in Rule 501(a) of
Regulation D promulgated under the Securities Act of 1933, as amended (the
“Act”).  Specifically the undersigned is
(check appropriate items(s)):


                              ___    (i)     A
bank as defined in Section 3(a)(2) of the Act, or a savings and loan
association or other institution as defined in Section 3(a)(5)(A) of the Act,
whether acting in its individual or fiduciary capacity; a broker or dealer
registered pursuant to Section 15 of the Securities Exchange Act of 1934; an
insurance company as defined in Section 2(13) of the Act; an investment
company registered under the Investment Company Act of 1940 (the “Investment
Company Act”) or a business development company as defined in Section 2(a)(48)
of the Investment Company Act; a Small Business Investment Company licensed by
the U.S. Small Business Administration under Section 301(c) or (d) of the Small



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Business Investment Act of 1958; a plan established
and maintained by a state, its political subdivisions or any agency or
instrumentality of a state or its political subdivisions for the benefit of its
employees, if such plan has total assets in excess of $5,000,000; an employee
benefit plan within the meaning of the Employee Retirement Income Security Act
of 1974 (“ERISA”), if the investment decision is made by a plan fiduciary, as
defined in Section 3(21) of ERISA, which is either a bank, savings and loan
association, insurance company, or registered investment advisor, or if the
employee benefit plan has total assets in excess of $5,000,000 or, if a
self-directed plan, with investment decisions made solely by persons that are
accredited investors.


                              ___    (ii)     A
private business development company as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940.


                              ___    (iii)    An
organization described in Section 501(c)(3) of the Internal Revenue Code,
corporation, Massachusetts or similar business trust, or partnership, not
formed for the specific purpose of acquiring the securities offered, with total
assets in excess of $5,000,000.


                              ___    (iv)    A
director or executive officer of the Company.


                              ___    (v)     A
natural person whose individual net worth, or joint net worth with that
person’s spouse, at the time of his or her purchase exceeds $1,000,000.  (California and Massachusetts
residents:  please see Section 4(b)
below.)


                              ___    (vi)    A
natural person who had an individual income in excess of $200,000 in each of
the two most recent years or joint income with that person’s spouse in excess
of $300,000 in each of those years and has a reasonable expectation of reaching
the same income level in the current year.
(California and Massachusetts residents:  please see Section 4(b) below.)


                              ___    (vii)   A trust,
with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person as described in Rule
506(b)(2)(ii) (i.e., a person who has such knowledge and experience in
financial and business matters that he is capable of evaluating the merits and
risks of the prospective investment).


                              ___    (viii)  An
entity in which all of the equity owners are accredited
investors.  (If this alternative is
checked, the undersigned must identify each equity owner and provide statements
signed by each demonstrating how each is qualified as an accredited investor.)


                              (b)     For
California and Massachusetts individuals: If the subscriber is a California
resident, such subscriber’s investment in the Company will not exceed 10% of
such subscriber’s net worth (or joint net worth with his spouse).  If the subscriber is a Massachusetts
resident, such subscriber’s investment in the Company will not exceed 25% of
such subscriber’s joint net worth with his spouse (exclusive of principal
residence and its furnishings).


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                              (c)     If
a natural person, the undersigned is:  a
bona fide resident of the State contained in the address set forth on the
signature page of this Agreement as the under-signed’s home address; at least
21 years of age; and legally competent to execute this Subscription
Agreement.  If an entity, the
undersigned is duly authorized to execute this Agreement and this Agreement
constitutes the legal, valid and binding obligation of the undersigned
enforceable against the undersigned in accordance with its terms.


                              (d)     The
undersigned has received, read carefully and is familiar with  the Documents and the Company’s Management
Presentation, dated August 29, 2006 (collectively, the “Investment
Documents”).  The undersigned
acknowledges that the Company’s Management Presentation is based on information
as of the date thereof, and that the Company has no obligation to update such
information.  The undersigned further
acknowledges that the Investment Documents are provided “as is” and without any
representation or warranty of any kind whatsoever.  Respecting the Company, the undersigned is familiar with the
Company’s business, plans and financial condition, the terms of the Offering
and any other matters relating to the Offering; the undersigned has received
all materials which have been requested by the undersigned; has had a
reasonable opportunity to ask questions of the Company and its representatives;
and the Company has answered all inquiries that the undersigned or the
undersigned’s representatives have put to it.
The undersigned has had access to, and the opportunity to request, all
additional information, including budgets, internal forecasts and unaudited
financial information, necessary to verify the accuracy of the information set
forth in the Investment Documents and any other materials furnished herewith,
and has taken all the steps necessary to evaluate the merits and risks of an
investment as proposed hereunder.


                              (e)     The
undersigned or the undersigned’s purchaser representative has such knowledge
and experience in finance, securities, investments and other business matters
so as to be able to protect the interests of the undersigned in connection with
this transaction, and the undersigned’s investment in the Company hereunder is
not material when compared to the undersigned’s total financial capacity.


                              (f)     The
undersigned understands the various risks of an investment in the Company as
proposed herein and can afford to bear such risks, including, without
limitation, the risks of losing the entire investment.


                              (g)     The
undersigned has been advised by the Company that none of the Shares or the
Warrants have been registered under the Act, that the Shares and the Warrants
will be issued on the basis of the statutory exemption provided by Section 4(2)
of the Act or Regulation D promulgated thereunder, or both, relating to
transactions by an issuer not involving any public offering and under similar
exemptions under certain state securities laws, that this transaction has not
been reviewed by, passed on or submitted to any Federal or state agency or
self-regulatory organization where an exemption is being relied upon, and that
the Company’s reliance thereon is based in part upon the representations made
by the undersigned in this Agreement.
The undersigned acknowledges that the undersigned has been informed by
the Company of, or is otherwise familiar with, the nature of the limitations
imposed by the Act and the rules and regulations thereunder on the transfer of
the Shares and the Warrants.  In
particular, the undersigned agrees that no sale, assignment or transfer of any
of the Shares or Warrants shall be valid or effective, and the Company shall
not be required to give any effect to such a sale, 


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assignment or transfer, unless (i) the sale,
assignment or transfer of such Shares or Warrants is registered under the Act,
it being understood that neither the Shares nor the Warrants are currently
registered for sale although the Company has agreed to so register the common
stock underlying the Warrants as provided in this Agreement and the
Registration Rights Agreement, or (ii) such Shares or Warrants are sold,
assigned or transferred in accordance with all the requirements and limitations
of Rule 144 under the Act, it being understood that Rule 144 is not available
at the present time for the sale of the Shares or Warrants, or (iii) such sale,
assignment or transfer is otherwise exempt from registration under the
Act.  The undersigned further
understands that an opinion of counsel and other documents may be required to
transfer the Shares or Warrants.  The
undersigned acknowledges that the Shares and Warrants shall be subject to a
stop transfer order and the certificate or certificates evidencing any Shares
and Warrants shall bear the following or a substantially similar legend or such
other legend as may appear on the forms of Shares and Warrants and such other
legends as may be required by state blue sky laws:


“The securities
represented by this certificate have not been registered under the Securities
Act of 1933, as amended (the “Act”), or any state securities laws and neither
such securities nor any interest therein may be offered, sold, pledged,
assigned or otherwise transferred unless a registration statement with respect
thereto is effective under the Act and any applicable state securities laws.”


          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.


                              (h)     The
undersigned will acquire the Shares and the Warrants for the undersigned’s own
account (or for the joint account of the undersigned and the undersigned’s
spouse either in joint tenancy, tenancy by the entirety or tenancy in common)
for investment and not with a view to the sale or distribution thereof or the
granting of any participation therein, and has no present intention of
distributing or selling to others any of such interest or granting any
participation therein.


                              (i)      It
never has been represented, guaranteed or warranted by any broker, the Company,
any of the officers, directors, stockholders, partners, employees or agents of
either, or any other persons, whether expressly or by implication, that:


                                        (i)     the
Company or the undersigned will realize any given percentage of profits and/or
amount or type of consideration, profit or loss as a result of the Company’s
activities or the undersigned’s investment in the Company; 


                                        (ii)    the
past performance or experience of the management of the Company, or of any
other person, will in any way indicate the predictable results of the ownership
of the Shares and Warrants or of the Company’s activities;


                                        (iii)   that
the resources of the Company, including amounts raised pursuant to the
Offering, will be adequate to sustain operations of the Company; or


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                                        (iv)   the
Company can sustain its operations without future financings which may result in
substantial dilution or total loss of the undersigned’s investment.


                              (j)     The
undersigned has not received any information concerning this Offering other
than the Investment Documents and is not relying on any other information
provided to the undersigned or any representations made to the undersigned.


                              (k)     The
undersigned is not subscribing for Shares or Warrants as a result of or
subsequent to any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or broadcast over
television or radio, or presented at any seminar or meeting, or any
solicitation of a subscription by a person other than a representative of the
Company with which the undersigned had a pre-existing relationship in
connection with investments generally.


                              (l)     The
undersigned is not relying on the Company with respect to the tax and other
economic considerations of an investment.


                              (m)     The
undersigned understands that the net proceeds from all subscriptions paid and
accepted pursuant to the Offering (after deduction for expenses of the
Offering) will be used in all material respects for the purposes set forth in
this Agreement.


                              (n)     Without
limiting any of the undersigned’s other representations and warranties
hereunder, the undersigned acknowledges that:


                                        (i)     the
undersigned has reviewed and is aware of the risks of investing in the
Offering; 


                                        (ii)    no
assurances have been given that the financial resources of the Company are
sufficient to sustain operations; and


                                        (iii)   that
additional debt or equity financing may be required, which may result in the
undersigned’s equity position being substantially diluted or the undersigned
incurring a total loss of his investment.


                              (o)     The
undersigned acknowledges that audited financial statements for the fiscal year
ended December 31, 2005 are not yet available, that unaudited financial
statements for the quarters ended September 30, 2005, March 31, 2006, June 30,
2006, and September 30, 2006 are not yet available and that the undersigned has
had the opportunity to ask questions concerning the audited and unaudited
financial and other information provided to the undersigned.


                              (p)     The
undersigned acknowledges that it is aware that the Company will be restating
its annual and quarterly financial statements beginning with the financial
statements contained in its annual report on Form 10-K for the year ended
December 31, 2004, which includes financial statements for fiscal years 2002,
2003 and 2004.


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                              (q)     The
undersigned acknowledges that the representations, warranties and agreements
made by the undersigned herein shall survive the execution and delivery of this
Agreement and the purchase of the Shares.


                              (r)     The
undersigned has consulted his own financial, legal and tax advisors with
respect to the economic, legal and tax consequences of an investment in the
Shares and Warrants and has not relied on the Investment Documents or the
Company, its officers, directors or professional advisors for advice as to such
consequences.


                    4.
      Indemnification.  The undersigned acknowledges that the
undersigned understands the meaning and legal consequences of the
representations and warranties contained in Section 4 hereof, and agrees to
indemnify and hold harmless the Company, its partners, and each incorporator,
officer, director, partner, employee, agent and controlling person of each
thereof, past, present or future, from and against any and all loss (including
reasonable attorneys fees), damage or liability due to or arising out of a
breach of any such representation or warranty.


                    5.
      Transferability.  Neither this Agreement, nor any interest of
the undersigned herein, shall be assignable or transferable by the undersigned
in whole or in part except by operation of law.  Any attempt to assign or transfer this Agreement or any interest
therein other than by operation of law shall be void.


                    6.
      Miscellaneous.


                              (a)     This
Agreement sets forth the entire understanding of the parties with respect to
the subject matter hereof, supersedes all existing agreements among them
concerning such subject matter, and may be modified only by a written
instrument duly executed by the party to be charged.


                              (b)     Except
as otherwise specifically provided herein, any notice or other communication required
or permitted to be given hereunder shall be in writing and shall be mailed by
certified mail, return receipt requested, or by FedEx, Express Mail or similar
overnight delivery or courier service or delivered (in person or by telecopy,
telex or similar telecommunications equipment) against receipt to the party to
whom it is to be given, (i) if to the Company, at the address set forth on the
first page hereof, (ii) if to the undersigned, at the address set forth on the
signature page hereof, or (iii) in either case, to such other address as the
party shall have furnished in writing in accordance with the provisions of this
Section 6(b).  Notice to the estate of
any party shall be sufficient if addressed to the party as provided in this
Section 6(b).  Any notice or other
communication given by certified mail shall be deemed given at the time of
receipt thereof.  Any notice given by
other means permitted by this Section 6(b) shall be deemed given at the time of
receipt thereof.


                              (c)     This
Agreement shall be binding upon and inure to the benefit of the parties hereto,
the successors and assigns of the Company, and the permitted successors,
assigns, heirs and personal representatives of the undersigned (including
permitted transferees of the Shares and Warrants).


                              (d)     The
headings in this Agreement are solely for convenience of reference and shall be
given no effect in the construction or interpretation of this Agreement.


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                              (e)     This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.


                              (f)     This
Agreement shall be governed by and construed in accordance with the laws of the
State of Maryland, without giving effect to principles governing conflicts of
law.


                              (g)     This
Agreement does not create, and shall not be construed as creating, any rights
enforceable by any person not a party to this Agreement (except as provided in
Sections 6, and 7(c) and 7(g)).


                              (h)     If
the Company shall prevail in any litigation, arbitration, or mediation relating
to this Agreement, the undersigned shall reimburse the Company for its legal
fees, costs and expenses arising from such litigation, arbitration or
mediation.


                              (i)     The
parties hereto irrevocably consent to the jurisdiction of the courts of the
State of Maryland and of any federal court located in such State in connection
with any action or proceeding arising out of or relating to this Agreement, any
document or instrument delivered pursuant to, in connection with or
simultaneously with this Agreement, or a breach of this Agreement or any such
document or instrument.  In any such
action or proceeding, each party hereto waives personal service of any summons,
complaint or other process and agrees that service thereof may be made in
accordance with Section 8(b).  Within 30
days after such service, or such other time as may be mutually agreed upon in
writing by the attorneys for the parties to such action or proceeding, the
party so served shall appear or answer such summons, complaint or other
process.


                              (j)     At
the Closing, the Company shall reimburse the Investor for its reasonable legal
expenses incurred in the negotiation of the terms hereof, not to exceed
$20,000.  Such reimbursement may be
effected by offset to the Purchase Price.


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          IN WITNESS
WHEREOF, the parties hereto have
executed this Agreement as of the day and year this subscription has been
accepted by the Company as set forth below.


	
 

	
 

	
 

	
 

	
 

	
 


	
Number of Shares

	
 

	
 

	
 

	
 

	
 


	
Being Purchased

	
 

	



	
 

	
 

	
 


	


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
Number of Warrants

	
 

	
By: 

	
 

	
 

	
 


	
 

	
 

	
 

	



	


	
 

	
 

	
(Signature of
  Subscriber or 

  Authorized Signatory)


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Social Security Number
  or other 

  Taxpayer Identification Number:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 

	
Address: 


	
 

	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
If the Shares and Warrants will be held as joint
  tenants, tenants in common, or community property, please complete the
  following:


	
 



	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 

	
Print name of spouse or other co-subscriber


	
 

	
 



	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 

	
Signature of spouse or other co-subscriber


	
 

	
 




	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 

	
Print manner in which Shares and Warrants will be
  held


	
 



	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 

	
Social Security Number





[ 


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ACCEPTED BY:

BUTLER INTERNATIONAL, INC.


	
 

	
 


	
By: 

	
 


	
 

	



	
   Name:


	
   Title:





Date: ____________, 2006


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[Individuals]  


	
 

	
 

	
 


	
STATE OF

	
)

	
 


	
 

	
)

	
ss.:


	
COUNTY OF

	
)

	
 





          On
the ______ day of __________, 2006, before me personally came
__________________________ and ________________, to me known, and known to
me to be the person(s) described in and who executed the foregoing instrument,
and s/he/they acknowledged to me that s/he/they executed the same.


	
 

	
 


	
 

	



	
 

	
Notary Public





[Corporations]  


	
 

	
 

	
 


	
STATE OF

	
)

	
 


	
 

	
)

	
ss.:


	
COUNTY OF

	
)

	
 





          On
the ______ day of  ___________, 2006,
before me personally came ___________, to me known, who, being by me duly
sworn, did depose and say that s/he resides in _____________________________
that s/he is the _____________ of ________________________________________, the
corporation described in and which executed the above instrument; and that s/he
signed his/her name thereto by order of the board of directors of said
corporation.


	
 

	
 


	
 

	



	
 

	
Notary Public





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[Partnerships]  


	
 

	
 

	
 


	
STATE OF

	
)

	
 


	
 

	
)

	
ss.:


	
COUNTY OF

	
)

	
 





          On
the ______ day of _____________, 2006, before me personally came ________________________,
to me known, and known to me to be the person who executed the foregoing
instrument, and who, being duly sworn by me, did depose and say that s/he is a
general partner of _____________________, that s/he executed the foregoing
instrument in such partnership’s name, and that s/he had authority to sign the
same, and s/he acknowledged to me that s/he executed the same as the act and
deed of said partnership for the uses and purposes therein mentioned.


	
 

	
 


	
 

	



	
 

	
Notary Public





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