EXHIBIT 10.4 


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 DECEMBER 15, 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 15, 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. 


                    (e)     Adjustment
of Warrant Price of Warrants.  In
the event the Corporation’s reported earnings before interest, taxes,
depreciation and amortization (EBITDA) for fiscal year 2007 is less than
$15,660,000, then the Warrant Price shall be adjusted downward by 10% below the
Warrant Price in effect immediately prior to the Company’s announcement of
fiscal year 2007 EBITDA. 



          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 


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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 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 





- 5 -








	
 


	
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. 



                    (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 


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reorganization)
or series of related transactions, in which more than 50% of the voting power
of the Corporation is disposed of. 


          12.
     Required Exercise. The
Company may require this warrant to be exercised at any time after May
1, 2007 upon not less than 30 days’ advance written notice to Holder (a “Notice
of Required Exercise”), provided that (a) a registration statement with the
Securities and Exchange Commission is then in effect as to the shares of Common
Stock underlying the Warrant and will be in effect as of a date 30 days from
the date of the Notice of Required Exercise; (b) for a period of not less than
10 consecutive trading days prior to the date of the Notice of Required
Exercise, the Common Stock has closed at a price of $4.00 per share or higher;
and (c) the Common Stock is listed on a national securities exchange and
trading of the Common Stock on such exchange has not been suspended. All warrants not exercised within 30 days of
the Notice of Required Exercise will be cancelled.  


          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. 


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          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, 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. 


- 8 -







          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 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)