EXHIBIT 4.1


ARTICLES SUPPLEMENTARY

ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF A SERIES OF 

SHARES OF PREFERRED STOCK


          BUTLER
INTERNATIONAL, INC., a Maryland corporation, having its principal office in
Montvale, New Jersey (the “Corporation”), hereby certifies to the State
Department of Assessments and Taxation of Maryland that: 


          FIRST: Under a power contained in Section
2-208 of the Maryland General Corporation Law and Article Fifth of the
Corporation’s Articles of Incorporation (as amended, the “Charter”), the Board
of Directors (the “Board”), by resolutions duly adopted on November 10, 2006 and December 18, 2006,
classified and designated 15,000 shares of the unissued preferred stock, par
value $0.001 per share, of the Corporation as Series A 7% Preferred Stock (the
“Series A Preferred Stock”) and has provided for the issuance of such series.  


          SECOND: The terms of the Series A Preferred
Stock as set by the Board, including preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends, qualifications, or
terms or conditions of redemption, are as follows: 


A.      RANKING


          The
Series A Preferred Stock shall, with respect to dividend rights and rights of
liquidation, dissolution and winding up, rank senior to (a) the common stock of
the Corporation, par value $0.001 per share (the “Common Stock”), (b)
the Series B 7% Cumulative Convertible Preferred Stock of the Corporation, par
value $0.001 per share (the “Series B Preferred Stock”), and (c) all other
classes and series of stock of the Corporation, whether authorized now or in
the future, that do not expressly provide that such class or series of stock
ranks on a parity with the Series A Preferred Stock as to dividend rights and
rights on liquidation, winding-up and dissolution of the Corporation
(collectively, with the Common Stock and the Series B Preferred Stock, the “Junior
Stock”). The Corporation shall not issue shares that rank senior to the
Series A Preferred Stock with respect to dividend rights and rights of
liquidation, dissolution and winding up. 


B.      DIVIDENDS


          1.     Dividend
Rate. Holders of shares of Series A Preferred Stock (the “Series A
Investors”) shall be entitled to receive out of funds legally available
therefor (the “Legally Available Funds”), dividends at the annual rate
of 7% per annum (the “Dividend Rate”) per share of Series A Preferred
Stock, based upon the amount of $1,000.00 per share (the “Liquidation Value”).
Such dividends shall be payable semi-annually on the last day of December and
June in each year commencing December 31, 2006, or if any such day is not a
business day in the state of New Jersey, then the next succeeding business day
in such State (the “Dividend Payment Dates”). Such dividends shall be paid
to the holders of record at the close of business on the date 







specified by
the Board; provided, however, that such record date shall not be more than
sixty (60) nor less than thirty (30) days prior to the Dividend Payment Date
upon which such dividends shall be paid. Dividends on the Series A Preferred
Stock will be cumulative, whether or not earned or declared.  


          2.     Dividends
Payable in Kind. Except as provided below, the Corporation may, at its
option, pay all or part of the dividends on the Series A Preferred Stock by
issuing and delivering shares of Series A Preferred Stock to the holders of
Series A Preferred Stock at the Dividend Rate; provided, however,
that if a holder of Series A Preferred Stock notifies the Secretary of the
Corporation, not more than 60 days nor less than 30 days prior to a Dividend
Payment Date, of his election to receive either shares of Series A Preferred
Stock or cash in lieu of shares of Series A Preferred Stock, then the
Corporation shall pay to such holder, at such Dividend Payment Date, dividends
in either shares of Series A Preferred Stock or cash in lieu of shares of
Series A Preferred Stock, at the holder’s election. In computing the amount of
dividends accrued in respect of a fractional year, such amount shall be
computed on the basis of a 360-day year of twelve 30-day months and actual
number of days elapsed. 


          3.     Reservation
of Series A Preferred Stock. Until the date upon which no shares of Series
A Preferred Stock are outstanding, the Corporation shall reserve and keep
available out of its authorized and unissued Preferred Stock, solely for the
purpose of paying dividends thereon pursuant to the preceding paragraph, such
number of shares of Series A Preferred Stock as shall from time to time be
sufficient for such purpose. The Board shall, from time to time, if necessary,
propose to the stockholders of the Corporation amendments to the Charter to
increase its authorized capital stock and take such other actions as may be
necessary to permit the issuance from time to time of shares of Series A
Preferred Stock upon the declaration of any dividend payable in shares of
Series A Preferred Stock. 


          4.     Fractional
Shares of Series A Preferred Stock. Fractional shares of Series A Preferred
Stock shall be issued to the extent necessary to make dividend payments in
shares of Series A Preferred Stock. 


          5.     Insufficient
Funds for Payment of Series A Preferred Stock. All dividends paid in
respect of the Series A Preferred Stock pursuant to this Section B shall be
paid pro rata to the holders entitled thereto. In the event that the Legally
Available Funds for the payment of dividends shall be insufficient for the
payment of the entire amount of dividends payable at any Dividend Payment Date,
then the amount of any available surplus shall be allocated for the payment of
dividends with respect to the Series A Preferred Stock pro rata based upon the
Liquidation Value of the outstanding shares and all unpaid dividends shall
continue to accrue, whether or not earned or declared. 


          6.     Restrictions
on Payment of Dividends. So long as any shares of Series A Preferred Stock
are outstanding, no dividends shall be paid or other distribution made on any
Junior Stock (other than dividends paid or distributions made solely in
additional shares of Common Stock), nor shall the Corporation redeem, purchase
or otherwise acquire, or permit any subsidiary of the Corporation to purchase
or otherwise acquire (or declare, pay or set aside for payment money for a
sinking fund or other similar fund for such redemption, purchase, acquisition
or retirement), any Junior Stock (including any warrants, rights, calls or
options 


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exercisable
for or convertible into any of such Junior Stock), except that the Corporation
may pay cash or stock dividends on the Series B Preferred Stock. 


C.      LIQUIDATION


          1.     General.
In the event of any liquidation, dissolution or winding up of the Corporation,
then out of the assets of the Corporation before any distribution or payment to
the holders of the Junior Stock, the holders of shares of Series A Preferred
Stock shall be entitled to be paid the Liquidation Value per share (or a pro
rata portion thereof with respect to fractional shares) plus all accrued but
unpaid dividends thereon. In the event of any liquidation, dissolution or
winding up of the Corporation, the Corporation by resolution of the Board
shall, to the extent of any Legally Available Funds therefor, declare a
dividend payable in cash on the Series A Preferred Stock payable before any
distribution is made to any holders of Junior Stock, in an amount equal to the
accrued and unpaid dividends, calculated at the Dividend Rate, on the Series A
Preferred Stock up to and including the date of such liquidation, dissolution
or winding up and, if the Corporation does not have sufficient Legally
Available Funds to declare and pay all dividends in cash so accrued, an amount
payable in cash equal to any remaining accrued and unpaid dividends, calculated
at the Dividend Rate, shall be added to the amount to be received by the
holders of the Series A Preferred Stock for such Series A Preferred Stock upon
such liquidation, dissolution or winding up. The holders of the Series A
Preferred Stock shall be entitled to no other or further distribution in
connection with such liquidation, dissolution or winding up. 


          2.     Insufficient
Funds for Payment of Series A Preferred Stock. If, upon any liquidation,
dissolution or winding up of the Corporation, the assets of the Corporation
available for distribution to the holders of Series A Preferred Stock shall be
insufficient to permit payment in full to such holders the sums which such
holders are entitled to receive in such case, then all of the assets available
for distribution to the holders of the Series A Preferred Stock shall be
distributed among and paid to such holders, ratably in proportion to the
respective amounts that would be payable to such holders if such assets were
sufficient to permit payment in full. The holders of the Series A Preferred
Stock shall be entitled to no other or further distribution in connection with
such liquidation, dissolution or winding up. 


D.      REDEMPTION. 


          1.     Optional
Redemption by Corporation. On any Dividend Payment Date on or after
December 31, 2006, the Corporation may, at its option, redeem the Series A
Preferred Stock, at any time in whole or from time to time in part, at a
redemption price equal to one hundred one percent (101%) of the Liquidation
Value per share of the Series A Preferred Stock, together with an amount in
cash equal to accrued and unpaid dividends thereupon, calculated at the
Dividend Rate to the date fixed for redemption thereof (the “Redemption
Price”). 


          2.     Mandatory
Redemption After December 31, 2011. On December 31, 2011, to the extent the
Corporation shall have Legally Available Funds therefor, the Corporation shall
redeem all remaining outstanding shares of Series A Preferred Stock at the
Redemption Price (the “Mandatory Redemption”). 


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          3.     Equitable
Adjustment of Redemption Price. The Redemption Price set forth in this
Section D shall be subject to equitable adjustment whenever there shall occur a
stock split, stock dividend, combination, reorganization, recapitalization,
reclassification or other similar event involving a change in the number of
outstanding shares of Series A Preferred Stock. 


          4.     Notice
of Redemption by Corporation. Notice of intention of the Corporation to redeem
the Series A Preferred Stock, as provided in Section D.1 above, and of the date
and place for redemption (the “Redemption Notice”) and shall be mailed
by certified mail, return receipt requested, or by FedEx or similar overnight
delivery or courier service or delivered (in person or by telecopy, telex,
electronic mail or similar telecommunications equipment) against receipt to the
party to whom it is to be given, mailed at least thirty (30) and not more than
sixty (60) days prior to the date fixed for redemption (“Redemption Date”)
to the holders of record of shares so to be redeemed at the address of the
holders as shown by the records of the Corporation; provided, however,
that no failure to mail the Redemption Notice nor any defect therein shall affect
the validity of the proceeding for the redemption of any shares of Series A
Preferred Stock to be redeemed except as to the holder to whom the Corporation
has failed to mail such notice or except as to the holder where notice was
defective. Each Redemption Notice shall state: (i) the Redemption Date; (ii)
the number of shares to be redeemed from such holder; (iii) the Redemption
Price; (iv) the place or places where certificates for such shares are to be
surrendered for payment of the Redemption Price; and (v) that dividends on the
shares to be redeemed shall cease to accrue on the Redemption Date unless the
Corporation defaults in making such payment. 


          5.     Effect
of Redemption. If the Redemption Notice has been mailed as aforesaid, from
and after the Redemption Date (unless the Corporation shall default in
providing money for the payment of the Redemption Price of the shares called
for redemption), dividends on the shares of Series A Preferred Stock so
redeemed shall cease to accrue, and said shares shall no longer be deemed to be
issued and outstanding, and all rights of the holder thereof with respect to
the Series A Preferred Stock (except the right to receive from the Corporation
the Redemption Price) shall cease and terminate. Upon surrender in accordance
with the Redemption Notice of the certificates for any shares of Series A
Preferred Stock so redeemed (properly endorsed or assigned for transfer, if the
Corporation shall so require in the Redemption Notice, by the holder of such
shares of Series A Preferred Stock), the Corporation shall redeem such shares
for the Redemption Price. In case less than all shares represented by any such
surrendered certificate are redeemed, a new certificate shall be issued
representing the unredeemed shares without cost to the holder thereof. 


          6.     Retirement
of Series A Preferred Stock. All Series A Preferred Stock redeemed or otherwise
acquired by the Corporation shall be retired and cancelled and shall resume the
status of authorized and unissued shares of Series A Preferred Stock, but shall
not be reissued, until all shares of Series A Preferred Stock shall have been
redeemed. 


          7.     Redemption
of Less Than All Series A Preferred Stock. If the Corporation shall determine
to redeem less than all shares of Series A Preferred Stock then outstanding
pursuant to Section D.1 above, then the shares to be redeemed shall be selected
pro rata (as nearly as may be) so that the number of shares redeemed from each
holder shall be the same proportion of all 


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the shares to
be redeemed as the total number of shares of Series A Preferred Stock then held
by such holder bears to the total number of shares of Series A Preferred Stock
then outstanding. 


E.       VOTING
RIGHTS. 


          1.     General.
No voting rights are attached to the Series A Preferred Stock other than those
rights (a) to vote on certain transactions, as described in Section E.2 below;
and (b) to vote on certain Charter amendments, as described in Section E.3
below. On any matter on which the holders of Series A Preferred Stock are
entitled to vote as a class (whether as expressly provided herein or as may be
required by law), including any action by written consent, each share of Series
A Preferred Stock shall have one vote per share. With respect to each matter on
which the holders of Series A Preferred Stock are entitled to vote, the holder
of each share of Series A Preferred Stock may designate a number of proxies
equal to the number of votes to which the share is entitled, with each such
proxy having the right to vote a whole number of votes on behalf of such
holder. 


          2.     Corporate
Action. Except as expressly provided herein or as required by law, so long
as any shares of Series A Preferred Stock remain outstanding, the Corporation
shall not and shall not permit any of its Subsidiaries to, without the prior
written consent of the holders of at least sixty-six and two-thirds percent (66
2/3%) of the then outstanding Series A Preferred Stock, voting as a separate
class (each share of Series A Preferred Stock to be entitled to one vote in
each instance), (i) create, incur, assume or permit to exist any Debt, (ii)
create, authorize or issue any class or series of preferred stock that ranks
senior or pari passu to the Series A Preferred Stock as to dividends or
upon liquidation, dissolution or winding up, (iii) while any dividends are
unpaid on the Series A Preferred Stock, make any payment on any common stock or
on any class or series of preferred stock that ranks junior to the Series A
Preferred Stock as to dividends or upon liquidation, dissolution or winding up,
(iv) issue any additional shares of common stock below the then current market
price, other than at the request of any creditor of the Corporation or pursuant
to the issuance of stock upon the exercise of stock options or stock warrants,
or (v) make any payment to any employee or Affiliate of the Corporation other
than in the ordinary course of business or pursuant to past practices; provided,
however, that the prohibitions of this Section 2 shall not apply to to
any Debt, or any refinancing thereof, or preferred stock issued or existing as
of the date of the filing of these Articles. Nothing in this Section E.2 shall
prohibit or limit the Corporation in creating or organizing an Affiliate for
any purpose, including, without limitation, the acquisition of any Person not
engaged in a business similar to any business conducted by the Corporation or
its Subsidiaries. 


                  For
purposes of this Section E.2, the terms set forth below shall have the
following meanings: 


	
 

	
 


	
 

	
a.    “Affiliate”
  shall have the meaning set forth in Rule 12b-2 of the General Rules and
  Regulations promulgated under the Securities Exchange Act of 1934, as
  amended. 


	
 

	
 


	
 

	
b.    “Debt”
  means (a) all obligations for borrowed money other than obligations under the
  Corporation’s senior secured credit facility as in existence on the date
  hereof or as hereafter refinanced, (b) all obligations evidenced by bonds,
  debentures, notes or other similar instruments, (c) all indebtedness of any
  person secured by a lien or encumbrance 





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on all or
  substantially all of the assets or properties of the Corporation, whether or
  not such indebtedness is assumed by the Corporation, and (d) all indebtedness
  of any person guaranteed by the Corporation; provided, that “Debt”
  shall not include obligations or indebtedness incurred by the Corporation or
  its Subsidiaries in the ordinary course of business including, by way of
  example, through premium finance agreements, leasee of real or personal
  property or otherwise, lending agreements, purchase money agreements or
  similar arrangements.


	
 

	
 


	
 

	
c.    “Designated
  Person” shall mean any Person conducting, as one of its primary
  businesses, any business similar to any business conducted by the Company or
  any of its Subsidiaries (other than the Company or any Affiliate). 


	
 

	
 


	
 

	
d.    “Person”
  shall mean an individual, a partnership, a joint venture, a corporation, a
  trust, an unincorporated organization or a governmental entity or any
  department or agency thereof.  


	
 

	
 


	
 

	
e.    “Subsidiary”,
  when used in reference to any other Person, shall mean any corporation of
  which outstanding securities having ordinary voting power to elect a majority
  of the Board of Directors of such corporation are owned directly or
  indirectly by such other Person. 





          3.     Amendments
to Charter. The Corporation shall not amend its Charter or Bylaws without
the approval, by vote or written consent, of the holders of at least sixty-six
and two-thirds percent (66-2/3 %) of the then outstanding shares of Series A
Preferred Stock, voting separately as a class (each such share to be entitled
to one vote in each instance), if such amendment would change any of the
rights, preferences, privileges of or limitations provided for herein for the
benefit of the Series A Preferred Stock or materially adversely affect the
rights of any holder of Series A Preferred Stock. Without limiting the
generality of the preceding sentence, the Corporation shall not amend its
Charter or Bylaws without the approval by the holders of at least sixty-six and
two-thirds percent (66-2/3 %) of the then outstanding Series A Preferred Stock,
voting separately as a class, if such amendment would reduce the amount payable
to the holders of Series A Preferred Stock upon the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation or adversely affect
the dividend rights or redemption rights of the holders of Series A Preferred
Stock. 


F.       NO
DILUTION OR IMPAIRMENT. 


          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 the Series A Preferred Stock
set forth herein, 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 holders of the Series A
Preferred Stock against dilution or other impairment. Without limiting the
generality of the foregoing, the Corporation 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 


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person shall
expressly assume in writing and shall be bound by all the terms of the Series A
Preferred Stock set forth herein. 


G.      NOTICES
OF RECORD DATE. 


	
 

	
 


	
 

	
In the event
  of: 


	
 

	
 


	
 

	
1.    any
  taking by the Corporation of a record of the holders of any class of
  securities for the purpose of determining the holders thereof who are
  entitled to receive any dividend or other distribution, or any right to
  subscribe for, purchase or otherwise acquire any shares of stock of any class
  or any other securities or property, or to receive any other right, or 


	
 

	
 


	
 

	
2.    any
  capital reorganization of the Corporation, any reclassification or
  recapitalization of the capital stock of the Corporation, any merger or
  consolidation of the Corporation, or any transfer of all or substantially all
  of the assets of the Corporation to any other Corporation, or any other
  entity or person, or 


	
 

	
 


	
 

	
3.    any
  voluntary or involuntary dissolution, liquidation or winding up of the
  Corporation, 





               then, and in
each such event, the Corporation shall mail or cause to be mailed to each
holder of Series A Preferred Stock, a notice specifying (a) the date on which
any such record is to be taken for the purpose of such dividend, distribution
or right, (b) the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding up is expected to become effective and (c) the time, if any, that is to
be fixed, as to when the holders of record of Common Stock (or other securities)
shall be entitled to exchange their Common Stock (or other securities) for
securities or other property deliverable upon such reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding up. Such notice shall be mailed at least
twenty (20) days prior to the date specified in such notice on which such
action is to be taken. 


H.
      PUT RIGHTS  


          1.     Grant
of Option Covering Series A Preferred Shares. The Corporation hereby grants to
each holder of Series A Preferred Stock an option to sell to the Corporation,
and the Corporation is obligated to purchase from each such holder under such
option (the “Series A Put Option”), all (or such portion as is
designated by any such holder) of the shares of Series A Preferred Stock then
held by such holder. The Series A Put Option shall be effective at any time or
times after the earliest to occur of any event listed in clause (a), (b), or
(c) below (the “Series A Put Option Period”): 


	
 

	
 

	
 


	
 

	
 

	
a.    the
  fifth anniversary of the date of this Agreement 


	
 

	
 

	
 


	
 

	
 

	
b.    the
  liquidation or dissolution of the Corporation; or 


	
 

	
 

	
 


	
 

	
      c.    a
  merger, consolidation, share exchange or similar transaction involving the
  Corporation or a sale in one or more related transactions of all or
  substantially all of 





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the assets,
  business, or revenue or income generating operations of the Corporation or
  any substantial change in the type of business conducted by the Corporation.





          2.     Put
Price. In the event that any holder of shares of Series A Preferred Stock
exercises the Series A Put Option, the price (the “Put Price”) to be
paid to such holder pursuant to this Agreement shall be cash in the amount
determined by multiplying: (a) the Liquidation Value per share of Series A
Preferred Stock plus accrued and unpaid dividends with respect to such Series A
Preferred Stock, times (b) the number of shares of Series A Preferred Stock for
which the Put Option is being exercised. 


          3.     Exercise
of Series A Put Option. The Series A Put Option may be exercised during the
Series A Put Option Period with respect to all or any portion of the shares of
Series A Preferred Stock of a holder, by such holder giving notice to the
Corporation and each other holder of shares of Series A Preferred Stock during
the Series A Put Option Period of such holder’s election to exercise the Series
A Put Option, and the date of the Put Option Closing (as defined below)
pertaining thereto, which shall be not less than 30 nor more than 60 days after
the date of such notice. The Corporation shall provide each such holder
desiring to exercise its Series A Put Option the name and address of each other
holder of shares of Series A Preferred Stock. Notwithstanding the foregoing, if
a holder of shares of Series A Preferred Stock receives such notice of another
such holder’s exercise of such other holder’s Series A Put Option, the holder
receiving such notice may elect to exercise its Series A Put Option and
designate a Series A Put Option Closing simultaneous and pari passu with that
of such other holder of shares of Series A Preferred Stock. 


          4.     Certain
Remedies. In the event that the Corporation does not pay to any holder of
Series A Preferred Stock on the scheduled date of the Put Option Closing all or
any portion of the Put Price payable with respect to any shares of Series A
Preferred Stock upon exercise of the Series A Put Option, or in the event the
Corporation does not effectuate the Mandatory Redemption on the date set forth
in Section D2 above with respect to any shares of Series A Preferred Stock that
have not been put to the Corporation, then in addition to any other rights or
remedies of a holder, the unpaid portion of the Series A Put Price pertaining
thereto, or the Redemption Price of the shares that have not been put to the
Corporation and have not been mandatorily redeemed by the Corporation, as the
case may be, shall bear interest at the rate of 15% per annum or, if lower, the
highest rate permitted by applicable law. The Corporation shall, upon the
request of any holder of Series A Preferred Stock, execute and deliver to such
holder a promissory note in form and substance satisfactory to such holder
evidencing such obligation, and the Corporation acknowledges that such
promissory note shall be junior only to the Corporation’s then existing senior
secured credit facility. 


          5.     Put
Option Closing. The closing for the purchase and sale of all oar any
portion of the shares of Series A Preferred Stock shall take place at the
office of the Corporation on the date specified in such notice of exercise (a “Put
Option Closing”). At any Put Option Closing, to the extent applicable, each
holder of shares of Series A Preferred Stock shall deliver the certificate or
certificates evidencing the shares of Series A Preferred Stock which are the
subject of such exercise of such holder’s Series A Put Option, duly endorsed in
blank. In consideration therefor, the Corporation shall deliver to the holder the
Series A Put Price that is payable with respect to the exercise, which shall be
immediately due and payable in cash. In the event that a 


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holder of
shares of Series A Preferred Stock exercises its Series A Put Option for less
than all of its shares of Series A Preferred Stock, the Corporation shall
reissue a certificate or certificates to such holder to evidence the shares of
Series A Preferred Stock with respect to which the holder’s Series A Put Option
was not exercised. 


I.        CONVERSION



          Except
as expressly provided in any instrument to the contrary, including but not
limited to any warrant agreement, the shares of Series A Preferred Stock are
not convertible or exchangeable for any other property or securities of the
Corporation. 


          THIRD:          These
Articles Supplementary have been approved by the Board of the Corporation in
the manner and by the vote required by law. 


          FOURTH:      These
Articles Supplementary shall be effective at the time the State Department of
Assessments and Taxation of Maryland accepts these Articles Supplementary for
record. 


          FIFTH:          The
undersigned Chairman and Chief Executive Officer of the Corporation
acknowledges these Articles Supplementary to be the corporate act of the
Corporation and, as to all matters or facts required to be verified under oath,
the undersigned Chairman and Chief Executive Officer acknowledges that to the
best of his knowledge, information and belief, these matters and facts are true
in all material respects and that this statement is made under the penalties
for perjury. 


          IN WITNESS WHEREOF, the Corporation has
caused these Articles Supplementary to be signed in its name and on its behalf
by its Chairman and Chief Executive Officer and witnessed by its Secretary on
December 18, 2006. 


	
 

	
 

	
 

	
 

	
 


	
 

	
BUTLER
  INTERNATIONAL, INC.


	
 

	
 


	
 

	
By: 

	
  /s/ Edward M. Kopko

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Edward M.
  Kopko

	
 


	
 

	
 

	
Chairman and
  CEO

	
 


	
ATTEST:

	
 


	
 

	
 


	


	
 

	
 


	
Secretary

	
 

	
 





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