Unassociated Document


    Exhibit
10.3

    


    


    as of
March 24, 2009

    


    
      Butler
Service Group, Inc.

    

    110
Summit Avenue

    Montvale,
NJ 07645

    


    Attn: Ron
Uyematsu

    


     

    Re:           Extension of Obligations
under Side Letter

     

    Ladies
and Gentlemen:

     

    Reference
is made to that certain (i) Third Amended and Restated Credit Agreement, dated
as of August 29, 2007 (including, all annexes, exhibits and schedules thereto,
and as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”),
by and among Butler Service Group, Inc. (the “Borrower”), the other
Credit Parties signatory thereto (the Credit Parties together with the Borrower,
individually and collectively “You” or “Your”), General
Electric Capital Corporation (“GECC”), as a Lender
and Agent for Lenders (in such capacity, the “Agent”), and the
other Lenders signatory thereto from time to time, (ii) Forbearance Agreement,
dated as of March 20, 2009, by and among the Borrower, the other Credit Parties
signatory thereto and Agent (as amended, supplemented or otherwise modified from
time to time, the “Forbearance
Agreement”) and (iii) Side Letter, dated March 20, 2009, by and among the
Borrower, the other Credit Parties signatory thereto and the Agent (the “Side
Letter”).  Unless otherwise defined herein, capitalized terms
used herein shall have the respective meanings provided in the Credit
Agreement.

     

    In
accordance with the Side Letter, the Agent hereby agrees, in its sole
discretion, to extend the date by which You are required to deliver to Agent a
fully executed participation agreement, in form and substance satisfactory to
Agent, by and between GECC, as seller, and Koosharem Corporation d/b/a Select
Staffing (or an Affiliate thereof), as buyer (the “Participation
Agreement”) until March 27, 2009 (or such later date as may be agreed to
by Agent in its sole discretion).

     

    This
letter shall constitute a Loan Document under the Credit
Agreement.  Failure to deliver the Participation Agreement in
accordance with the preceding paragraph shall constitute an Event of Default
under Section 9
of the Forbearance Agreement.

     

    This
letter shall be governed by, and construed and interpreted in accordance with,
the laws of the State of New York without regard to choice or conflict of law
principles thereof.  No party may assign its rights, duties or
obligations under this letter without the prior written consent of the other
parties.  This letter may be executed in any number of separate
counterparts, each of which shall, collectively and separately, constitute one
agreement. Any amendments to this letter shall be made in writing and signed by
the parties hereto.  The undersigned parties have signed below to
indicate their consent to be bound by the terms and conditions of this
letter.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Please
indicate Your acceptance of and agreement to the foregoing by signing and
returning, by facsimile, the enclosed copy of this Agreement to General Electric
Capital Corporation, Attention: Jim Kaufman.

    
      
        
          	 	 	 
	 	 	 
	 	 	 
	 	Very
      truly yours,	 
	 	 	 
	 	GENERAL
      ELECTRIC CAPITAL CORPORATION, as Agent	 
	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Jim
      Kaufman	 
	 	 	Title: Jim
      Kaufman	 
	 	 	 	 
	 	 	 	 


        

      

                                  

    

    AGREED TO
AND ACCEPTED AS OF

    THIS
26th
DAY OF MARCH, 2009.

    


    BUTLER
SERVICE GROUP, INC.

    
      
        	 	 	 	 	 	 
	By:
      	
                /s/
      Gerald
      P. Simone

              	 	 	
                 

              	 
	 	 	 	 	 	 
	Name: 	
                Gerald P. Simone

              	 	 	
                 

              	 
	 	 	 	 	 	 
	Title:	
                
                  SVP
      Finance and Accounting

                

              	 	 	
                 

              	 


      

    

     

     

     

    BUTLER
INTERNATIONAL, INC.

    BUTLER
SERVICES INTERNATIONAL, INC.

    BUTLER
TELECOM, INC.

    BUTLER
PUBLISHING, INC.

    BUTLER OF
NEW JERSEY REALTY CORP.

    BUTLER
SERVICES, INC.

    BUTLER
UTILITY SERVICE, INC.

    BUTLER
RESOURCES, LLC

    
      
        
          	 	 	 	 	 	 
	By:
      	
                  /s/
      Gerald P. Simone

                	 	 	
                   

                	 
	 	 	 	 	 	 
	Name: 	
                  Gerald P. Simone

                	 	 	
                   

                	 
	 	 	 	 	 	 
	Title:	
                  SVP
      Finance & Accounting