Exhibit
            10.1


            EXECUTION
            COPY


            SECOND
            AMENDMENT TO

            THIRD AMENDED AND RESTATED CREDIT AGREEMENT


            
                                SECOND
            AMENDMENT, dated as of February 28, 2008 to the Credit Agreement referred to below
            (this “Amendment”), by and among BUTLER SERVICE GROUP, INC., a New
            Jersey corporation, as the Borrower (the “Borrower”), the other
            Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
            corporation, for itself, as Lender, and as Agent for Lenders (in such capacity, the
            “Agent”) and the other Lenders signatory hereto.


            W I
            T N E S S E T H:


            
                                WHEREAS,
            the Borrower, the other Credit Parties signatory thereto, Agent, and Lenders signatory
            thereto are parties to that certain Third Amended and Restated Credit Agreement, dated
            as of August 29, 2007, as amended on February 1, 2008 (including, all annexes, exhibits
            and schedules thereto, and as amended, supplemented or otherwise modified from time to
            time prior to the date hereof, the “Credit Agreement”);
            and


            
                                WHEREAS,
            Agent and Lenders have agreed to amend the Credit Agreement in the manner and on the
            terms and conditions provided for herein.


            
                                NOW
            THEREFORE, in consideration of the premises and for other good and valuable
            consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged,
            the parties hereby agree as follows:


            
                                
            1.          Definitions.
            Capitalized terms not otherwise defined herein shall have the meanings ascribed to them
            in Annex A of the Credit Agreement.


            
                                
            2.          Amendments to Credit
            Agreement. Annex A of the Credit Agreement is hereby amended as of the
            Second Amendment Effective Date by:


            
                                 
                       (a)          adding
            the following definition in the appropriate alphabetical order:


            
                                
                                       
            Second Amendment Effective Date” means February 28, 2008.


            
                               
                        
            (b)          deleting the language
            “February 29, 2008” in clause (a) of the definition of
            “Commitment Termination Date” and substituting in lieu thereof the
            language “April 14, 2008”; and


            
                               
                        
            (c)          deleting clause
            (a) of the definition of “Reserves” in its entirety and
            substituting in lieu thereof the following text: “(a) a reserve for the face
            amount of all Letters of Credit issued hereunder as in effect on the Second Amendment
            Effective Date,”.


            
                                
            3.          Payment of Default
            Rate. The Borrower and the other Credit Parties acknowledge and agree that Agent
            provided notice to the Borrower that, commencing on January

            


            

            


            As of February 28, 2008

            Page 2 of 7


            3, 2008, all outstanding
            Obligations bore interest at the Default Rate in accordance with Section 1.5(d)
            of the Credit Agreement through the date hereof, all of which interest shall be due and
            payable in cash on the Commitment Termination Date; provided, that the
            Default Rate interest due on the date hereof shall be waived if the Borrower pays in
            full in cash on the Commitment Termination Date all then outstanding Obligations
            (including, without limitation, cash collateralizing all outstanding Letters of Credit
            in accordance with the terms of Section 1.2 and Annex B, clause (c) of
            the Credit Agreement), together with interest, fees, expenses, attorneys fees and any
            other charges hereafter accruing through the date of payment, under the Loan Documents;
            provided, further, that to the extent all outstanding Obligations are not
            paid in full on or prior to the Commitment Termination Date, all outstanding
            Obligations shall continue to bear interest at the Default Rate until such Obligations
            are paid in full.


            
                                
            4.          Representations and
            Warranties. To induce Agent and Lenders to enter into this Amendment, each of the
            Borrower and Credit Parties make the following representations and warranties to Agent
            and Lenders:


            
                                              (a)          The
            execution, delivery and performance of this Amendment and the performance of the Credit
            Agreement, as amended by this Amendment (the “Amended Credit
            Agreement”) by the Borrower and the other Credit Parties: (a) is within such
            Person’s organizational power; (b) has been duly authorized by all necessary or
            proper corporate and shareholder action; (c) does not contravene any provision of such
            Person’s charter or bylaws or equivalent organizational documents; (d) does not
            violate any law or regulation, or any order or decree of any court or Governmental
            Authority; (e) does not conflict with or result in the breach or termination of,
            constitute a default under or accelerate or permit the acceleration of any performance
            required by, any indenture, mortgage, deed of trust, lease, agreement or other
            instrument to which such Person is a party or by which such Person or any of its
            property is bound; (f) does not result in the creation or imposition of any Lien upon
            any of the property of such Person other than those in favor of Agent pursuant to the
            Loan Documents; and (g) does not require the consent or approval of any Governmental
            Authority or any other Person.


            
                                              (b)          This
            Amendment has been duly executed and delivered by or on behalf of each of the Borrower
            and the other Credit Parties.


            
                                              (c)          Each
            of this Amendment and the Amended Credit Agreement constitutes a legal, valid and
            binding obligation of the Borrower and each of the other Credit Parties party thereto,
            enforceable against each in accordance with its terms, except as enforceability may be
            limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar
            laws affecting creditors’ rights generally and by general equitable principles
            (whether enforcement is sought by proceedings in equity or at law).


            
                                              (d)          No
            Default or Event of Default has occurred and is continuing after giving effect to this
            Amendment.


            
                                              (e)          No
            action, claim, lawsuit, demand, investigation or proceeding is now pending or, to the
            knowledge of any Credit Party, threatened against any Credit Party, at law, in equity
            or otherwise, before any court, board, commission, agency or instrumentality
            of

            


            

            


            As of February 28, 2008

            Page 3 of 7


            any Governmental Authority, or
            before any arbitrator or panel of arbitrators, (a) which challenges the
            Borrower’s or, to the extent applicable, any other Credit Party’s right,
            power, or competence to enter into this Amendment or perform any of their respective
            obligations under this Amendment, the Amended Credit Agreement or any other Loan
            Document, or the validity or enforceability of this Amendment, the Amended Credit
            Agreement or any other Loan Document or any action taken under this Amendment, the
            Amended Credit Agreement or any other Loan Document or (b) which if determined
            adversely, is reasonably likely to have or result in a Material Adverse Effect. To the
            knowledge of Holdings or Borrower, there does not exist a state of facts which is
            reasonably likely to give rise to such proceedings.


            
                                             (f)          The
            representations and warranties of the Borrower and the other Credit Parties contained
            in the Credit Agreement and each other Loan Document shall be true and correct on and
            as of the Second Amendment Effective Date and the date hereof with the same effect as
            if such representations and warranties had been made on and as of such date, except
            that any such representation or warranty which is expressly made only as of a specified
            date need be true only as of such date.


            
                                5.          
            No Other Amendments/Waivers. Except as expressly amended herein, the Credit
            Agreement and the other Loan Documents shall be unmodified and shall continue to be in
            full force and effect in accordance with their terms. In addition, this Amendment shall
            not be deemed a waiver of any term or condition of any Loan Document and shall not be
            deemed to prejudice any right or rights which Agent, for itself and Lenders, may now
            have or may have in the future under or in connection with any Loan Document or any of
            the instruments or agreements referred to therein, as the same may be amended from time
            to time.


            
                                6.          
            Outstanding Indebtedness; Waiver of Claims. Each of the Borrower and the other
            Credit Parties hereby acknowledges and agrees that as of February 28, 2008, the
            aggregate outstanding principal amount of the Revolving Loan is $32,683,174 and the
            aggregate outstanding Letters of Credit Obligations is $3,845,844, and that such
            principal amounts are payable pursuant to the Credit Agreement without defense, offset,
            withholding, counterclaim or deduction of any kind. The Borrower and each other Credit
            Party hereby waives, releases, remises and forever discharges Agent, Lenders and each
            other Indemnified Person from any and all claims, suits, actions, investigations,
            proceedings or demands arising out of or in connection with the Credit Agreement
            (collectively, “Claims”), whether based in contract, tort, implied
            or express warranty, strict liability, criminal or civil statute or common law of any
            kind or character, known or unknown, which the Borrower or any other Credit Party ever
            had, now has or might hereafter have against Agent or Lenders which relates, directly
            or indirectly, to any acts or omissions of Agent, Lenders or any other Indemnified
            Person on or prior to the date hereof; provided, that neither the Borrower nor
            any other Credit Party waives any Claim solely to the extent such Claim relates to the
            Agent’s or any Lender’s gross negligence or willful misconduct.


            
                                7.          
            Amendment Fee. The Borrower and the other Credit Parties hereby jointly and
            severally agree to pay to the Agent, for the ratable benefit of the Lenders, an
            amendment fee in the aggregate amount of $450,000, which shall be fully earned on the
            Second Amendment Effective Date (the “Amendment Fee”);
            provided, that such Amendment Fee shall be due and payable in weekly
            installments in the amount of $75,000 by not later than 5:00 P.M.

            


            

            


            As of February 28, 2008

            Page 4 of 7


            (New York time) commencing on
            March 7, 2008 and each Friday thereafter, together with interest, fees, expenses,
            attorneys fees and any other charges hereafter accruing through the date of payment,
            under the Loan Documents.


            
                                8.          
            Expenses. The Borrower and the other Credit Parties hereby reconfirm their
            respective obligations pursuant to Sections 1.9 and 11.3 of the Credit
            Agreement to pay and reimburse Agent, for itself and Lenders, for all reasonable costs
            and expenses (including, without limitation, reasonable fees of counsel) incurred in
            connection with the negotiation, preparation, execution and delivery of this Amendment
            and all other documents and instruments delivered in connection herewith.


            
                                9.          
            Effectiveness. This Amendment shall be deemed effective as of the date hereof
            (the “Second Amendment Effective Date”) only upon satisfaction in
            full in the judgment of Agent of each of the following conditions:


            
                                             (a)          
            Amendment. Agent shall have received five (5) original copies of this Amendment
            duly executed and delivered by Agent, the Lenders, the Borrower and the other Credit
            Parties.


            
                                             (b)          
            Payment of Fees and Expenses. The Borrower shall have paid to Agent all
            documented costs, fees and expenses owing to Agent in connection with this Amendment
            and the other Loan Documents (including, without limitation, reasonable legal fees and
            expenses).


            
                                             (c)          
            Representations and Warranties. The representations and warranties of or on
            behalf of the Borrower and the Credit Parties in this Amendment shall be true and
            correct on and as of the Second Amendment Effective Date and the date hereof, except
            that any such representation or warranty which is expressly made only as of a specified
            date need be true only as of such date.


            
                                10.        
            GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED IN
            ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


            
                                11.        
            Counterparts. This Amendment may be executed by the parties hereto on any number
            of separate counterparts and all of said counterparts taken together shall be deemed to
            constitute one and the same instrument.


            [SIGNATURE
            PAGES FOLLOW]

            


            

            


            As of February 28, 2008

            Page 5 of 7


            
                                IN
            WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
            delivered as of the day and year first above written.


            	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        BUTLER SERVICE
                        GROUP, INC., as Borrower

                    
	
                         

                    	
                    
	
                         

                    	
                        By:

                    	
                        
                        /s/
                        Mark
                        Koscinski

                    
	
                         

                    	
                         

                    	
                        

                    
	
                         

                    	
                        Name:

                    	
                        
                        Mark
                        Koscinski

                    
	
                         

                    	
                         

                    	
                        

                    
	
                         

                    	
                        Title:
                              SVP & CFO

                    
	
                         

                    	
                         

                    	
                        

                    


            

            


            

            


            As of February 28, 2008

            Page 6 of 7


            	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        GENERAL ELECTRIC
                        CAPITAL CORPORATION, as Agent and Lender

                        

                        

                    
	
                         

                    	
                        By:

                    	
                         /s/
                        Robert A.
                        Miller

                    
	
                         

                    	
                         

                    	
                        

                    
	
                         

                    	
                        Name:

                    	
                        
                        Robert A.
                        Miller

                    
	
                         

                    	
                         

                    	
                        

                    
	
                         

                    	
                        
                                           Title:
                        Duly Authorized Signatory

                    


            

            


            

            


            As of February 28, 2008

            Page 7 of 7


            
                                The
            following Persons are signatories to this Amendment in their capacity as Credit Parties
            and not as the Borrower.


            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.


            	
                         

                    	
                         

                    	
                         

                    
	
                        By:

                    	
                        
                        /s/ Mark
                        Koscinski

                    	
                         

                    
	
                         

                    	
                        

                    	
                         

                    
	
                        Name:  Mark
                        Koscinski

                    	
                         

                    
	
                        
                        Title:    SVP
                        & CFO