FOURTEENTH
AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT



                    FOURTEENTH
AMENDMENT AND LIMITED WAIVER, dated as of October 31, 2006, to the Credit
Agreement referred to below (this “Amendment”) among BUTLER INTERNATIONAL, INC., a Maryland corporation
(“Holdings”), BUTLER SERVICE GROUP, INC., a
New Jersey corporation, as Borrower (the “Borrower”); the other Credit Parties
signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation
(in its individual capacity, “GE
Capital”), for itself, as Lender, and as Agent for Lenders (“Agent”) and the other Lenders signatory hereto from time
to time.  


W I T N E S S
E T
H:



                    WHEREAS,
Borrower, the other Credit Parties signatory thereto, Agent, and Lenders
signatory thereto are parties to that certain Second Amended and Restated
Credit Agreement, dated as of September 28, 2001 (including all annexes,
exhibits and schedules thereto, and as amended, restated, supplemented or
otherwise modified from time to time, 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.          Limited
Consent. (i) Borrower has informed Agent that Borrower intends

to issue up to 100,000 shares of
series A preferred Stock (the “Preferred Stock”) and warrants exercisable to purchase an aggregate of up to
6,000,000 shares of common Stock (the “Warrants”) for an aggregate cash consideration of up to
$15,000,000 (the “Preferred Stock Offering”) and it intends to amend its charter documents in order
to provide for and permit such issuance (together with the Preferred Stock Offering, the “Proposed
Transaction”). Borrower has requested that notwithstanding the restrictions of Sections 6.5(b), 6.5(c) and 6,8 of
the Credit Agreement, Agent and
Requisite Lenders consent to the Proposed Transaction.  


                    (ii)          Additionally,
Borrower has informed Agent that Butler of New Jersey Realty Corp. intends to sell the Montvale
Property on or prior to February 28, 2007
(the “Montvale Property sale”). Borrower has requested that
notwithstanding the restrictions of Section 1.3(b)(ii) of the Credit Agreement, Agent and Requisite
Lenders consent to the Montvale Property Sale.


                    (iii)          Notwithstanding
the provisions of Sections 6.5(b), 6.5(c), and 6.8 of the Credit Agreement,
which would otherwise prohibit the Proposed Transaction absent the prior







written consent of Agent and
Requisite Lenders, as of the Amendment Effective Date (as defined below) Agent
and Requisite Lenders hereby consent to the Proposed Transaction; provided,
that notwithstanding Section 1.3(c) of the Credit Agreement, Borrower shall
apply the proceeds of the Preferred Stock
Offering to prepay the Term Loan in the following manner: (a) Borrower shall apply $8,000,000 of the net proceeds of the
Preferred Stock Offering to prepay the Term Loan on or prior to November 30, 2006 (the “Initial
Term Loan Repayment”) and (b) any additional proceeds of the Preferred
Stock Offering in excess of $10,000,000 in the aggregate (inclusive of the
Initial Term Loan Repayment) shall be applied by Borrower to prepay the Term
Loan and; provided, further, that the terms and conditions of the
Proposed Transaction, including the Preferred
Stock, the Warrants and the amendment(s) to Borrower’s charter documents are
satisfactory to Agent in its sole discretion.  



                    (iv)          Notwithstanding
the provisions of Section 1.3(b)(ii) of the Credit Agreement, which would otherwise prohibit the
Montvale Property Sale absent the prior written consent of Agent and Requisite Lenders, as of the Amendment Effective
Date, Agent and Requisite Lenders hereby consent to the Montvale Property
Sale; provided, that upon the occurrence of the Montvale
Property Sale, Borrower shall apply all of the net proceeds thereof to prepay
the Term Loan; provided, further, that the terms and conditions of the Montvale
 Property Sale and all documentation executed and/or delivered in
connection therewith are satisfactory to Agent
in its sole discretion.  



                    3.
          Waiver of
Default Rate. Borrower and the other Credit Parties acknowledge and agree
that Agent provided notice to Borrower that, commencing on April 1, 2006, the
Obligations bore interest at the Default Rate in accordance with Section 1.5(d)
of the Credit Agreement. In consideration for Agent and Lenders entering into this
Amendment, immediately upon the occurrence of the Initial Term Loan Repayment,
Agent and Lenders agree that the Obligations shall bear interest at the rates
set forth in Section 1.5 of the Credit Agreement without reference to the
Default Rate; provided, that Agent’s and Lenders’ agreement to so waive the
Default Rate is without prejudice as to the applicability of such Default Rate
at any future time with respect to any additional Defaults or Events of Default
as more fully set forth in Section 1.5(d) of the Credit Agreement. 



                    4.          Limited
Waiver of 2005 Year End Financial Information Deliverables. Agent and Lenders hereby waive, as of the
Amendment Effective Date, all Defaults and Events of Default arising solely
from Borrower’s failure to comply with its covenants to deliver to Agent and Lenders (i) within 90 days after the end of the
Fiscal Year ended December 31, 2005,
the annual Financial Statements, certifications, statements, reports, letters
and all other documentation required to be delivered pursuant to Section
4.1(a) and clause (d) of Annex E of the Credit Agreement in respect of the Fiscal Year ended
December 31, 2005 (the “2005 Year End Financial Information”),
(ii) within 45 days after the end of each Fiscal Quarter ended March 31, 2006,
June 30, 2006 and September 30, 2006, the
quarterly financial information, certifications, management discussion and
analysis and all other documentation required to be delivered pursuant to
Section 4.1(a) and clause (b) of Annex E of the Credit Agreement in respect of the Fiscal Quarters
ended March 31, 2006, June 30, 2006
and September 30, 2006 (collectively, the “2006 Fiscal Quarter Financial
Information”), and (iii) promptly upon becoming available, any and all
quarterly reports on Form 10-Q filed by any Credit Party with the Securities
and Exchange Commission during the 







period commencing on January
1, 2003 and ending December 31, 2006 and all other documentation required to be delivered pursuant to
Section 4.1(a) and clause
(g) of Annex E of the Credit
Agreement (the “Form 10-Qs”); provided, that Borrower shall be required
to deliver to Agent the 2005 Year End Financial Information, the 2006 Fiscal
Quarter Financial Information and the Form 10-Qs on or prior to January 30,
2007 in accordance with Section 8 of this Amendment; provided, further,
that in accordance with Section l.5(a) of the Credit Agreement, until
the first day of the first calendar month following the delivery of the 2005
Year End Financial Information and the 2006 Fiscal Quarter Financial
Information to Agent demonstrating that such level
shall no longer be required, the level of the Applicable Margins shall be the
highest level set forth in the grid appearing in Section 1.5(a) of the
Credit Agreement. 


                    5.          Amendments
to Article 5 of the Credit
Agreement.


                                 (i)          Section
5.15 of the Credit Agreement is hereby amended and restated as of the Amendment Effective Date as follows:


	
 

	
 


	
 

	
          “5.15
  Issuance of Holdings’ Common Stock. Holdings agrees to issue to GE
  Capital, in the name of CFE, (a) twenty-five thousand shares (25,000) of
  common Stock on
  September 30, 2005, (b) thirty-five thousand shares (35,000) of common Stock
  on December 30, 2005, (c) forty thousand
  shares (40,000) of common Stock on February 28, 2006, (d) ten thousand shares
  (10,000) of common Stock on March 31, 2006 and on each month-end date ending
  thereafter until October 31, 2006 and (e) twenty-five thousand shares (25,000)
  of common Stock on November 30, 2006 and on each month-end date ending
  thereafter until the Commitment Termination Date.”





                                 (ii)          Article
5 of the Credit Agreement is hereby amended as of the Amendment Effective Date
by adding to the end thereof the following two new sections to read as follows:


	
 

	
 


	
 

	
          “5.16
  Credit Commitment. Borrower shall have obtained and delivered to Agent
  or to Agent and Lenders, on or prior to
  January 15, 2007, a copy of a fully executed commitment letter for a
  $60,000,000 revolving credit facility, in form and substance satisfactory to
  Agent, which revolving credit facility shall be utilized to repay in full in
  cash all of the Obligations.


	
 

	
 


	
 

	
          5.17
  Montvale Property. On or prior to November 30, 2006, Borrower shall
  have obtained and delivered to Agent a copy of a fully executed letter of
  intent, reasonably satisfactory in form and substance to Agent, relating to
  the sale of the Montvale Property. On or prior to February 28, 2007,
  Borrower shall have sold the Montvale Property and all proceeds thereof
  shall be applied in accordance with Section 2(iv) of the Fourteenth Amendment to this
  Agreement.”





                    6.          Change
of Corporate
Chief Executive Office. In accordance with Section 6.15 of the Credit
Agreement, Borrower (i) hereby notifies Agent that effective  Nov 1, 2006 it will change its chief executive
office from 101 Summit Avenue, Montvale, NJ 07645 to 200 Las Olas Boulevard, Suite 1730, Ft. Lauderdale, FL 33301 and (ii)
agrees to take any







reasonable action requested by
Agent in connection with the change of Borrower’s chief executive office, including Agent’s request to continue the
perfection of any Liens in favor of Agent, on behalf of Lenders, in any
Collateral.


                    7.           Amendment
to Annex A (Definitions) of the Credit
Agreement. Annex A (Definitions) of the Credit Agreement is hereby
amended as of the Amendment Effective Date by deleting the language “October 31, 2006”
in clause (a) of the definition of “Commitment Termination Date” and substituting in lieu thereof
the language “April 30, 2007.”


                    8.          Amendment
to Annex E (Financial Statements and Projections - Reporting) of the Credit Agreement. Annex E (Financial Statements and
Projections -
Reporting) of the Credit Agreement is
hereby amended as of the Amendment Effective Date by adding to the end thereof
the following new subsection (q):


	
 

	
 


	
 

	
                       
“(q)      Restated
  2004 Audited Financial Statements; 2005 Audited Financial Statements; and
  10-Q Filings. To Agent, on or prior to January 30, 2007, (i) restated audited Financial Statements for Borrower and
  its Subsidiaries for Fiscal Year ended December 31, 2004 (the “Restated
  Financial Statements”), which Restated Financial Statements shall
  be prepared in accordance with GAAP and certified without qualification by an
  independent certified public accounting firm of national standing or
  otherwise acceptable to Agent,
  (ii) the 2005 Year End Financial Information for Borrower and its
  Subsidiaries on a consolidated basis for Fiscal Year ended December 31, 2005,
  which 2005 Year End Financial
  Information shall be prepared in accordance in all respects with subsection
  (d) hereof, (iii) the 2006 Fiscal Quarter Financial Information for Borrower
  and its Subsidiaries, which 2006
  Fiscal Quarter Financial Information, shall be prepared in accordance in all respects with subsection (b)
  hereof and (iv) any and all quarterly reports on Form 10-Q filed by any
  Credit Party with the Securities and Exchange Commission during the period commencing on January 1, 2003
  and ending on December 31, 2006.”





                    9.
         Amendments to Annex G (Financial Covenants) of the
Credit Agreement. Annex G (Financial Covenants) of the Credit
Agreement is hereby amended as of the Amendment Effective Date by:


                                
(i)           amending and restating subsection (d) thereof as follows:


	
 

	
 


	
 

	
                                       
“(d)       Minimum
  Interest Coverage Ratio. Borrower and its Subsidiaries on a consolidated basis shall have at the end of each
  period set forth below, an Interest
  Coverage Ratio of not less than the following:





1.00 for the Fiscal Quarter
ending December 31, 2004; 

1.50 for the Fiscal Quarter ending March 31, 2005; 

2.50 for the Fiscal Quarter ending June 30, 2005; 

3.00 for the Fiscal Quarter ending
September 30, 2005;

3.20 for the Fiscal Quarter ending
December 31, 2005, March 31, 2006, June 30, 2006 and         September 30, 2006; and







1.5 for the Fiscal Quarter ending
December 31, 2006 and each Fiscal Quarter ending thereafter.”


                              
(ii)        amending and restating subsection (e) thereof as
follows:


	
 

	
 


	
 

	
                                “(e)      
Maximum Leverage Ratio. Borrower and its Subsidiaries on a consolidated basis shall have at the end of
  each period set forth below, a Leverage Ratio of not more than the following:





5.30 for the Fiscal Quarter
ending September 30, 2005;

4.10 for the Fiscal Quarter ending
December 31, 2005, March 31, 2006,
June 30,

              2006
and September 30, 2006; and 
5.0 for
the Fiscal Quarter ending December 31, 2006 and each Fiscal Quarter ending thereafter.”


                    10.
         Amendment to Disclosure Schedule 3.8 of the Credit
Agreement. The Credit Agreement
is hereby further amended by deleting Disclosure Schedule 3.8 to the Credit
Agreement in its entirety and substituting in lieu thereof Disclosure Schedule
3.8 annexed hereto.


                    11.
         Representations and Warranties. To induce Agent and Lenders to enter
into this Amendment, each of Holdings and Borrower
makes the following representations and warranties to Agent and Lenders:


                              
(i)         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 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.


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


                              
(iii)        Each of this Amendment and the Amended Credit
Agreement constitutes a legal, valid and binding obligation of 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).







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


                              
(v)
         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 any
Governmental Authority, or before any arbitrator or panel of arbitrators, (a)
which challenges 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.


                              
(vi)
         The representations and warranties of 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 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.


                    12.
         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.


                    13.
         Outstanding Indebtedness; Waiver of Claims.
Each of Borrower and the other Credit
Parties hereby acknowledges and agrees that as of October 29, 2006, the aggregate outstanding
principal amount of (i) the Revolving Loan is $43,062,591.88, (ii) the Term
Loan A is $3,000,000 and (iii) the Term Loan B is $18,000,000, and that such
principal amounts are payable pursuant to the Credit Agreement without defense,
offset, withholding, counterclaim or deduction of any kind. 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 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 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.







                    14.
         Expenses. Borrower and the other Credit Parties hereby reconfirm their
respective obligations pursuant to Sections l.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.


                    15.
         Effectiveness. This Amendment shall be deemed effective as
of the date

hereof (the “Amendment Effective Date”) only upon satisfaction in full
in the judgment of Agent

of each of the following conditions:


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


                                  (ii)
        Payment of Fees and Expenses. Borrower shall have paid to Agent (i) a
non-refundable cash amendment fee in the
aggregate principal amount of $300,000 for the pro rata account
of the Lenders and (ii) all costs, fees and
expenses owing in connection with this Amendment
and the other Loan Documents and due to Agent (including, without limitation, reasonable legal fees and expenses).


                                  
(iii)         Representations and Warranties. The representations and warranties of or
on behalf of the Borrowers and the Credit Parties in this Amendment shall be
true and correct on and as of the 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.


                    16.
         GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED

BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW

YORK.


                    17.
         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]







                    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:

	


	
 

	
 

	



	
 

	
Name: 

	
MARK KOSCINSKI


	
 

	
Title: 

	
VP Controller










	
 

	
 

	
 


	
 

	
GENERAL
  ELECTRIC CAPITAL CORPORATION, as Agent and Lender


	
 

	
 


	
 

	
By:

	


	
 

	
 

	



	
 

	
Name: 

	
STEVEN SANICOLA


	
 

	
Title: 

	
Duly Authorized Signatory













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


	
 

	
 

	
 


	
 

	
BUTLER NEW
  JERSEY REALTY CORP.


	
 

	
 


	
 

	
By:

	


	
 

	
 

	



	
 

	
Name: 

	
MARK KOSCINSKI


	
 

	
Title: 

	
VP Controller







	
 

	
 

	
 


	
 

	
BUTLER
  INTERNATIONAL, INC.


	
 

	
 


	
 

	
By:

	


	
 

	
 

	



	
 

	
Name: 

	
MARK KOSCINSKI


	
 

	
Title: 

	
VP Controller








	
 

	
 

	
 


	
 

	
BUTLER
  SERVICES INTERNATIONAL, INC.


	
 

	
 


	
 

	
By:

	


	
 

	
 

	



	
 

	
Name: 

	
MARK KOSCINSKI


	
 

	
Title: 

	
VP Controller






	
 

	
 

	
 


	
 

	
BUTLER TELECOM, INC.


	
 

	
 


	
 

	
By:

	


	
 

	
 

	



	
 

	
Name: 

	
MARK KOSCINSKI


	
 

	
Title: 

	
VP Controller








	
 

	
 

	
 


	
 

	
BUTLER SERVICES, INC.


	
 

	
 


	
 

	
By:

	


	
 

	
 

	



	
 

	
Name: 

	
MARK KOSCINSKI


	
 

	
Title: 

	
VP Controller








	
 

	
 

	
 


	
 

	
BUTLER UTILITY SERVICE, INC.


	
 

	
 


	
 

	
By:

	


	
 

	
 

	



	
 

	
Name: 

	
MARK KOSCINSKI


	
 

	
Title: 

	
VP Controller