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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~December~~January 196, ~~2007~~2009 (December 1331, ~~2007~~ 2008)

BUTLER INTERNATIONAL, INC.

(Exact name of Registrant as specified in Charter)


MARYLAND	0-14951	06-1154321
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

~~110 Summit~~200 ~~Avenue~~E. Las Olas Boulevard, ~~Montvale~~Suite 1730A, ~~New~~Fort ~~Jersey~~Lauderdale, ~~07645~~ Florida 33301

(Address of Principal Executive Offices/Zip Code)

Registrant’s telephone number, including area code: (~~201~~954) ~~573~~761-~~8000~~2200

Registrant’s telephone number, including area code:

Not Applicable

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~TABLE OF CONTENTS~~____________________________________________________________________________________________

INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 1.01 Entry Into a Material Definitive Agreement

SIGNATURE

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On December 1331, ~~2007 Registrant’s wholly-owned subsidiary~~2008, Butler of ~~New~~Service ~~Jersey~~Group, ~~Realty Corp~~Inc., (“~~Seller~~BSG”), ~~entered~~and ~~into~~its anaffiliates, ~~Agreement~~including ~~of Purchase~~the ~~and~~Registrant ~~Sale~~entered ~~(“Agreement”)~~into ~~for~~a ~~the~~Seventh ~~sale~~Amendment ofto ~~its~~Second ~~Montvale~~Lien ~~New Jersey~~Credit ~~property~~Agreement, (“~~Property~~Seventh Amendment”). ~~Upon~~with ~~execution~~Monroe ofCapital ~~the~~Management ~~Agreement~~Advisors, ~~the Buyer deposited $1~~LLC,~~000,000,~~ ~~which is being held~~ in ~~escrow~~its byindividual ~~the~~capacity ~~Seller’s attorneys.~~and ~~One~~as ~~half~~agent offor ~~the~~Garrison ~~deposit~~Funding ~~may~~2008-1 beLtd., ~~used~~and asMC ~~liquidated~~Funding ~~damages in the~~Ltd. ~~event~~ (collectively, ~~of Buyer’s breach of the Agreement~~“Monroe”). The ~~principal~~ terms of ~~this transaction~~the ~~follow:~~Seventh ~~The~~Amendment ~~Agreement provides~~provide, among other ~~things~~matters, ~~that~~as ~~the~~follows: ~~Buyer has until January 14, 2008~~ (~~“Mortgage Contingency Period”~~i) ~~to secure a mortgage commitment for a mortgage loan for~~ the ~~acquisition~~Interest ofPayment ~~the~~Date ~~Property. The~~(as ~~Buyer~~defined) ~~has~~on ~~committed~~BSG’s ~~that~~existing ifLIBOR aLoan ~~lender so requires the Buyer~~ will ~~make~~be aextended ~~down payment~~ from ~~its~~January ~~own~~2, ~~funds~~2009 ofto upMarch to1, $42009 ,~~000,000~~ ~~towards~~(ii) ~~the~~no ~~mortgage~~principal ~~commitment. The~~payment ~~Purchase~~will ~~Price~~be ofdue ~~the~~on ~~property~~January is2, $92009,~~350,000.~~ ~~The Agreement provides for a closing date~~ (~~“Closing Date”~~iii) ofMonroe ~~one~~will ~~month~~until ~~after~~March ~~the~~1, ~~Mortgage Contingency~~2009, ~~Period.~~or ~~During~~ the ~~Mortgage~~date ~~Contingency~~upon ~~Period the Seller may decide to terminate the Agreement at~~ which ~~point the Buyer may waive the mortgage contingency and purchase the Property without~~ a ~~financing~~Forbearance ~~contingency.~~Default ~~Should the~~(as ~~Buyer~~defined) ~~not waive the mortgage contingency~~occurs, ~~the~~forbear ~~Agreement~~from ~~provides that~~ the ~~Seller~~ ~~may~~exercise ~~return the deposit and the parties have no further obligations under the Agreement. As part~~ of ~~the~~any ~~Agreement, the Seller has retained rights to approximately six (6) acres~~ of ~~undeveloped land that is part of the parcel being sold. To secure~~ its rights ~~to this six (6) acres, the Seller has negotiated the terms of a ninety-nine year Ground Lease~~ and ~~has~~remedies ~~secured~~arising ~~its~~out ~~right in this six~~of ~~(6)~~ certain ~~acres~~Events ~~by allowing for an application for a subdivision to the Borough~~ of ~~Montvale~~ ~~New~~Default ~~Jersey~~(as ~~whereupon~~defined), ~~these six~~ (6iv) ~~acres~~compliance ~~would~~with becertain ~~separated~~financial ~~from~~covenants the main parcel and become a legally separate subdivided parcel. The Seller has negotiated an Access Easement Agreement for access over the front parcel to the public street to permit reasonable development of the rear parcel. The Access Easement Agreement will be ~~entered~~waived ~~into~~until ~~upon~~January ~~the anticipated Closing. Subsequent to the Closing the Seller’s affiliate will lease from the Buyer approximately 11~~14,~~500~~ ~~square feet of office space for a period of seven years at an annual base rent of $183~~2009,~~000,~~ ~~pursuant to the terms~~ and ~~conditions~~(v) ofall ~~an Office~~parties ~~Lease~~agree ~~Agreement.~~to Asnegotiate ~~part~~in ofgood ~~the~~faith ~~Agreement,~~certain ~~the~~financial ~~Seller~~covenants ~~agrees~~prior to ~~provide property~~January ~~management services to the Buyer subsequent to the Closing which Agreement is terminable by the Seller upon sixty (60) days notice~~15, ~~or immediately if the Seller’s affiliate terminates its tenancy under the Office Lease Agreement~~2009. In Ifconnection ~~the~~with ~~property~~effectiveness ~~management~~of ~~agreement ends then~~ the ~~annual~~ ~~base~~Seventh ~~rent~~Amendment, ~~under~~BSG ~~the~~paid ~~Office~~to ~~Lease~~Monroe ~~Agreement will increase by~~ $50200,000 ~~per annum.~~in ~~Should~~payment ~~the sale~~ of ~~the~~certain ~~property~~outstanding ~~occur,~~expenses ~~the~~and ~~Company’s debt will decrease by approximately $10,000,000~~fees.

~~Copies~~The offoregoing ~~the~~description ~~Agreement~~ of ~~Purchase and Sale and~~ the ~~Form~~Seventh ofAmendment ~~Office Lease~~is ~~Agreement~~not, ~~are~~and ~~attached~~does asnot ~~Exhibits~~purport ~~10.1 and 10.2~~ to ~~this report~~be, complete and ~~the summary above~~ is qualified in its entirety by reference to ~~the~~a ~~entire~~copy ~~documents.~~of Nothe ~~material~~Seventh ~~relationship exists~~Amendment ~~between~~filed ~~the~~as ~~Registrant,~~Exhibit ~~the~~10.1 ~~Seller,~~hereto and ~~their~~incorporated ~~respective~~herein ~~affiliates,~~in ~~and~~its ~~the Buyer~~entirety by this reference.

ITEM 2.03

CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The information set forth under Item 1.01 of this report is incorporated herein by reference.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(da) ~~Exhibits~~Not applicable.

(b)

Not applicable.

	(c)	Not applicable.

	(d)	The exhibits listed below are being furnished pursuant to Item 9.01.

Exhibit Number

Description

10.1 ~~Agreement~~Seventh ofAmendment ~~Purchase~~to ~~and~~Second ~~Sale~~Lien ~~between~~Credit ~~Butler~~Agreement ofdated ~~New~~as ~~Jersey~~of ~~Realty~~December ~~Corp.~~31, ~~and~~2008 ~~Jong~~by ~~P. Lim~~ and ~~Young~~among ~~H. Lim~~BSG, ~~dated~~certain ~~December~~of ~~13,~~its ~~2007~~affiliates and Monroe.

~~10.~~2 ~~Form of Office Lease Agreement to be executed at Closing~~

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~December~~January 196, ~~2007~~2009 BUTLER INTERNATIONAL, INC.

By:/s/ ~~Mark~~Gerald ~~Koscinski~~P. Simone

~~Mark~~Gerald ~~Koscinski~~P. ~~Chief Financial OfficerPrincipal Financial Officer~~Simone

4SVP, Finance & Accounting

BUTLER INTERNATIONAL, INC.

EXHIBIT LIST

Exhibit Number

Description

~~10.2 Form of Office Lease Agreement to be executed at Closing~~4

Filing Compare · BUTLER INTERNATIONAL INC /MD/