Committee Charters

Rule 4350(H) Committee Charter

The Rule 4350(h) Committee of Butler International, Inc. (the "Company") shall be comprised of one or more directors, each of whom is (i) "independent" under the rules of the Nasdaq Stock Market, Inc., except as permitted by Nasdaq Rule 4350(d) and the Sarbanes-Oxley Act of 2002, and the rules promulgated thereunder, (ii) does not accept any consulting, advisory or other compensatory fee from the issuer other than in his or her capacity as a member of the board of directors of the Company (the "Board") or any committee of the Board, and (iii) is not an "affiliate" of the Company or any subsidiary of the Company, as such term is defined in Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Committee Purposes

The purpose of the Rule 4350(h) Committee is, pursuant to Nasdaq Rule 4350(h), to review all related party transactions for potential conflict of interest situations on an ongoing basis. To carry out its purpose, the Rule 4350(h) Committee shall be responsible for reviewing and, if appropriate, approving all related party transactions required to be disclosed pursuant to SEC Regulation S-K Item 404. Committee review is therefore required of the following transactions, business relationships, and indebtedness, among others, subject to certain exceptions set forth in Item 404:

Item 404(a). Transactions with Management and Others. Any transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $60,000 and in which any of the following persons had, or will have, a direct or indirect material interest.

1. Any director or executive officer of the Company;
2. Any nominee for election as a director;
3. Any security holder who is known to the Company to own of record or beneficially more than five percent of any class of the Company’s voting securities; and
4. Any member of the immediate family of any of the foregoing persons.

Item 404(b). Certain Business Relationships. Any of the following relationships regarding directors or nominees for director:

1. If the nominee or director is, or during the last fiscal year has been, an executive officer of, or owns, or during the last fiscal year has owned, of record or beneficially in excess of ten percent equity interest in, any business or professional entity that has made during the Company’s last full fiscal year, or proposes to make during the Company’s current fiscal year, payments to the Company or its subsidiaries for property or services in excess of five percent of (i) the Company’s consolidated gross revenues for its last full fiscal year, or (ii) the other entity’s consolidated gross revenues for its last full fiscal year;
2. If the nominee or director is, or during the last fiscal year has been, an executive officer of, or owns, or during the last fiscal year has owned, of record or beneficially in excess of ten percent equity interest in, any business or professional entity to which the Company or its subsidiaries has made during the Company’s last full fiscal year, or proposes to make during the Company’s current fiscal year, payments for property or services in excess of five percent of (i) the Company’s consolidated gross revenues for its last full fiscal year, or (ii) the other entity’s consolidated gross revenues for its last full fiscal year;
3. If the nominee or director is, or during the last fiscal year has been, an executive officer of, or owns, or during the last fiscal year has owned, of record or beneficially in excess of ten percent equity interest in, any business or professional entity to which the Company or its subsidiaries was indebted at the end of the Company’s last full fiscal year in an aggregate amount in excess of five percent of the Company’s total consolidated assets at the end of such fiscal year;
4. If the nominee or director is, or during the last fiscal year has been, a member of, or of counsel to, a law firm that the Company has retained during the last fiscal year or proposes to retain during the current fiscal year;
5. If the nominee or director is, or during the last fiscal year has been, a partner or executive officer of any investment banking firm that has performed services for the Company, other than as a participating underwriter in a syndicate, during the last fiscal year or that the Company proposes to have perform services during the current year; or
6. Any other relationships that the Company is aware of between the nominee or director and the registrant that are substantially similar in nature and scope to those relationships listed in paragraphs (b)(1) through (5).

Item 404(c). Indebtedness of Management. Indebtedness of any of the following persons to the Company or its subsidiaries:

1. Any director or executive officer of the Company;
2. Any nominee for election as a director;
3. Any member of the immediate family of the persons specified in paragraph (c)(1) or (2);
4. Any corporation or organization (other than the Company or a majority-owned subsidiary of the Company) of which any of the persons specified in paragraphs (c)(1) or (2) is an executive officer or partner or is, directly or indirectly, the beneficial owner of ten percent or more of any class of equity securities; and
5. Any trust or other estate in which any of the persons specified in paragraph (c)(1) or (2) has a substantial beneficial interest or as to which such person serves as a trustee or in a similar capacity.

Committee Structure and Operations

If there is more than one member of the Committee, one member of the Committee shall be designated as the chairperson. Members of the Rule 4350(h) Committee may participate in a meeting of the Rule 4350(h) Committee by means of conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other. Delegation and Authority

The Rule 4350(h) Committee may, in its discretion, delegate to one or more of its members the authority to review and approve any related party transaction, provided that any such approvals are presented to the Rule 4350(h) Committee at its next scheduled meeting. Members shall serve concurrently with their term as members of the Board to carry out the Committee’s purpose. The Committee shall have access to and support of the Company staff and facilities. Out of pocket expenses shall be subject to the Company’s normal approval process.