AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT

Exhibit 2.3

AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT

AMENDMENT NO. 2, dated June 12, 2009 (this “ Amendment ”) to the ASSET PURCHASE AGREEMENT (as amended, the “ Purchase Agreement ”), dated as of May 29, 2009, as amended by Amendment No. 1 to the Purchase Agreement, dated June 11, 2009, in each case, by and among Butler International, Inc, a Maryland corporation (“ Butler ”), the Sellers set forth on the signature page thereto (collectively with Butler, the “ Sellers ”) and Butler America LLC, a Delaware limited liability company (“ Buyer ”).

RECITALS

WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement; and

WHEREAS, the parties to the Purchase Agreement have determined that it is advisable to further amend the Purchase Agreement; and

WHEREAS, Section 13.4 of the Purchase Agreement provides that the Purchase Agreement may be amended by execution of a written instrument executed by the parties thereto.

NOW, THEREFORE, in consideration of the foregoing premises, and the agreements, covenants, representations and warranties contained in the Purchase Agreement and herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged and accepted, the parties, intending to be legally bound, hereby agree as follows:

1.           Section 1.3.3 of the Purchase Agreement is hereby amended by amending and restating such section in its entirety so that, as amended and restated, it shall read as follows: