SENIOR MANAGEMENT EMPLOYMENT AGREEMENT

SENIOR MANAGEMENT

EMPLOYMENT AGREEMENT

Employment Agreement (hereinafter called “Agreement”) made as of this 31 ^st day of October, 2008, between Butler International, Inc., (hereinafter called “Employer”) and Gerald Simone (hereinafter called “Employee”). Employer and Employee agrees as follows:

(a)         to devote his/her entire skill, labor and attention to Employer’s business and to promptly perform all services pertaining to Employee’s position;

(b)        that Employer may set-off against any wages or other compensation due the Employee any amounts owed by the Employee to the Employer;

(c)         that Employee will not knowingly use any trade secret, confidential information, or other intellectual property right of another in the performance of the Employee’s duties for Employer; and

(d)        that there is no written or oral contract or any other impediment that would in any way inhibit or otherwise prohibit Employee’s employment hereunder.

2.          If Employer pays Employee a monthly car allowance, it will be subject to payroll deductions and federal, state and local income tax withholding. The car allowance covers all costs for use of Employee’s car on Employer’s business including for example repairs, insurance and depreciation except fuel costs. Fuel costs incurred on company business is the sole additional expense reimbursable by Employer at a rate to be determined from time to time by Employer. The car allowance shall be prorated for partial months of employment and is not payable during the employment termination notice period referenced in clause seven (7) below.

3.          Subject to applicable law, Employee for a period of one (1) year from the date of termination of this Agreement, either directly or indirectly, for his own purposes or those of another person or entity:

(a)         will not solicit business similar to that of Employer’s from Employer’s clients that Employee may have contacted or been assigned to at any time during employment with Employer; and

(b)        will not contact or approach, any employee and/or consultant of Employer including staff and billable employees for the purpose of attempting to or actually soliciting or hiring that person.

Employee agrees that should Employer seek to enforce or determine its rights under this clause three (3) because of an act of the Employee that the Employer believes to be in violation of this clause, the one-year time period stated above shall be extended by the time necessary to obtain judicial enforcement of the Employer’s rights hereunder. Should a court of competent jurisdiction determine that this Clause three (3) is unenforceable, the parties agree that this clause three (3) shall be enforced to the maximum extent permitted by law. Employee agrees that sections three (a) and three (b) are separate and distinct promises and that unenforceability of one has no effect on the enforceability of the other.

4.      Employee agrees that any inventions, discoveries, improvements, or works which are conceived, developed, suggested by, or created in anticipation of, in the course of or related to Employer’s business including work done by the Employee and all corresponding patents or copyrights shall become the absolute property of the Employer.

Employee agrees that all information of a technical or business nature, such as know-how, trade secrets, business plans, data, programs, processes, techniques, software, customer contacts, customer lists, customer information, financial information, employee information, employment candidate information, inventions, discoveries, formulae, patterns, and devices (collectively the “Confidential Information”) acquired by Employee in the course of his/her employment is valuable proprietary and confidential information of Employer. Employee agrees that such Confidential Information, whether in written, verbal or model form, shall be maintained in strict confidence and shall not be disclosed to anyone outside the employment of Employer without Employer’s express written consent

Employee further agrees not to utilize or make available any such knowledge or information either directly or indirectly in connection with the establishment of an enterprise similar to that of the Employer or which will compete with Employer, or in connection with the solicitation, acceptance, or conduct of employment with any other employer. Employee is not, however, prohibited from utilizing the knowledge and information gained from his/her general experience obtained prior to or during his/her employment with Employer.

Upon termination of Employee’s employment, Employee shall immediately return and deliver to Employer all information and property of Employer. Employee shall not retain any originals or copies of any Employer information or property including for example, books, papers, price lists, customer contracts, financial information, employee and candidate information, bids, customer lists, files, notebooks or any documents, property, or information containing any Confidential Information or information that otherwise relates to Employer’s business.

Employee agrees not to defame, disparage or demean Employer, Employer’s officers or directors in any manner whatsoever, except Employee may make truthful statements required by legal process issued by a court or tribunal of competent jurisdiction.

5.          Employee acknowledges that his breach of clauses 3 and/or 4 may result in irrepar