EXHIBIT 10.35(K) ELEVENTH AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT

  EXHIBIT 10.35 (k)

ELEVENTH AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT

        ELEVENTH AMENDMENT AND LIMITED WAIVER, dated as of September 1, 2005, 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 and to waive certain violations of 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 Waiver .  Agent and Lenders hereby waive, as of the Amendment Effective Date (as defined below), all Events of Default arising solely from Borrower's failure to comply with its covenants to deliver to Agent and Lenders (i) within 45 days after the end of the Fiscal Quarter ended June 30, 2005 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 Quarter ended June 30, 2005 (collectively, the " Second Quarter Financial Information "); provided that Borrower shall be obligated to provide to Agent and Lenders the Second Quarter Financial Information by no later than fourteen (14) days from the Amendment Effective Date.

        3.                  Amendment to Section 5 of Credit Agreement .  Section 5.15 of the Credit Agreement is hereby amended as of the Amendment Effective Date by amending and restating such Section 5.15 in its entirety to read 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 and (d) ten thousand shares (10,000) of common stock on March 31, 2006 and on each month-end date ending thereafter until the Commitment Termination Date."

  EXHIBIT 10.35 (k) (Continued)

         4.                  Amendment to Annex A of the Credit Agreement .  Annex A of the Credit Agreement is hereby amended as of the Amendment Effective Date by:

                (a)       adding the following definition in the appropriate alphabetical order:

"' Eleventh Amendment Effective Date ' means the date on which each of the conditions to effectiveness of the Eleventh Amendment to this Agreement have been satisfied or waived to the satisfaction of the Agent."

                (b)               Annex A of the Credit Agreement is hereby further amended as of the Amendment Effective Date by deleting the language "April 1, 2006" in clause (a) of the definition of " Commitment Termination Date " and substituting in lieu thereof the language "July 1, 2006".

        5.                  Amendment to Annex E of Credit Agreement .  Annex E of the Credit Agreement is hereby amended as of the Amendment Effective Date by adding the following new clause (o) immediately following clause (n) thereof:

            "(o)            Four Week Net Cash Flow Forecast .  To Agent, on or prior to 1:00 p.m. (New York time) on each Thursday beginning on September 15, 2005, an updated four (4) week net cash flow forecast showing Borrower's cumulative actual and forecasted cash receipts and cash disbursements from the Amendment Effective Date, together with the actual variance for such period and such other information as may be reasonably requested by Agent, in form and substance reasonably satisfactory to Agent."

        6.                  Amendment to Annex G of the Credit Agreement .  Annex G of the Credit Agreement is hereby amended as of the Amendment Effective Date by amending and restating clause (e) (Maximum Leverage Ratio) in its entirety to read 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 and each Fiscal Quarter ending thereafter."

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EXHIBIT 10.35 (k) (Continued)

        7.                  Affirmative Covenant .  Within thirty (30) days of the Amendment Effective Date, Borrower and the Credit Parties agree that Butler of New Jersey Realty Corp., a New Jersey corporation (" Butler NJ Realty "), shall deliver to Agent, Landlord's agreement and consent for that certain real property located at 200 East Las Olas Boulevard, Suite 1730, Fort Lauderdale, FL 33031 as required pursuant to Section 5.9 of the Credit Agreement, in form and substance reasonably satisfactory to Agent.

        8.                  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:

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