HENRY
BROS. ELECTRONICS, INC. AND SUBSIDIARIES





EXHIBIT
3.7


CERTIFICATE
OF AMENDMENT





OF





CERTIFICATE
OF INCORPORATION





OF





HENRY
BROS. ELECTRONICS, INC.





Under Section 242 of the
Delaware General Corporation Law





Henry
Bros. Electronics, Inc., a corporation organized and existing under the laws of
the State of Delaware (the “Corporation”) hereby certifies as
follows:





1.  The
Article Fourth of the Certificate of Incorporation is hereby amended in its
entirety by striking out such Article and inserting in place thereof the
following:





FOURTH:
The corporation shall be authorized to issue an aggregate of 22,000,000 shares
of stock in the following manner:





Class
                    
                    Number of Shares
                    
                    
                    Par ValueCommon
      Stock
                    
                    
                    20,000,000
                    
                    
                    $
                    .01Preferred
      Stock
                    
                    
                    2,000,000
                    
                    
                    $
                    .01





The
designations and the powers, preferences and rights, and the qualifications or
restrictions of the Preferred Stock are as follows:





Shares of
Preferred Stock shall be issued from time to time in one or more series, with
such distinctive serial designations as shall be stated and expressed in the
resolution or resolutions providing for the issue of such shares from time to
time adopted by the board of directors; and in such resolution or resolutions
providing for the issue of shares of each particular series; the board of
directors is expressly authorized to fix the annual rate or rates of dividends
for the particular series; the dividend payment dates for the particular series
and the date from which dividends on all shares of such series issued prior to
the record date for the first dividend payment date shall be cumulative; the
redemption price or prices for the particular series; the voting powers for the
particular series; the rights, if any, of holders of the shares of the
particular series to convert the same into shares of any other series or class
or other securities of the corporation, with any provisions for the subsequent
adjustment of such conversion rights; and to classify or reclassify any unissued
preferred shares by fixing or altering from time to time any of the foregoing
rights, privileges and qualifications.





All
shares of Preferred Stock in any one series shall be identical with each other
in all respects, except that shares of any one series issued at different times
may differ as to the dates from which dividends thereon shall be cumulative; and
all shares of Preferred Stock shall be of equal rank, regardless of the series,
and shall be identical in all respects except as to the particulars fixed by the
board as hereinabove provided or as fixed herein.





2.  The
foregoing amendment has been duly adopted in accordance with the provisions of
Section 242 of the General Corporation law of the State of Delaware by the vote
of a majority of each class of outstanding stock of the Corporation entitled to
vote thereon.





IN
WITNESS WHEREOF, we have signed this Certificate this 11th day of November,
2009.





/s/
      James E. HenryJames
      E. Henry,Chief
      Executive Officer, Treasurer and Vice
Chairman