Exhibit 4.12
**HALIFAX CORPORATION**
**AMENDMENT TO 7% SUBORDINATED DEBENTURE**
     THIS AGREEMENT is made and entered into, effective for all purposes and in all respects as ofthe 29th day of June 2005 by and between (i) HALIFAX CORPORATION, a Virginia corporation(the “Company”) and (ii) Nancy Morrison Scurlock (“Scurlock”).
WITNESSETH
     WHEREAS, the Company is indebted to Scurlock (pursuant to the Assignment of SubordinatedDebenture dated as of October 18, 2004 by and between the Nancy M. Scurlock Trust, dated December9, 2003 and Scurlock) in the modified principal amount of Two Hundred Thousand Dollars ($200,000),with interest thereon pursuant to the 7% Subordinated Debenture dated January 27, 1998 and modifiedon August 7, 2003 and September 30, 2003 (the “Debenture”);
     WHEREAS, the Subordination Agreement, dated March 6, 2002, by and among the Company, ResearchIndustries and Provident Bank (successor by merger to Southern Financial Bank) (the “SubordinationAgreement”) subordinates the Debenture to the Senior Loan Facility (as defined below) and prohibitsrepayment of principal of the Debenture while the Senior Loan Facility is outstanding without priorapproval from the Company’s lender under the Senior Loan Facility;
     WHEREAS, in order to correct the inherent inconsistencies between the Debenture and theSubordination Agreement, the Company and Scurlock wish to extend the maturity date of the Debentureto July 1, 2007, which date is the next day immediately succeeding the expiration of the Amendedand Restated Loan and Security Agreement, dated as of November 8, 2004, by and between the Company,Halifax Engineering, Inc., a Virginia corporation, Microserv LLC, a Delaware limited liabilitycompany and Halifax AlphaNational Acquisition, Inc., a Delaware corporation, and Provident Bank, aMaryland banking corporation, of Baltimore, Maryland, and the successor by merger to SouthernFinancial Bank which Amended and Restated Loan and Security Agreement combines, amends and replacesthe Security Agreement dated as of March 6, 2002, Change in Terms Agreements dated as of March 12,2002 and April 3, 2003 and ARTS Security and Finance Agreement dated as of September 9, 2003, eachexecuted by the Company and Bank, as amended, as may be amended and further extended from time totime (the “Senior Loan Facility”);
     WHEREAS, Scurlock wishes to waive any rights she has regarding the acceleration of theDebenture and the Company’s requirement that the Company provide Scurlock with notice of events ofdefault under the Debenture which may have arisen or occurred prior to the date of this Agreement,it being understood that Scurlock is not waiving her rights regarding the acceleration of theDebenture as a result of, or notice of, any events of default under the Debenture arising on orafter the date hereof;
 

 

     NOW, THEREFORE, in consideration of the mutual covenants made herein and other good andvaluable consideration, receipt of which is hereby acknowledged, the Company and Scurlock herebyagree as follows:
     A. Recitals; Defined Terms. The foregoing recitals are hereby incorporated by thisreference and made a substantive part hereof.
     B. Extension of the Maturity Date of the Debenture. The Company and Scurlock herebyagree that the maturity date of the Debenture shall be July 1, 2007, which date is the next dayimmediately succeeding the expiration of the Senior Loan Facility.
     C. Waiver of Prior Events of Default. Scurlock hereby waives any rights she hasregarding the acceleration of the Debenture and the Company’s requirement that the Company provideScurlock with notice of events of default under the Debenture which may have arisen or occurredprior to the date of this Agreement, it being understood that Scurlock is not waiving her rightsregarding the acceleration of the Debenture as a result of, or notice of, any events of defaultunder the Debenture arising on or after the date hereof.
     D. Representation and Warranties.
     1. The Company hereby represents and warrants as follows (with the effectiveness of thisAgreement being further conditioned upon all such representations and warranties being true andcorrect in all material respects on the date of this Agreement):
 (a) The execution, delivery and performance by the Company of this Agreement havebeen duly authorized by all necessary corporate action; and  (b) This Agreement constitutes the legal, valid and binding obligation of theCompany, enforceable against it in accordance with its terms, except to the extent thatsuch enforcement may be limited by applicable bankruptcy, insolvency, equitableremedies and other similar laws affecting creditors’ rights generally, and except thatthe availability of equitable remedies is subject to the discretion of the court beforewhich such remedies are sought.
     2. Scurlock hereby represents and warrants (with the effectiveness of this Agreement beingfurther conditioned upon all such representations and warranties being true and correct in allmaterial respects on the date of this Agreement) that this Agreement constitutes the legal, validand binding obligations of Scurlock, enforceable against her in accordance with its terms, exceptto the extent that such enforcement may be limited by applicable bankruptcy, insolvency, equitableremedies and other similar laws affecting creditors’ rights generally, and except that theavailability of equitable remedies is subject to the discretion of the court before which suchremedies are sought.
     E. Effect on the Agreement. Except as specifically amended or agreed to hereby, theDebenture shall continue to be in full force and effect and is hereby in all respects ratified andconfirmed. This Agreement shall be binding upon, and shall inure to the benefit of, the partieshereto and their respective successors and assigns.
     F. Execution in Counterparts. This Agreement may be executed in any number ofcounterparts and by different parties hereto in separate counterparts, each of which when so
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executed and delivered shall be deemed to be an original and all of which taken together shallconstitute but one and the same agreement. Delivery of an executed counterpart of a signature pageto this Agreement by telecopier or facsimile shall be effective as delivery of a manually executedcounterpart of this Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on their behalfin their respective corporate names by their duly authorized officers all as of the date firstabove written.         HALIFAX CORPORATION         By: /s/ Joseph Sciacca         Name: Joseph. Sciacca    Title: Chief Financial Officer         /s/ Nancy Morrison Scurlock     Nancy Morrison Scurlock, Individually
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