Exhibit 20


                     HALIFAX CORPORATION
                   AUDIT COMMITTEE CHARTER


Composition

There shall be a committee of the board of directors (the
"Board") to be known as the audit committee which, no later
than June 14, 2001, shall have at least three (3) members,
comprised solely of independent directors as such term is
defined in Section 121(A) of the American Stock Exchange
("AMEX") listing standards, subject to the exception in
Section 121(B)(b)(ii) of the AMEX listing standards.

Each member of the audit committee shall be able to read and
understand fundamental financial statements, including the
company's balance sheet, income statement and cash flow
statement or will become able to do so within a reasonable
period of time after his or her appointment to the audit
committee.  In addition, at least one member of the audit
committee shall have past employment experience in finance
or accounting, requisite professional certification in
accounting or any other comparable experience or background
which results in the individual's financial sophistication,
including being or having been a chief executive officer,
chief financial officer or other senior officer with
financial oversight responsibilities.

The Board shall elect or appoint a chairman of the audit
committee who will have authority to act o behalf of the
audit committee between meetings.

Responsibilities

The responsibilities of the audit committee are as follows:

*  Ensure its receipt from the outside auditor of a formal
   written statement, delineating all relationships between the
   outside auditor and the company consistent with the
   Independence Standards Board Standard 1.

*  Actively engage in a dialogue with the outside auditor
   with respect to any disclosed relationships or services that
   may impact the objectivity and independence of the outside
   auditor and be responsible for taking, or recommending that
   the board of directors take, appropriate action to oversee
   the independence of the outside auditor.

*  In view of the outside auditor's ultimate
   accountability to the Board and the audit committee, as
   representatives of the shareholders, the audit committee,
   acting together with the Board, has the ultimate authority
   and responsibility to select, evaluate, and, where
   appropriate, replace the outside auditor (or nominate an
   outside auditor for shareholder approval in any proxy
   statement).


*  Review with the outside auditor, the company's internal
   auditor (if any, and financial and accounting personnel, the
   adequacy and effectiveness of the accounting and financial
   controls of the company, and elicit any recommendations for
   the improvement of such internal control procedures or
   particular areas where new or more detailed controls or
   procedures are desirable.

*  Consider, in consultation with the outside auditor and
   management of the company, the audit scope and procedures.

*  Review the financial statements contained in the annual
   report to shareholders with management and the outside
   auditor to determine that the outside auditor is satisfied
   with the disclosure and content of the financial statements
   to be presented to the shareholders.

*  Meet with the internal auditor (if any), outside
   auditor or the management privately to discuss any matters
   that the audit committee, the internal auditor, the outside
   auditor or the management believe should be discussed
   privately with the audit committee.

*  Review and assess the adequacy of the committee's
   charter annually.

*  Make such other recommendations to the Board on such
   matters, within the scope of its functions, as may come to
   its attention and which in its discretion warrant
   consideration by the Board.

*  Limitations

*  The audit committee is responsible for the duties set
   forth in this charter but is not responsible for either the
   preparation of the financial statements or the auditing of
   the financial statements.  Management has the responsibility
   for preparing the financial statements and implementing
   internal controls and the independent accountants have the
   responsibility for auditing the financial statements and
   monitoring the effectiveness of the internal controls.  The
   review of the financial statements by the audit committee is
   not of the same quality as the audit performed by the
   independent accountants.  In carrying out its
   responsibilities, the audit committee believes its policies
   and procedures should remain flexible in order to best react
   to a changing environment.  Adopted by the Board of
   Directors May 18, 2000.