MASTER SUBCONTRACT AGREEMENT

Exhibit 10.1

MASTER SUBCONTRACT AGREEMENT

     This Subcontract Agreement (“Agreement”), made this 1st day of April, 2003, is by and between Halifax Corporation, having a principal place of business at 5250 Cherokee Avenue, Alexandria, VA 22312 (“Subcontractor”), and Hewlett-Packard Company and its subsidiaries, having its principal place of business at 3000 Hanover Street, Palo Alto, CA 94304-1185 (“HP”). The parties agree that the terms and conditions of this Agreement and any applicable Purchase Order(s) that may be issued hereunder will govern the purchase of Services by HP from Subcontractor for the purpose of Subcontractor providing such Services on behalf of HP to a customer or customers of HP (hereinafter referred to as “Customer”).

     This Agreement will become effective on the date specified above and will continue for a period of one (1) year, unless otherwise terminated as provided herein or extended by the mutual consent of the parties. Any expiration of termination of this Agreement will not alter the rights, duties or obligations of the parties relating to any Purchase Orders issued by HP under this Agreement prior to the date of expiration or termination of this Agreement.

     This Agreement does not obligate HP to purchase any Services from Subcontractor. Purchases, if any, will be as specified on a Purchase Order(s) issued by HP pursuant to Section 2.

     1. DEFINITIONS

     (a) “Acceptance” means written notification from HP to Subcontractor that indicates that the Services have been evaluated and satisfies the completion and acceptance criteria set forth or referenced in the Statement of Work or Purchase Order. Acceptance may be partial or complete, as specified in such notification.

     (b) “Invention(s)” means any designs, techniques, inventions, discoveries, or improvements, whether patentable or not, that are conceived of or reduced to practice by Subcontractor in providing the Services to HP or Customer under this Agreement.

     (c) “Services” means consulting, integration, implementation, installation, maintenance, support, design, development, training, management, and any other work provided by Subcontractor in connection with meeting Subcontractor’s responsibilities under this Agreement.

     (d) “Statement of Work” means a statement agreed upon by HP and Subcontractor that specifies the Services to be provided by Subcontractor, the price, payment schedule, delivery schedule, and acceptance criteria for such Services and, if applicable, detailed technical and administrative requirements for the Services. The Statement of Work may also include additional terms or modifications to this Agreement. A Statement of Work will be created and agreed upon for each Purchase Order issued under this Agreement.

     2. PURCHASE ORDER, ORDER OF PRECEDENCE, SERVICES COORDINATORS

     (a) Subcontractor will furnish the Services to HP or Customer as specified in the Statement of Work upon HP’s issuance of a Purchase Order to Subcontractor.

     (b) The following order of precedence will control in the event of any conflict in terms and conditions:

     (1) Statement of Work,

     (2) Purchase Order, and

     (3) This Agreement.

     The pre-printed terms and conditions on the reverse side of the Purchase Order will not apply to this Agreement or any Purchase Order issued under this Agreement.

     (c) Each party will appoint a coordinator for the Services to be performed under each Purchase Order and Statement of Work. Subcontractor’s coordinator will have the authority to represent Subcontractor. HP’s coordinator will represent HP and be responsible for determining the adequacy and acceptability of the Services, provided by Subcontractor.

     3. PAYMENT

     Unless otherwise set forth in the Statement of Work or Purchase Order, payment for the Services will be due forty-five (45) days from the later of the date of Acceptance or the date HP receives a proper invoice from Subcontractor.

     4. RECORDS

     Subcontractor will maintain account records in accordance with generally accepted accounting practices to substantiate all invoices. Such records will be made available to HP during normal business hours and will include payroll records, expense accounts, attendance cards, and job summaries. Subcontractor will maintain such records for three (3) years from the date of final payment for the Services.

     5. OWNERSHIP AND LICENSE

     (a) All inventions will be the sole and exclusive property of HP. Subcontractor hereby assigns to HP the ownership of copyright in the Inventions. HP will have the right to obtain and hold in its own name copyrights, registrations, and similar protection which may be available in the Inventions. Subcontractor agrees to assist HP as may be required to perfect such rights.

     (b) To the extent that any Subcontractor’s pre-existing technology is contained in the Inventions, Subcontractor grants to HP an irrevocable, nonexclusive, worldwide royalty-free license to:

     (1) use, execute, reproduce, display, perform, and distribute (internally or externally) such pre-existing technology; and

     (2) authorize Customer to do any, some, or all of the foregoing.

     6. WARRANTY

     (a) Subcontractor warrants that all Services will (1) be performed in a good and workmanlike manner and in accordance with generally accepted professional standards for such Services, and (2) conform to the requirements specified in the Statement of Work or Purchase Order.

     (b) Subcontractor warrants that Services will not in any manner limit, impair, disrupt, or jeopardize any existing Year 2000 Compliance of any equipment or software on which Services are performed. “Year 2000 Compliance” for purposes of this provision means the capability to correctly process, calculate, compare, and sequence date data within and between the 20th and 21st centuries, including leap year calculations.

     (c) In the event of any breach of warranty, Subcontractor, without charge and without delay, will re-perform nonconforming Services.

     7. CONFIDENTIAL INFORMATION

     Subcontractor will maintain all information or data, whether written or oral, relating to HP or Customer which Subcontractor obtains or otherwise has access to in the performance of Services in confidence and will not disclose any such information or data to any third party or to employees, agents, Subcontractors, or suppliers of Subcontractor who do not have the need for access to such information or data.

     8. PERSONNEL

     (a) Personnel provided by Subcontractor will not be considered employees of HP for any purpose. Subcontractor personnel will make no commitments on behalf of HP for any purpose. Subcontractor assumes full responsibility for the actions of its personnel and will be responsible for their supervision, daily direction, and control. Subcontractor will retain full responsibility for payment of salary (including withholding of income taxes and Social Security), workers compensation, disability benefits, and the like. Nothing in this Agreement grants Subcontractor or any Subcontractor personnel any right under any HP employee benefit plan.

     (b) Subcontractor personnel specified or identified by name in the Statement of Work or Purchase Order will be considered essential to the Services to be performed. No substitution or diversion of such personnel will be made without the prior written consent o HP and Customer.

     (c) HP and Customer will retain the right to reject any of Subcontractor’s personnel whose qualifications are insufficient in HP’s or Customer’s judgment.

     9. CHANGE IN SCOPE

     Each Purchase Order and Statement of Work under this Agreement is based upon HP’s present understanding of HP’s obligations to Customer. In the event HP’s understanding changes or Customer requests a change in HP’s obligations affecting Subcontractor’s performance, HP will notify Subcontractor of such change request in writing. Within ten (10) days of receipt of such change request, Subcontractor will notify HP in writing of any increase or decrease in Subcontractor’s charges and/or alteration to delivery schedules occasioned by the change. Upon HP’s acceptance of Subcontractor’s modified charges and delivery schedule, the parties will modify the terms of the applicable Purchase Order and Statement of Work to effect the change. Subcontractor will not implement the change without HP’s written authorization.

     10. TERMINATION

     (a) HP may terminate for convenience this Agreement, any Purchase Order, or any portions thereof by written notice to Subcontractor. In any event, the applicable Purchase Order will terminate immediately upon termination, for any reason, of HP’s agreement with Customer. Upon receipt of such notice, Subcontractor will immediately stop all activities associated with the terminated Pu