THESE SECURITIES HAVE NOT BEEN REGISTERED
                   UNDER THE SECURITIES ACT OF 1933. THEY MAY
                      NOT BE SOLD OR OTHERWISE TRANSFERRED
                    UNLESS THEY ARE REGISTERED UNDER SUCH ACT
                   AND APPLICABLE STATE SECURITIES LAWS OR AN
                    EXEMPTION FROM REGISTRATION IS AVAILABLE.

                                                   7,500 Warrants

              Void after 5:00 p.m. New York time on October 6. 2004
                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                          DEL GLOBAL TECHNOLOGIES CORP.

         This warrant  certificate  ("Warrant  Certificate")  certifies that for
         value received,  Laurence Hirschhorn,  10 East 40th Street, Suite 1308,
         New  York,  SS#  ###-##-####  is the owner of the  number  of  warrants
         ("Warrants") specified above, each of which entitles the holder thereof
         to  purchase,  at  any  time  on or  before  the  Expiration  Date,  as
         hereinafter  defined, one fully paid and non-assessable share ("Share")
         of common  stock,  par value $.10 per share  ("Common  Stock"),  of Del
         Global Technologies Corp. (the "Company"), a New York corporation, at a
         purchase  price of SEVEN DOLLARS AND SIXTY NINE CENTS ($7.69) per share
         in lawful money of the United  States of America in cash or by check or
         a combination  of cash and check,  subject to adjustment as hereinafter
         provided.

         1.   Warrant; Exercise Price; Payout Amount.

              1.1. Each Warrant  shall  entitle the Warrant  Holder the right to
purchase  one Share of Common  Stock of the  Company  (individually,  a "Warrant
Share"; severally, the "Warrant Shares").

              1.2. The  purchase  price  payable  upon  exercise of each Warrant
("Exercise Price") shall be SEVEN DOLLARS AND SIXTY NINE CENTS ($7.69),  subject
to adjustment as hereinafter provided. The Exercise Price and number of

<PAGE>

Warrants  evidenced by each Warrant  Certificate  are subject to  adjustment  as
provided in Section 7 hereof.

         2.   Exercise of Warrant; Expiration Date.

              2.1. This Warrant  Certificate  is  exercisable,  in whole or from
time to time in part, at the option of the Warrant Holder, at any time after the
date of issuance and on or before the  Expiration  Date,  upon surrender of this
Warrant  Certificate to the Company together with a duly completed exercise form
and payment of the Exercise  Price. In the case of exercise of less than all the
Warrants represented by this Warrant  Certificate,  the Company shall cancel the
Warrant  Certificate upon the surrender  thereof and shall execute and deliver a
new Warrant Certificate for the balance of such Warrants.

              2.2. The term "Expiration Date" shall mean 5:00 p.m. New York time
on October 6, 2004,  or if such date shall in the State of New York be a holiday
or a day on which banks are  authorized  to close,  then 5:00 p.m. New York time
the next  following day which in the State of New York is not a holiday or a day
on  which  banks  are  authorized  to  close,  or in the  event  of any  merger,
consolidation,  or sale of all or substantially all the assets of the Company as
an entirety resulting in any distribution to the Company's stockholders prior to
the  Expiration  Date,  the Warrant Holder shall have the right to exercise this
Warrant  commencing at such time through the  Expiration  Date into the kind and
amount of shares of stock and other  securities  and property  (including  cash)
receivable  by a holder of the number of shares of Common  Stock into which this
Warrant might have been exercisable immediately prior thereto.

         3.   Registration and Transfer on Company Books.

              3.1.  The  Company  shall  maintain  books  and  records  for  the
registration and transfer of Warrant Certificates.

              3.2. Prior to due presentment for registration of transfer of this
Warrant Certificate, the Company may deem and treat the registered holder as the
absolute owner thereof.

              3.3. The Company  shall  register upon its books any transfer of a
Warrant  Certificate  upon  surrender  of same to the Company  accompanied  by a
written instrument of transfer duly executed by the registered holder.  Upon any
such registration of transfer, new Warrant Certificate(s) shall be issued to the
transferee(s) and the surrendered  Warrant  Certificate shall be canceled by the
Company.  A Warrant  Certificate  may also be  exchanged,  at the  option of the
holder, for new Warrant

                                        2

<PAGE>

Certificates  representing in the aggregate the number of Warrants  evidenced by
the Warrant Certificate surrendered.

         4.  Reservation  of Shares.  The Company  covenants that it will at all
times reserve and keep available out of its authorized Common Stock,  solely for
the purpose of issuance upon exercise of the Warrants,  such number of shares of
Common  Stock as shall then be issuable  upon the  exercise  of all  outstanding
Warrants.  The Company  covenants that all shares of Common Stock which shall be
issuable  upon  exercise of the  Warrants  shall be duly and validly  issued and
fully paid and  non-assessable  and free from all taxes,  liens and charges with
respect to the issuance  thereof,  and that upon  issuance  such shares shall be
listed on each national securities  exchange,  if any, on which the other shares
of outstanding Common Stock of the Company are then listed.

         5.  Exchange,  Transfer,  Assignment,  Loss or  Mutilation  of  Warrant
Certificate.  This Warrant Certificate is exchangeable,  without expense, at the
option of the Warrant  Holder,  upon  presentation  and surrender  hereof to the
Company or at the office of its stock transfer agent, if any, for other Warrants
of  different  denominations  entitling  the holder  thereof to  purchase in the
aggregate the same number of shares of Common Stock purchasable hereunder.  This
Warrant  Certificate  may be  transferred or assigned by the Warrant Holder upon
surrender of this Warrant  Certificate to the Company at its principal office or
at the office of its transfer  agent,  if any, with the Assignment  Form annexed
hereto duly  executed and funds  sufficient  to pay any transfer  tax. Upon such
surrender the Company shall,  without charge,  execute and deliver a new Warrant
Certificate in the name of the assignee  named in such  instrument of assignment
and this Warrant  Certificate  shall be promptly  canceled.  This Warrant may be
divided or  combined  with  other  warrants  which  carry the same  rights  upon
presentation  hereof at the principal  office of the Company or at the office of
its stock transfer agent, if any,  together with a written notice specifying the
names and denominations in which new Warrants are to be issued and signed by the
Warrant Holder hereof.  The term "Warrant  Certificate"  as used herein includes
any Warrant  Certificates into which this Warrant  Certificate may be divided or
exchanged.  Upon receipt by the Company of reasonable  evidence of the ownership
of and the loss,  theft,  destruction or mutilation of this Warrant  Certificate
and,  in the  case of  loss,  theft  or  destruction,  of  indemnity  reasonably
satisfactory to the Company,  or, in the case of mutilation,  upon surrender and
cancellation of the mutilated Warrant Certificate, the Company shall execute and
deliver  in lieu  thereof  a new  Warrant  Certificate  of like  tenor  and date
representing an equal number of Warrants.

         6.   Rights of  the  Holder.  The  Warrant  Holder shall not, by virtue
hereof,  be  entitled  to any  voting or other  rights of a  stockholder  in the
Company,  either at law or  equity,  and the  rights of the  Warrant  Holder are
limited to

                                        3

<PAGE>

those expressed in the Warrant  Certificate and are not enforceable  against the
Company except to the extent set forth herein.

         7. Adjustment of Exercise Price and Number of Shares  Deliverable.  The
Exercise Price and the number of shares of Common Stock purchasable  pursuant to
each Warrant shall be subject to adjustment from time to time as hereinafter set
forth in this Section 7:

               (a) In case the  Company  shall (i)  declare a dividend or make a
          distribution  on its  outstanding  shares of Common Stock in shares of
          Common Stock,  (ii) subdivide or reclassify its outstanding  shares of
          Common  Stock  into a greater  number of shares,  or (iii)  combine or
          reclassify  its  outstanding  shares  of Common  Stock  into a smaller
          number  of  shares,  the  Exercise  Price in effect at the time of the
          record date for such dividend or distribution or of the effective date
          of such subdivision, combination or reclassification shall be adjusted
          so that it  shall  equal  the  price  determined  by  multiplying  the
          Exercise  Price by a fraction,  the  denominator of which shall be the
          number of shares of Common Stock  outstanding  after giving  effect to
          such action,  and the numerator of which shall be the number of shares
          of Common Stock  outstanding  immediately  prior to such action.  Such
          adjustment shall be made successively  whenever any event listed above
          shall occur.

               (b)  Whenever the Exercise  Price  payable upon  exercise of each
          Warrant is adjusted  pursuant to Subsection  (a) above,  the number of
          Shares purchasable upon exercise of this Warrant shall  simultaneously
          be adjusted by  multiplying  the number of Shares  initially  issuable
          upon  exercise of this Warrant by the Exercise  Price in effect on the
          date hereof and  dividing  the  product so  obtained  by the  Exercise
          Price, as adjusted.

               (c)  Notwithstanding the provisions of Subsections (a) and (b) of
          this Section 7, no adjustment in the Exercise  Price shall be required
          unless  such  adjustment  would  require an increase or decrease of at
          least five cents ($0.05) in such price;  provided,  however,  that any
          adjustments which by reason of this Subsection (c) are not required to
          be made  shall be  carried  forward  and  taken  into  account  in any
          subsequent adjustment required to be made hereunder.  All calculations
          under  this  Section  7 shall  be made to the  nearest  cent or to the
          nearest one-hundredth of a share, as the case may be. Anything in this
          Section 7 to the contrary

                                        4

<PAGE>

          notwithstanding,  the  Company  shall be  entitled,  but  shall not be
          required,  to make such changes in the Exercise  Price, in addition to
          those required by this Section 7, as it shall  determine,  in its sole
          discretion, to be advisable in order that any dividend or distribution
          in shares of Common Stock,  or any  subdivision,  reclassification  or
          combination of Common Stock  hereafter made by the Company,  shall not
          result in any Federal  income tax  liability  to the holders of Common
          Stock  or  securities   convertible   into  Common  Stock   (including
          Warrants).

               (d) Whenever the Exercise  Price is adjusted as herein  provided,
          the Company shall  promptly  cause a notice setting forth the adjusted
          Exercise Price and adjusted number of Shares issuable upon exercise of
          each  Warrant,  and if  requested by the Warrant  Holder,  information
          describing the  transactions  giving rise to such  adjustments,  to be
          mailed to the Warrant Holders at their last addresses appearing in the
          books and records of the  Company,  and shall  cause a certified  copy
          thereof to be mailed to its  transfer  agent,  if any. The Company may
          retain a firm of independent  certified public accountants selected by
          the Board of Directors (who may be the regular accountants employed by
          the Company) to make any computation required by this Section 7, and a
          certificate  signed by such firm shall be  conclusive  evidence of the
          correctness of such adjustment.

               (e) In the event that at any time,  as a result of an  adjustment
          made  pursuant to  Subsection  (a) above,  the Warrant  Holder of this
          Warrant  thereafter shall become entitled to receive any shares of the
          Company, other than Common Stock,  thereafter the number of such other
          shares so receivable upon exercise of this Warrant shall be subject to
          adjustment  from  time to time in a  manner  and on  terms  as  nearly
          equivalent as practicable to the provisions with respect to the Common
          Stock contained in Subsections (a) to (c), inclusive above.

               (f)  Irrespective of any adjustments in the Exercise Price or the
          number or kind of shares  purchasable  upon  exercise of this Warrant,
          Warrants  theretofore or thereafter issued may continue to express the
          same price and number and kind of shares as are stated in the  similar
          Warrants initially issuable pursuant to this Warrant Certificate.

                                        5

<PAGE>

         8. Fractional  Shares.  No certificate  for fractional  Shares shall be
issued upon the  exercise of the  Warrants.  With  respect to any  fraction of a
Share called for upon any exercise hereof,  the Company shall pay to the Warrant
Holder an amount in cash equal to such  fraction  calculated to the nearest cent
multiplied by the current market value of a Share, determined as follows:

               (a) If the  Common  Stock  is  listed  on a  national  securities
          exchange or admitted to unlisted  trading  privileges on such exchange
          or listed for trading on the NASDAQ  system,  the current market value
          of a Share  shall be the last  reported  sale  price  per Share of the
          Common Stock on such exchange or system on the last business day prior
          to the date of exercise of this  Warrant or if no such sale is made on
          such day,  the average of the  closing bid and asked  prices per Share
          for such day on such exchange or system; or

               (b) If the Common  Stock is not so listed or admitted to unlisted
          trading  privileges,  the current market value of a Share shall be the
          mean of the last  reported bid and asked prices per Share  reported by
          the National Quotation Bureau,  Inc. on the last business day prior to
          the date of the exercise of this Warrant; or

               (c) If the Common  Stock is not so listed or admitted to unlisted
          trading  privileges and bid and asked prices are not so reported,  the
          current market value of a Share shall be an amount, not less than book
          value  thereof,  as at the end of the most  recent  fiscal year of the
          Company  ending  prior to the  date of the  exercise  of the  Warrant,
          determined in such reasonable manner as may be prescribed by the Board
          of Directors of the Company.

         9. Officer's Certificate. Whenever the Exercise Price shall be adjusted
as required by the provisions of Section 7 hereof,  the Company shall  forthwith
file in the custody of its  Secretary  or Assistant  Secretary at its  principal
office and with its stock  transfer  agent,  if any,  an  officer's  certificate
showing  the  adjusted  Exercise  Price  as  herein  provided  setting  forth in
reasonable detail the facts requiring such adjustment,  including a statement of
the number of additional shares of Common Stock, if any, and such other facts as
shall be  necessary  to show the  reason for and the  manner of  computing  such
adjustment.  Each such  officer's  certificate  shall be made  available  at all
reasonable  times  for  inspection  by the  holder  or any  holder  of a Warrant
executed and delivered  pursuant to Section 2, and the Company shall,  forthwith
after each such adjustment, mail a copy by certified mail of such certificate to
the Warrant Holder or any such holder.

                                        6

<PAGE>

         10.  Notices  to  Warrant  Holders.  So long as this  Warrant  shall be
outstanding,  (i) if the Company shall pay any dividend or make any distribution
upon the Common  Stock;  or (ii) if the  Company  shall  offer to the holders of
Common Stock for subscription or purchase by them any shares of any class or any
other  rights;   or  (iii)  if  any  capital   reorganization  of  the  Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation,  sale, lease or transfer of all or
substantially  all  of  the  property  and  assets  of the  Company  to  another
corporation, or voluntary or involuntary dissolution,  liquidation or winding up
of the Company shall be effected, then in any such case, the Company shall cause
to be mailed by  certified  mail to the Warrant  Holder,  at least  fifteen days
prior to the date  specified  in (x) or (y) below,  as the case may be, a notice
containing a brief  description  of the proposed  action and stating the date on
which (x) a record is to be taken for the purpose of such dividend, distribution
or rights, or (y) such reclassification,  reorganization, consolidation, merger,
conveyance,  lease, dissolution,  liquidation or winding up is to take place and
the date, if any, which is to be fixed,  as of which the holders of Common Stock
or other securities  shall receive cash or other property  deliverable upon such
reclassification,    reorganization,    consolidation,    merger,    conveyance,
dissolution, liquidation or winding up.

         11.  Reclassification,   Reorganization  or  Merger.  In  case  of  any
reclassification,  capital  reorganization or other change of outstanding shares
of Common Stock of the Company, or in case of any consolidation or merger of the
Company with or into another  corporation (other than a merger with a subsidiary
in which  merger the Company is the  continuing  corporation  and which does not
result  in any  reclassification,  capital  reorganization  or other  change  of
outstanding  shares of Common Stock of the class  issuable upon exercise of this
Warrant) or in case of any sale,  lease or conveyance to another  corporation of
the property of the Company as an entirety,  the Company  shall,  as a condition
precedent to such transaction, cause effective provisions to be made so that the
Warrant Holder shall have the right thereafter by exercising this Warrant at any
time prior to the expiration of the Warrant,  to purchase the kind and amount of
shares  of  stock  and  other  securities  and  property  receivable  upon  such
reclassification,   capital  reorganization  and  other  change,  consolidation,
merger,  sale or  conveyance by a holder of the number of shares of Common Stock
which might have been purchased upon exercise of this Warrant  immediately prior
to such reclassification, change, consolidation, merger, sale or conveyance. Any
such provision shall include  provision for adjustments which shall be as nearly
equivalent  as may  be  practicable  to the  adjustments  provided  for in  this
Warrant.  The foregoing  provisions of this Section 11 shall  similarly apply to
successive  reclassifications,  capital reorganizations and changes of shares of
Common Stock and to successive consolidations, mergers, sales or conveyances. In
the  event  that  in  connection  with  any  such  capital   reorganization   or
reclassification, consolidation,

                                        7

<PAGE>

merger, sale or conveyance, additional shares of Common Stock shall be issued in
exchange,  conversion,  substitution  or  payment,  in whole  or in part,  for a
security of the Company other than Common Stock, any such issue shall be treated
as an issue of Common  Stock  covered by the  provisions  of  Subsection  (a) of
Section 7 hereof.

         12.  Voluntary  Adjustment  by the  Company.  The  Company  may, at its
option,  at any time  prior to the  Expiration  Date,  reduce  the then  current
Exercise Price to any amount deemed appropriate by the Board of Directors of the
Company and/or extend the date of the expiration of the Warrants.

         13.  Registration  Under the Securities Act of 1933. The Warrant Holder
shall be entitled to the following registration rights;

               (a) Demand Rights.  The Company covenants and agrees that, during
          the two (2) year period  commencing  on the exercise of this  warrant,
          within  forty-five  (45) days after the  receipt of a written  request
          from the  Warrant  holder,  or a majority  of holders if there is more
          than one holder,  that he desires  and  intends to  transfer  all or a
          portion of his Shares under such circumstances that a public offering,
          within the  meaning of the  Securities  Act of 1933,  as amended  (the
          "Act"),  will be involved,  the Company shall file with the Securities
          and Exchange Commission (the "Commission") with all deliberate speed a
          Registration  Statement  on  Form  S-3  (or  any  shortform  successor
          thereto),  or if not eligible for the use of Form S-3, any other Form,
          covering  all such  securities  and use its best efforts to cause such
          Registration  Statement  with  respect  to such  securities  to become
          effective  under the Act. The Company shall pay all costs of preparing
          and filing  such  Registration  Statement.  The  Company  shall not be
          required  to  comply  with  more  than one  request  for  registration
          pursuant to this Section  13(a).  The Company need not comply with any
          request for  registration  pursuant to this  Section  13(a) if at such
          time the Company  would be required  to use,  in  connection  with the
          filing of the Registration Statement,  pursuant to the requirements of
          the Act and the rules and  regulations of the  Commission  thereunder,
          audited  financial  statements  as of a date  other  than the end of a
          fiscal year of the Company.  If the Company includes Shares to be sold
          by it in any registration requested pursuant to

                                        8

<PAGE>

          this Section 13(a), such  registration  shall be deemed to have been a
          registration under Section 13 (b).

               (b) Piggyback Rights.  If at any time after the date hereof,  the
          Company shall propose to file a registra tion statement ("Registration
          Statement") under the Act (o ther than a reorganization or an offering
          pursuant to a stock  option or other  employee  benefit  plan or an of
          fering on Form S-4 or S-5 (or any successor forms thereto) relating to
          an acquisition of another  corporation),  then, during the two(2) year
          period commencing on the date hereof, and subject to Subsection (3) of
          this Section  13(b),  the Company  shall in each case deliver  written
          notice  thereof to the Holder of this Warrant or of the Warrant Shares
          and/or any then  holder of Warrants or Warrant  Shares  (such  persons
          being collectively  referred to herein as " holders") at least 15 days
          before the  anticipated  filing date.  Such notice shall offer to each
          holder  the  option to  include  Warrant  Shares in such  Registration
          Statement,  subject to the conditions set forth in this Section 13(b);
          provided,  however,  that the Company  shall be under no obligation to
          register  Warrant Shares of any holder if in the opinion of counsel to
          such holder no registration  under the Act is required with respect to
          a public disposition of such Warrant Shares.

                    (1)Should  a  holder  desire  to  have  any  Warrant  Shares
               registered under this Section 13(b),  such holder shall so advise
               in writing no later than 15 days after the date of receipt by the
               holder of the Company's written notice,  setting forth the number
               of such  Warrant  Shares  for which  registration  is  requested.
               Subject to  Subsection  (3) of this  Section  13(b),  the Company
               shall  thereupon  include  in such  Registration  Statement  such
               Warrant Shares.

                    (2)Neither  the  giving  of notice  by the  Company  nor any
               request by any holders to  register  Warrant  Shares  pursuant to
               this Section  13(b) shall in any way obligate the Company to file
               any such Registration  Statement,  and notwithstanding the filing
               of such  Registration  Statement,  the  Company  may, at any time
               prior to the effective  date thereof,  determine not to offer the
               securities to which such registration relates and/or withdraw the
               Registration Statement from the Commission,  without liability of
               the Company to any holders.

                                        9

<PAGE>

                    (3)If the securities covered by such Registration  Statement
               are to be sold by underwriters in an underwritten public offering
               (including,   without  limitation,  a  so-called  "best  efforts"
               undertaking  by an  underwriter),  the Company shall use its best
               efforts to cause the managing underwriter,  if any, of a proposed
               offering  to grant a request by a holder that  Warrant  Shares be
               included in the proposed  offering on terms and conditions  which
               are customary  industry  practice for such underwriter  under the
               existing  circumstance,  provided  that any Warrant  Shares to be
               sold by holders pursuant to this Section 13(b),  shall be sold or
               distributed  in a manner  identical  to the  manner  in which the
               securities which are the subject of such  Registration  Statement
               are to be sold or distributed.  Notwithstanding the foregoing, if
               any such managing underwriter shall advise the Company in writing
               that,  in  good  faith  and  in  its  reasonable   opinion,   the
               distribution  of Warrant  Shares  requested to be included in the
               Registration  Statement  concurrently  with the securities  being
               registered by the Company would adversely affect the distribution
               of such securities by such  underwriters,  the Company shall give
               notice  of  such   determination   to  the   holders   requesting
               registration,  and the number of Warrant  Shares  proposed  to be
               offered  by the  holders  and any other  persons  other  than the
               Company shall be reduced pro rata (as specified by the Company in
               such  notice)  to  aggregate  a quantity  of  Warrant  Shares (so
               specified)  which said  managing  underwriter  shall not consider
               excessive.

                    (4)The  rights of holders to have  their  Warrant  Shares be
               included in any Registration Statement pursuant to the provisions
               of Section 13(b) of this Warrant Certificate, shall be subject to
               the  condition  that the holders  requesting  registration  shall
               furnish to the Company in writing such  information and documents
               as may be reasonably  required to properly  prepare and file such
               Registration  Statement in accordance with applicable  provisions
               of the Act.

                    (5)The Company shall bear the entire cost and expense of any
               registration of securities  initiated by it notwithstanding  that
               Warrant  Shares may be  included  in any such  registration.  Any
               holder whose Warrant Shares are included in any such registration
               statement pursuant to this Section 13(b) shall, however, bear the
               fees of his own counsel and any registration

                                       10

<PAGE>

               fees,  transfer  taxes or  underwriting  discounts or commissions
               applicable to the Warrant Shares sold by him pursuant thereto.

                    (c)  Indemnification.  (i) The Company  shall  indemnify and
               hold harmless each such holder and each  underwriter,  within the
               meaning of the Act,  who may  purchase  from or sell for any such
               holder any Warrant Shares (collectively,  "Indemnified  Persons")
               from  and  against  any  and  all  losses,  claims,  damages  and
               liabilities  caused by any untrue  statement  or  alleged  untrue
               statement  of a  material  fact  contained  in  the  Registration
               Statement  or  any   post-effective   amendment  thereto  or  any
               registration  statement under the Act or any prospectus  included
               therein  required  to be filed or  furnished  by  reason  of this
               Section 13 or caused by any omission or alleged omission to state
               therein  a  material  fact  required  to  be  stated  therein  or
               necessary to make the statements  therein not misleading,  except
               insofar as such losses, claims, damages or liabilities are caused
               by any such  untrue  statement  or alleged  untrue  statement  or
               omission or alleged omission based upon information  furnished or
               required to be furnished in writing to the Company by such holder
               or underwriter  expressly for use therein,  which indemnification
               shall  include  each  person,  if  any,  who  controls  any  such
               underwriter  within the meaning of such Act;  provided,  however,
               that the Company  shall not be obliged so to  indemnify  any such
               holder,  underwriter  or  controlling  person unless such holder,
               underwriter  or  controlling   person  shall  at  the  same  time
               indemnify the Company,  its directors,  each officer  signing the
               related  registration  statement  and each  person,  if any,  who
               controls  the Company  within the  meaning of such Act,  from and
               against  any and all  losses,  claims,  damages  and  liabilities
               caused by any untrue  statement or alleged untrue  statement of a
               material  fact  contained  in any  registration  statement or any
               prospectus  required to be filed or  furnished  by reason of this
               Section 13 or caused by any omission or alleged omission to state
               therein  a  material  fact  required  to  be  stated  therein  or
               necessary to make the statements therein not misleading,  insofar
               as such losses,  claims, damages or liabilities are caused by any
               untrue  statement  or alleged  untrue  statement  or  omission or
               alleged omission based upon information  furnished or required to
               be  furnished  in  writing  to the  Company  by any such  holder,
               underwriter or controlling person expressly for use therein.

                                       11

<PAGE>

                    (ii) The holders registering Warrant Shares pursuant to this
               Warrant   Certificate  shall  indemnify  and  hold  harmless  the
               Company, its directors and officers,  and each person, if any who
               controls the Company  within the meaning of either  Section 15 of
               the Act or Section 20 of the Securities  Exchange Act of 1934, as
               amended  ("Exchange  Act"),  to the same extent as the  indemnity
               from  the  Company  to  each  Indemnified  Person  set  forth  in
               paragraph  (i) of this  Subsection  (c), but only with respect to
               information  relating to such  Indemnified  Person  furnished  in
               writing by such Indemnified  Person to the Company  expressly for
               use  in  the   Registration   Statement  or  related   Prospectus
               (preliminary or final),  or any amendment or supplement  thereto.
               In case any action or  proceeding  shall be brought  against  the
               Company or its  directors  or  officers  or any such  controlling
               person,  in respect of which  indemnity  may be sought  against a
               holder,  each  shall  have the  rights  and  duties  given to the
               Company and the Company or its  directors  or its officers or its
               controlling  persons  each shall have the rights and duties given
               to a holder by Subsection (c).

                    (iii)   In  order  to   provide   for  just  and   equitable
               contribution  in  circumstances  in  which  the   indemnification
               provided for in this Section 13(c) is due in accordance  with its
               terms but is, for any reason,  held by a court to be unavailable,
               the Company and the holders  shall  contribute  to the  aggregate
               losses,  claims,  damages and liabilities  (including  reasonable
               legal or other expenses incurred in connection with investigation
               or defending of same) to which the Company and the holders may be
               subject based on their comparative fault; provided, however, that
               no holder  shall have any  liability  hereunder  in excess of the
               gross proceeds realized by such holder from the sale by it of the
               Warrant Shares to which the third party claim relates;  provided,
               further, however, that no person who has committed an intentional
               misrepresentation  shall be  entitled  to  contribution  from any
               person who has not  committed an  intentional  misrepresentation.
               For the purposes of this paragraph (iii) any person  controlling,
               controlled  by or under common  control with the holders,  or any
               partner, director, officer, employee,  representative or agent of
               any thereof,  shall have the same rights to  contribution  as the
               holders,  and each person who  controls  the  Company  within the
               meaning of  Section  15 of the Act or Section 20 of the  Exchange
               Act, each officer and each director of the Company shall have the
               same rights to contribution as the Company. Any party entitled to
               contribution shall, promptly after

                                       12

<PAGE>

               receipt  of  notice  of  commencement  of  any  action,  suit  or
               proceeding  against  such  party in  respect of which a claim for
               contribution  may be made  against  the other  party  under  this
               paragraph (iii),  notify such party from whom contribution may be
               sought,  but the  omission  to so  notify  such  party  shall not
               relieve the party from which  contribution may be sought from any
               obligation it or they may have hereunder or otherwise.

         The Company's agreements with respect to Warrant Shares in this Section
13 shall  continue in effect  regardless  of the exercise and  surrender of this
Warrant.

         14.  Governing  Law.  This  Warrant  Certificate  shall be governed by,
enforced  and  construed  in  accordance  with the laws of the State of New York
without  regard to the  principles  of  conflicts  of law  thereof.  IN  WITNESS
WHEREOF,  the Company has caused this Warrant Certificate to be duly executed by
its officers  thereunto  duly  authorized  and its corporate  seal to be affixed
herein.

                                  DEL GLOBAL TECHNOLOGIES CORP.


                                  By:/S/LEONARD A. TRUGMAN
                                     ---------------------
                                  Name:  Leonard A. Trugman
                                  Title:  Chairman, CEO and President

[SEAL]

Dated:  January 11, 2000

Attest:
/S/MICHAEL TABER
---------------------------
Michael Taber, Secretary

                                       13

<PAGE>

                                  EXERCISE FORM

                                             Dated: ________________, 20__


         The  undersigned  hereby  irrevocably  elects to exercise  the right to
purchase  __________ shares of Common Stock covered by this Warrant according to
the conditions  hereof and herewith makes payment of the Exercise Price for such
shares in full.

                                  --------------------------------
                                  Signature  [Print Name]

                                  --------------------------------
                                  (STREET ADDRESS)

                                  --------------------------------
                                  (CITY)        (STATE)     (ZIP CODE)

                                       14

<PAGE>

                                 ASSIGNMENT FORM

       FOR VALUE RECEIVED, ___________________________________________________
hereby sells, assigns and transfers unto
Name _________________________________________________________________________
         (Please  typewrite or print in bold letters)
Address_______________________________________________________________________
the right to purchase Common Stock  represented by this Warrant to the extent of
__________  shares  as to which  such  right  is  exercisable  and  does  hereby
irrevocably constitute and appoint  _____________________  Attorney, to transfer
the same on the books of the  Company  with full  power of  substitution  in the
premises.

Date _____________, 20__

Signature __________________________
         [PRINT NAME]

                                       15