NEITHER THE WARRANTS EVIDENCED BY THIS WARRANT
               CERTIFICATE NOR THE SHARES OF COMMON STOCK ISSUABLE
               UPON EXERCISE OF SUCH WARRANTS HAVE BEEN REGISTERED

                 UNDER THE SECURITIES ACT OF 1933. NEITHER SUCH
               WARRANTS NOR SUCH UNDERLYING SHARES MAY BE SOLD OR

                OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED
             UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR

                  AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

                                                                 50,000 Warrants

          Void after 5:00 p.m. New York City time on December 28, 2005


                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                          DEL GLOBAL TECHNOLOGIES CORP.

                  This warrant  certificate  ("Warrant  Certificate")  certifies
that, for value received,  UBS Capital Sp.A. or registered assigns (the "Warrant
Holder") is the owner of the number of warrants  (each,  a "Warrant")  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 the common  stock,  par value $.10 per share
(the "Common Stock"),  of Del Global  Technologies Corp., a New York corporation
(the  "Company"),  at the Exercise  Price as provided  below,  payable 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") in the six
year period terminating on December 28, 2005.

                           1.2.     The  purchase price payable upon exercise of
each  Warrant("Exercise  Price") shall be 7 15/16 DOLLARS ($7.9375),  subject to
adjustment as  hereinafter  provided.  The Exercise Price and number of 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
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<PAGE>



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 City time on December 28, 2005, 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 City 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  conversion of the Common
Stock or  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 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  Warrant  Certificates  of different  denominations  entitling  the holder
thereof to purchase in the aggregate the same number of shares of Common Stock

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<PAGE>



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 Certificate may be divided or combined with other warrant
certificates  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 Warrant Certificates 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 those  expressed in this 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  each  Warrant  shall
                           simultaneously  be  adjusted by  multiplying  (x) the
                           number of Shares issuable upon exercise of a Warrant

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<PAGE>



                           immediately  prior to the event requiring  adjustment
                           pursuant to Subsection  (a) above by (y) the Exercise
                           Price in effect  immediately  prior to such event 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
                           notwithstanding,  the Company shall be entitled,  but
                           shall not be required, to make such reductions 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 the Warrants).

                                    (d) Whenever the Exercise  Price is adjusted
                           as herein provided,  the Company shall promptly,  but
                           in any  case  within  ten (10)  days,  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. In addition,  within thirty (30) days
                           of  the  end  of  the  Company's   fiscal  year  next
                           following any such adjustment,  the Company shall, at
                           its  expense,   deliver  to  the  Warrant  Holders  a
                           certificate of a firm of independent certified public
                           accountants  selected by the Board of Directors  (who
                           may  be  the  regular  accountants  employed  by  the
                           Company) to verify the  computation  required by this
                           Section 7.

                                    (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.

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<PAGE>



                                    (f)  Irrespective  of any adjustments in the
                           Exercise  Price or the  number or kind of  securities
                           purchasable  upon  exercise  of  the  Warrants,  this
                           Warrant  Certificate  may  continue to  evidence  the
                           Warrants as so adjusted.

                                    (g) If at any  time  after  the date of this
                           Warrant,  the Company shall distribute to the holders
                           of its  Common  Stock,  (i)  securities,  other  than
                           shares of Common Stock, or (ii) property,  other than
                           cash dividends paid in conformity with past practice,
                           with respect to Common Stock,  then, and in each such
                           case,  the  Warrant  Holder,  upon  exercise  of this
                           Warrant,  shall be entitled to receive the securities
                           and  property  which the  Warrant  Holder  would have
                           received  upon  such  distribution  had it  been  the
                           holder of the number of shares of Common  Stock which
                           the Warrant Holder was entitled to purchase  pursuant
                           to the terms of this  Warrant  as of the date of such
                           distribution.

                  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

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<PAGE>



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.

                  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
all of substantially all of the property of the Company, 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

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<PAGE>



reclassification,  consolidation,  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 during the term of the Warrants, 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  with the  Warrant  Holder  that,  during  the
                           period  commencing  on the date  hereof and ending on
                           the Expiration Date,  within 45 days after 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 the  Warrant  Holder's  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 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 not be required to
                           comply with more than one  request  for  registration
                           pursuant to this Subsection  13(a).  The Company need
                           not comply with any request for registration pursuant
                           to this Subsection  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 this Subsection  13(a), such registration
                           shall be  deemed to have  been a  registration  under
                           Subsection 13(b).

                                    (b) Piggyback  Rights.  If at any time after
                           the date hereof,  the Company shall propose to file a
                           registration  statement  ("Registration   Statement")
                           under  the Act,  other  than a  reorganization  or an
                           offering pursuant to a stock option or other employee
                           benefit  plan or an  offering  on Form S-4 or S-5 (or
                           any   successor   forms   thereto)   relating  to  an
                           acquisition of another corporation,  then, during the
                           period  commencing on the date hereof and terminating
                           on the Expiration  Date, and subject to paragraph (3)
                           of this Subsection  13(b),  the Company shall in each
                           case deliver written

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<PAGE>



                           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  fifteen
                           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
                           Subsection 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 Subsection
                           13(b),  such  holder  shall so advise in  writing  no
                           later than  fifteen 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 paragraph (3)
                           of this Subsection 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 Subsection
                           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.

                                            (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 Subsection  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

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<PAGE>



                           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  this
                           Subsection  13(b),  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  Subsection  13(b) shall,  however,  bear the
                           fees of his own  counsel and any  registration  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  (each,  an  "Indemnified  Person")  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

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<PAGE>



                           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.

                                            (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 this Subsection (c).

                                            (iii) In order to  provide  for just
                           and equitable  contribution in circumstances in which
                           the  indemnification  provided for in this Subsection
                           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 receipt of notice
                           of  commencement  of any action,  suit or  proceeding
                           against such party in respect of which a claim

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<PAGE>



                           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 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:     December 28, 1999

Attest:

/S/ Dave Engel
---------------------------
David Engel, Vice President

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<PAGE>



                                  EXERCISE FORM


                                                Dated: ________________, 200_


                  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 Purchase
Price for such shares in full.

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


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

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


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<PAGE>


                                 ASSIGNMENT FORM

                  FOR VALUE RECEIVED, ______________________________________
hereby sells, assigns and transfer 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 _____________, 200_

Signature __________________________
                  [PRINT NAME

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