**Exhibit 10.63****WAIVER AND FOURTH AMENDMENT**     **WAIVER AND FOURTH AMENDMENT,**dated as of December 6, 2006 (this “Amendment”), to theLoan and Security Agreement, dated as of August 1, 2005 (the “Loan Agreement”), among Del GlobalTechnologies Corp. (“Del Global”), RFI Corporation and Del Medical Imaging Corp. (collectively,the “Borrowers”) and North Fork Business Capital Corporation (the “Lender”). Capitalized termsused herein and not otherwise defined herein shall have the meanings ascribed to such terms in theLoan Agreement.**WITNESSETH****:**     **WHEREAS,**the Borrowers and the Lender are parties to the Loan Agreement, under which theLender has agreed to make, and has made, Loans and other extensions of credit and accommodationsto the Borrowers on the terms and subject to the conditions set forth therein; and     **WHEREAS,**the Borrowers have requested that the Lender agree, and the Lender has agreed, (i)to waive Events of Default that have occurred and are continuing and (ii) to amend certainprovisions of the Loan Agreement, each upon the terms and subject to the conditions set forthherein.     **NOW, THEREFORE,**the Borrowers and the Lender agree as follows:     **SECTION 1****Waiver****.**Effective as of the date hereof, the Lender hereby waivescompliance with Section 8.6 of the Loan Agreement solely to the extent of the Borrowers’ failureto comply with the covenant contained therein for the fiscal year ending July 29, 2006 and thefiscal quarter ending October 28, 2006.     **SECTION 2****Amendments to the Loan Agreement****.**Effective as of the date hereof, the LoanAgreement is amended as follows:          (a) Section 8.6 of the Loan Agreement is hereby deleted and is amended andrestated in its entirety as follows:     Section 8.6      Tangible Net Worth. The Tangible Net Worth of Del Global andits Subsidiaries as of the last day of each fiscal quarter commencing January 31, 2007shall not be less than $4,250,000 plus 50% of the cumulative net income of DelGlobal and its Subsidiaries for the quarter then ended.     **SECTION 3****Conditions of Effectiveness****.**This Amendment shall become effective when,and only when, the Lender shall have received (a) counterparts of this Amendment, duly executedby the Borrowers, and (b) payment of the costs and expenses (including, without limitation,reasonable attorneys’ fees) incurred by the Lender in connection with this Amendment.
 

 
     **SECTION 4****Representations and Warranties of the Borrowers****.**Each Borrowerrepresents and warrants as follows:          (a) Such Borrower is a corporation duly organized, validly existing and in goodstanding under the laws of the State of New York or Delaware, as the case may be, and isqualified to do business under the laws of such other jurisdictions in which its failure toso qualify could have a Material Adverse Effect.          (b) The execution, delivery and performance by such Borrower of this Amendment (i) arewithin such Borrower’s corporate powers, have been duly authorized by all necessarycorporate action and do not contravene (A) such Borrower’s Governing Documents, (B) anyRequirement of Law or (C) any Material Contract and (ii) will not result in or require thecreation or imposition of any Lien upon or with respect to any property now owned orhereafter acquired by such Borrower.          (c) No authorization, approval or other action by, and no notice to or filing with,any Governmental Authority or other Person is required for the due execution, delivery andperformance by such Borrower of this Amendment.          (d) This Amendment and the Loan Agreement as amended hereby constitute the legal,valid and binding obligations of such Borrower enforceable against such Borrower inaccordance with their respective terms except as enforceability may be limited by (i)bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii)general principles of equity.          (e) Except as specified in Schedule 6.1(r) to the Loan Agreement and the litigationbetween Del Global and Jeffrey Moeller, there is no pending or, to the best of suchBorrower’s knowledge after due inquiry, threatened litigation, contested claim,investigation, arbitration or governmental proceeding by or against such Borrower beforeany court, Governmental Authority or arbitrator which individually or in the aggregatecould reasonably be expected to have a Material Adverse Effect or which purports to affectthe legality, validity or enforceability of this Amendment or the Loan Agreement as amendedhereby.          (f) Except as specified in Section 1 hereof, no Default has occurred and iscontinuing.     **SECTION 5****Reference to and Effect on the Loan Agreement****.**          (a) On and after the date hereof, each reference in the Loan Agreement to “thisAgreement,” “hereunder,” “hereof,” “herein” and words of like import, and each referencein the other Loan Documents to the Loan Agreement shall mean and be a reference to theLoan Agreement as amended hereby.          (b) Except as specifically waived or amended above, (i) the Loan Agreement and eachother Loan Document shall remain in full force and effect and
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are hereby ratified and confirmed by each of the parties hereto and (ii) the Lender shallnot be deemed to have waived any rights or remedies it may have under the Loan Agreement,any other Loan Document or applicable law.          (c) The execution, delivery and effectiveness of this Amendment shall not, except asexpressly provided herein, operate as a waiver of or an amendment to any right, power orremedy of the Lender under any of the Loan Documents, or constitute a waiver of or anamendment to any provision of any of the Loan Documents.     **SECTION**6 **Costs and Expenses****.**The Borrowers agree to pay, on demand, all reasonableout-of-pocket costs and expenses incurred by the Lender in connection with the preparation,negotiation and execution of this Amendment (including, without limitation, the reasonable feesand expenses of counsel to the Lender).     **SECTION 7****Counterparts; Telecopied Signatures****.**This Amendment may be executed incounterparts and by the parties hereto in separate counterparts, each of which when so executedand delivered shall be an original, but all of which shall together constitute one and the sameinstrument. This Amendment may be executed and delivered by telecopier or other facsimiletransmission with the same force and effect as if the same were a fully executed and deliveredoriginal manual counterpart.     **SECTION 8****GOVERNING LAW****.**THE VALIDITY, INTERPRETATION ANDENFORCEMENT OF THIS AMENDMENT AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AMENDMENT,WHETHER SOUNDING IN CONTRACT, TORT OR EQUITY OR OTHERWISE, SHALL BE GOVERNED BY THE INTERNAL LAWS(AS OPPOSED TO THE CONFLICTS OF LAW PROVISIONS) AND DECISIONS OFTHE STATE OF NEW YORK.**SIGNATURES CONTINUE ON FOLLOWING PAGE**
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**SIGNATURES CONTINUED FROM PREVIOUS PAGE**     **IN WITNESS WHEREOF,**the parties hereto have caused this Amendment to be executed by theirrespective officers thereunto duly authorized, as of the date first above written.      DEL GLOBAL TECHNOLOGIES CORP.