FIRST AMENDMENT
                                       to
                      AMENDED AND RESTATED CREDIT AGREEMENT


         FIRST  AMENDMENT  (the  "Amendment"),  dated as of  August 2, 1996 (the
"First  Amendment Date") to Amended and Restated Credit  Agreement,  made by The
Chase Manhattan Bank (successor by merger to The Chase Manhattan Bank,  N.A.), a
New York banking corporation having an office at 106 Corporate Park Drive, White
Plains, New York 10604 (the "Bank") and DEL GLOBAL TECHNOLOGIES CORP.,  formerly
known as Del Electronics  Corp., a New York corporation  having an office at One
Commerce Park,  Valhalla,  New York 10595 ("Del"),  RFI CORPORATION,  a Delaware
corporation  having an office at 100 Pine Aire Drive,  Bay Shore, New York 11706
("RFI"),  DYNARAD  CORP., a New York  corporation  having an office at 19 Jefryn
Boulevard,  Deer Park,  New York 11729  ("Dynarad"),  BERTAN HIGH VOLTAGE CORP.,
formerly known as Del Acquisition Corp., a New York corporation having an office
at 121 New South Road, Hicksville,  New York 11801 ("Bertan High Voltage"),  DEL
MEDICAL SYSTEMS CORP., a New York  corporation  having an office at One Commerce
Park, Valhalla,  New York 10595 ("Del Medical"),  and GENDEX-DEL MEDICAL IMAGING
CORP.,  a  Delaware  corporation  having an office  at 11550  West King  Street,
Franklin Park, Illinois 60131 ("Gendex-DMI" and together with Del, RFI, Dynarad,
Bertan  High  Voltage,  and  Del  Medical  hereinafter   sometimes  referred  to
collectively as the "Debtors").


                               W I T N E S S E T H

         WHEREAS,  the Debtors and the Bank entered into an Amended and Restated
Credit Agreement (the  "Agreement")  dated as of March 5, 1996,  pursuant to the
terms  of  which  the  Bank  agreed  to make  certain  financial  accommodations
available to the Debtors;

         WHEREAS,  all capitalized terms used in the Agreement and not otherwise
defined herein shall have the meanings given to them in the Agreement;

         WHEREAS,  as of the First  Amendment  Date, the  outstanding  principal
balance of the Revolving Credit Loans is $100,000 and the outstanding  principal
balance of the Term Loan is $500,000,  to both of which there are no defenses or
offsets;

         WHEREAS,  the Debtors and the Bank have agreed,  among other things, to
convert  the Term Loan  facility  to a standby  term  loan  facility,  to modify
certain  amortization  provisions  contained  in the  Agreement,  to release the
Bank's  security  interest in certain  assets of the Debtors,  to modify certain
covenants  contained  in  the  Agreement,  and  to  modify  the  interest  rates
applicable to loans made under the Agreement;

         NOW,   THEREFORE,   in   consideration  of  the  mutual  covenants  and
undertakings herein contained, the Debtors and the Bank hereby agree as follows:


<PAGE>





                                        
94-350-4D:del1am.006:August 7, 1996

                          A. Modification of Agreement

     1. Section 1.1.  Section 1.1 of the Agreement is hereby  modified as of the
First  Amendment  Date by the  addition of the  following  definitions  in their
proper alphabetical positions:

          Acquisition   shall  mean  the  acquisition  by  Del  or  any  of  its
     wholly-owned  subsidiaries of another entity or all or substantially all of
     the assets of another  entity.  Additional Term Loan shall have the meaning
     assigned to such term in Section 2.1.

          Additional   Term  Note  or  Additional  Term  Notes  shall  mean  the
     additional  term loan note or notes  executed and  delivered by the Debtors
     pursuant  to Section  2.3(b),  in  substantially  the form of  Exhibit  A-1
     hereto, as such may be amended, modified or restated from time to time.

          Declaration   of   Restrictions   shall   mean  the   declaration   of
     restrictions, in substantially the form of Exhibit N hereto, as such may be
     amended, modified or restated from time to time.

          First  Amendment shall mean the amendment to the Agreement dated as of
     August 2, 1996.

          First Amendment Date shall mean August 2, 1996.

          Negative Pledge Agreement shall mean the Negative Pledge Agreement, in
     substantially  the  form of  Exhibit  M  hereto,  as such  may be  amended,
     modified or restated from time to time.

          Standby  Term  Loan  Commitment  shall  mean  the  Standby  Term  Loan
     Commitment of the Bank as set forth in Section 2.1.

          Standby  Term Loan  Commitment  Fee shall mean the  Standby  Term Loan
     Commitment Fee as set forth in Section 2.6.

          Standby  Term Loan  Commitment  Period  shall mean the period from and
     including  the First  Amendment  Date to, but not  including  the Term Loan
     Maturity Date.

          Term Loan "A" shall have the meaning  assigned to such term in Section
     2.1.

     2. Section 1.1.  Section 1.1 of the Agreement is hereby further modified by
<PAGE>
the deletion of the  definitions  for the terms,  "Loans,"  "Note or Notes," and
"Term Loan" and the substitution of the following therefor:

          Loans shall mean the Term Loans, the Revolving Credit Loan, the Letter
     of Credit Facility or any or all of them, as the context may require.

          Note or Notes  shall mean the Term  Note,  the  Additional  Term Notes
     and/or the Revolving Credit Note, as the context may require.

          Term Loan or Term Loans shall mean any or all of Term Loan "A" and the
     Additional Term Loans, as the context may require.

     3. Section 1.1 Section 1.1 of the Agreement is hereby  further  modified by
the deletion of the terms,  "Bertan  Security  Agreement," "Del Medical Security
Agreement," "Del Security Agreement," "Dynarad Security Agreement,"  "Gendex-DMI
Security  Agreement,"   "Indemnification   Agreement,"   "Mortgage,"   "Mortgage
Modification  Agreement No. 3," "Mortgagor,"  "Modification and Reaffirmation of
Indemnity,"  "RFI  Security  Agreement,"   "Subordinate  Mortgage,"  and  "Third
Mortgage."

     4. Section 2.1.  Section 2.1 of the  Agreement is hereby  deleted as of the
First Amendment Date and the following substituted therefor:

          2.1  Term  Loans.  The  Bank has  heretofore  made a term  loan to the
     Debtors,  the  outstanding  principal  balance  of  which  was,  as of  the
     Restatement Date,  $10,000,000.00,  and is, as of the First Amendment Date,
     $500,000.00  ("Term Loan A").  Subject to the terms and conditions  hereof,
     the Bank agrees to make additional  term loans (each,  an "Additional  Term
     Loan") to the Debtors from time to time during the Standby Revolving Credit
     Commitment Period which in the aggregate of the original  principal amounts
     thereof,  when added to the outstanding  principal  balance as of the First
     Amendment  Date of Term Loan  "A",  shall not  exceed  $10,000,000.00  (the
     "Standby  Term Loan  Commitment").  Payments  made on Term Loans may not be
     reborrowed.  The Debtors  shall have the right to reduce or  terminate  the
     amount of the unused Standby Term Loan  Commitment at any time or from time
     to time,  provided  that:  (a) the Debtors  shall have given notice of each
     such  reduction or termination to the Bank as provided in Section 2.15; and
     (b) each partial  reduction shall be in an aggregate  amount at least equal
     to $100,000.00. The Standby Term Loan Commitment once reduced or terminated
     may not be reinstated.

     5. Section 2.3.  Section 2.3 of the  Agreement is hereby  deleted as of the
First Amendment Date and the following substituted therefor:

<PAGE>
     2.3 Notes

          (a) Term  Loans.  Term Loan "A" shall be  evidenced  by a  replacement
     promissory  note of the  Debtors  substantially  in the form of  Exhibit  A
     hereto with  appropriate  insertions (the "Term Note") payable to the order
     of the Bank and dated the First Amendment Date. The principal amount of the
     Term Note shall be payable in 19 equal consecutive quarterly  installments,
     each in the amount of $26,315.27,  payable on the last business day of each
     fiscal  quarter  of  Del,  commencing  November  30,  1996  and  continuing
     thereafter  until the  entire  unpaid  principal  balance of the Term Note,
     together with all accrued and unpaid interest, shall be paid in full on the
     Term Loan Maturity Date. The Additional  Term Loans shall each be evidenced
     by a promissory  note of the Debtors  substantially  in the form of Exhibit
     A-1 hereto, dated the date on which such Additional Term Loan is made, with
     appropriate  insertions  (each an  "Additional  Term Note")  payable to the
     order of the Bank and representing the obligation of the Debtors to pay the
     unpaid principal amount of such Additional Term Loan, with interest thereon
     as hereinafter provided.  The principal amount of each Additional Term Loan
     shall be payable in equal consecutive  quarterly  installments,  payable on
     the last business day of each fiscal quarter of Del, commencing on the last
     business day of the fiscal quarter in which such Loan is made.  Term Loans,
     or portions thereof, subject to limitations set forth in Section 2.4(c) and
     Section  2.16  hereof,  may  be  outstanding  as  Variable  Rate  Loans  or
     Eurodollar Loans.

     6. Section  2.4(d)  Section 2.4(d) of the Agreement is hereby deleted as of
the First Amendment Date and the following substituted therefor:

          (d) The Margin  that shall  apply to Term Loans is set forth below and
     is based on the Debtors'  Consolidated  Interest Expense Coverage Ratio for
     the six-month  period ending on the most recent Interest  Measurement  Date
     and the Debtors'  Leverage  Ratio on the most recent  Interest  Measurement
     Date, as reported in the  applicable  financial  statement  provided to the
     Bank pursuant to Section 5.5 hereof:

<TABLE>
<CAPTION>
          <S>                  <C>        <C>             <C>                     <C>
           ---------------------------------------------- ----------------------- -------------------------

                             Criteria                     Variable Rate Margin:      Eurodollar Margin:
           Leverage Ratio           Interest                   Basis Points             Basis Points
                                              Coverage
                                               Ratio
           ---------------------------------------------- ----------------------- -------------------------
           ------------------ ---------- ---------------- ----------------------- -------------------------

           Greater than        and/or    Less than 3.00             0                       275
           1.25 to 1.00                  to 1.00
           ------------------ ---------- ---------------- ----------------------- -------------------------
<PAGE>        
           ------------------ ---------- ---------------- ----------------------- -------------------------

           Equal to or less      and     Equal to or                0                       250
           than 1.25 to                  greater than
           1.00                          3.00 to 1.00
                                         but less than
                                         3.50 to 1.00
           ------------------ ---------- ---------------- ----------------------- -------------------------
           ------------------ ---------- ---------------- ----------------------- -------------------------

           Equal to or           and     Equal to or                0                       200
           less than 1.25                greater than
           to 1.00                       3.50 to 1.00
                                         but less than
                                         4.00 to 1.00
           ------------------ ---------- ---------------- ----------------------- -------------------------
           ------------------ ---------- ---------------- ----------------------- -------------------------

           Equal to or less      and     Equal to or                0                       175
           than 1.00 to                  greater than
           1.00                          4.00 to 1.00
                                         but less than
                                         4.50 to 1.00
           ------------------ ---------- ---------------- ----------------------- -------------------------
           ------------------ ---------- ---------------- ----------------------- -------------------------

           Equal to or less      and     Equal to or                0                       150
           than .75 to 1.00              greater than
                                         4.50 to 1.00
                                         but less than
                                         5.00 to 1.00
           ------------------ ---------- ---------------- ----------------------- -------------------------
           ------------------ ---------- ---------------- ----------------------- -------------------------

           Equal to or less      and     Equal to or                0                       125
           than .50 to 1.00              greater than
                                         5.00 to 1.00
                                         but less than
                                         5.50 to 1.00
           ------------------ ---------- ---------------- ----------------------- -------------------------
           ------------------ ---------- ---------------- ----------------------- -------------------------

           Equal to or less      and     Equal to or                0                       100
           than .25 to 1.00              greater than
                                         5.50 to 1.00
           ------------------ ---------- ---------------- ----------------------- -------------------------

</TABLE>




         Upon acceptance by the Bank of such  calculations,  Margin  adjustments
         resulting from such calculations shall become  retroactively  effective
         as of the first day of the calendar month in which the above referenced
         financial statements shall have been presented to the Bank.

         7. Section  2.4(e)  Section 2.4(e)of the Agreement is hereby deleted as
of the First Amendment Date and the following substituted therefor:

          (e) The Margin that shall apply to Revolving Credit Loans is set forth
     below and is based on the Debtors'  Consolidated  Interest Expense Coverage
     Ratio  for  the  six-month  period  ending  on  the  most  recent  Interest
     Measurement  Date  and the  Debtors'  Leverage  Ratio  on the  most  recent
     Interest   Measurement  Date,  as  reported  in  the  applicable  financial
     statement provided to the Bank pursuant to Section 5.5 hereof:
<PAGE>
<TABLE>
<CAPTION>
           <S>                <C>        <C>              <C>                     <C>   
           ---------------------------------------------- ----------------------- -------------------------

                             Criteria                     Variable Rate Margin:      Eurodollar Margin:
           Leverage Ratio           Interest                   Basis Points             Basis Points
                                              Coverage
                                               Ratio
           ---------------------------------------------- ----------------------- -------------------------
           ------------------ ---------- ---------------- ----------------------- -------------------------

           Greater than        and/or    Less than 3.00             0                       250
           1.25 to 1.00                  to 1.00
           ------------------ ---------- ---------------- ----------------------- -------------------------
           ------------------ ---------- ---------------- ----------------------- -------------------------

           Equal to or less      and     Equal to or                0                       225
           than 1.25 to                  greater than
           1.00                          3.00 to 1.00
                                         but less than
                                         3.50 to 1.00
           ------------------ ---------- ---------------- ----------------------- -------------------------
           ------------------ ---------- ---------------- ----------------------- -------------------------

           Equal to or           and     Equal to or                0                       175
           less than 1.25                greater than
           to 1.00                       3.50 to 1.00
                                         but less than
                                         4.00 to 1.00
           ------------------ ---------- ---------------- ----------------------- -------------------------
           ------------------ ---------- ---------------- ----------------------- -------------------------

           Equal to or less      and     Equal to or                0                       150
           than 1.00 to                  greater than
           1.00                          4.00 to 1.00
                                         but less than
                                         4.50 to 1.00
           ------------------ ---------- ---------------- ----------------------- -------------------------
           ------------------ ---------- ---------------- ----------------------- -------------------------

           Equal to or less      and     Equal to or                0                       125
           than .75 to 1.00              greater than
                                         4.50 to 1.00
                                         but less than
                                         5.00 to 1.00
           ------------------ ---------- ---------------- ----------------------- -------------------------
           ------------------ ---------- ---------------- ----------------------- -------------------------

           Equal to or less      and     Equal to or                0                       100
           than .50 to 1.00              greater than
                                         5.00 to 1.00
                                         but less than
                                         5.50 to 1.00
           ------------------ ---------- ---------------- ----------------------- -------------------------
           ------------------ ---------- ---------------- ----------------------- -------------------------

           Equal to or less      and     Equal to or                0                        75
           than .25 to 1.00              greater than
                                         5.50 to 1.00
           ------------------ ---------- ---------------- ----------------------- -------------------------
</TABLE>
<PAGE>

         Upon acceptance by the Bank of such  calculations,  Margin  adjustments
         resulting from such calculations shall become  retroactively  effective
         as of the first day of the calendar month in which the above referenced
         financial statements shall have been presented to the Bank.

         8.  Section 2.5 Section 2.5 of the  Agreement  is hereby  deleted as of
the First Amendment Date and the following substituted therefor:

                  2.5 Procedure for  Revolving  Credit and Term Loan  Borrowing.
         The Debtors may borrow under the Revolving Credit Commitment during the
         Revolving  Credit  Commitment  Period and under the  Standby  Term Loan
         Commitment  during the Standby  Term Loan Period on any Business Day by
         giving  the  Bank  written  or  facsimile  notice  of a  request  for a
         Revolving Credit Loan or an Additional Term Loan hereunder, as the case
         may be,  setting  forth the amount of the Loan  requested  and the date
         thereof, and, in the case of an Additional Term Loan, setting forth the
         terms of the  Acquisition to be financed by such  Additional  Term Loan
         and any  information  regarding  such  Acquisition  that  the  Bank may
         reasonably  require.  Prior  to  the  advance  to  the  Debtors  of  an
         Additional Term Loan, or portion thereof,  the Debtors shall deliver to
         the Bank an Additional  Term Loan Note in the amount of the  Additional
         Term Loan being  requested.  Additional  Term Loans are  subject to the
         Bank's prior  written  approval of the terms of the  Acquisition  to be
         financed by such Additional  Term Loan,  which approval shall be in the
         Bank's sole  discretion,  except that the Debtors shall be permitted to
         make Acquisitions without the Bank's approval,  provided, however, that
         such  Acquisitions  do  not  exceed,  in  the  aggregate,   $3,000,000,
         calculated from the First Amendment Date.  Except for borrowings  which
         exhaust the full remaining amount of the Revolving  Credit  Commitment,
         or  Standby  Term Loan  Commitment,  as the case may be, and except for
         Eurodollar  Loans, each borrowing under the Revolving Credit Commitment
         and each borrowing under the Standby Term Loan  Commitment  shall be in
         an amount at least equal to $100,000.  Such notice shall be  sufficient
         if given  within the time period set forth  therefor  in Section  2.15,
         provided,  however, that in the case of Additional Term Loans, the Bank
         shall have  theretofore  given its  approval of the  Acquisition  being
         funded, where such approval is required.

         9.  Section 2.6 Section 2.6 of the  Agreement  is hereby  deleted as of
the First Amendment Date and the following substituted therefor:

                  2.6 Fees.  (a) As  additional  compensation  for the Revolving
         Credit  Commitment and Letter of Credit  Facility  provided for herein,
         the Debtors, jointly and severally,  agree to pay the Bank a Commitment
         Fee during the Revolving  Credit  Commitment  Period at a rate equal to
         one-quarter of one percent (.25%) per annum of the average daily unused
         portion of the combined (i) Revolving Credit  Commitment,  and, without
         duplication,  (ii) the Letter of Credit  Facility.  The  Commitment Fee
         shall be payable  quarterly in arrears on the last day of each January,
         April,  July, and October during the Revolving Credit Commitment Period
         and at the time of the termination of the Revolving Credit Commitment.

                  (b) As  additional  compensation  for the  Standby  Term  Loan
         Commitment  provided for herein,  the Debtors,  jointly and  severally,
         agree to pay the Bank a Standby  Term Loan  Commitment  Fee  during the
         Standby Term Loan  Commitment  Period at a rate equal to one-quarter of
         one percent (.25%) per annum of the average daily unused portion of the
         Standby  Term Loan  Commitment  (excluding  all portions of the Standby
         Term  Loan  Commitment  which  have  been  borrowed  and  repaid by the
         Debtors).  The  Standby  Term  Loan  Commitment  Fee  shall be  payable
         quarterly in arrears on the last day of each  January,  April,  August,
         and October during the Standby Term Loan  Commitment  Period and at the
         time of the termination of the Standby Term Loan Commitment.

         10.  Section 2.15 Section 2.15 of the Agreement is hereby deleted as of
the First Amendment Date and the following substituted therefor:

                  2.15 Certain  Notices.  Notices by the  Debtors to the Bank of
         each borrowing,  prepayment or conversion,  and each renewal  hereunder
         shall be  irrevocable  and shall be  effective  only if received by the
         Bank not later than 2:00 p.m. (in the case of Variable  Rate Loans) and
         11:00 a.m. (in the case of Eurodollar Loans),  both New York City time,
         and in the case of borrowings and prepayments of,  conversions into and
         (in the case of Eurodollar  Loans) renewals of (i) Variable Rate Loans,
         given not later than 2:00 p.m.  on the date of such  request;  and (ii)
         Eurodollar Loans, given three Business Days prior thereto no later than
         11:00 a.m. on the date of such request.  Each such notice shall specify
         the Loans to be borrowed,  prepaid, converted or renewed and the amount
         and type of the Loans to be  borrowed,  or  converted,  or  prepaid  or
         renewed (and, in the case of a conversion,  the type of Loans to result
         from  such  conversion  and,  in the  case of a  Eurodollar  Loan,  the
         Interest Period  therefor) and the date of the borrowing or prepayment,
         or conversion or renewal (which shall be a Business Day).

         11.  Section 3.12 Section 3.12 of the  Agreement is hereby  deleted and
the words "Section 3.12 Intentionally Omitted" are inserted in its place.

         12. Section 3.13 Section 3.13 of the Agreement is hereby modified as of
the First Amendment Date by the addition of the following at the end thereof:
<PAGE>
         The  proceeds of the  Additional  Term Loans shall be used only for the
         payment of the purchase price of the Acquisitions  which, to the extent
         such proceeds of the  Additional  Term Loans exceed,  in the aggregate,
         $3,000,000,  calculated from the First Amendment Date,  shall have been
         approved in writing prior thereto by the Bank.

         13.  Section 4.1 Section 4.1 of the Agreement is hereby  modified as of
the First  Amendment Date by the addition of the following  paragraph (e) at the
end thereof:

                  (e) In the case of  borrowings  under  the  Standby  Term Loan
         Commitment, the Bank shall have received an Additional Term Note in the
         amount of the  borrowing,  duly executed by the Debtors  payable to its
         order and otherwise complying with the provisions of Section 2.3.

         14.  Section 5.3  Section 5.3 of the Agreement is hereby  deleted as of
the First  Amendment Date and the following substituted therefor:

                  5.3  Insurance.  Each  Debtor  will  (a)  keep  its  insurable
         properties  adequately  insured at all times by  financially  sound and
         reputable insurers,  (b) maintain such other insurance,  to such extent
         and against such risks,  including fire and other risks insured against
         by extended coverage, as is customary with companies similarly situated
         and in the same or similar  businesses,  (c) maintain in full force and
         effect public liability insurance against claims for personal injury or
         death or property  damage  occurring  upon,  in, about or in connection
         with the use of any  properties  owned,  occupied or controlled by such
         Debtor,  in such amount as it shall reasonably deem necessary,  and (d)
         maintain  such other  insurance  as may be required by law or as may be
         reasonably  requested by the Bank for  purposes of assuring  compliance
         with this Section 5.3. All such insurance shall provide for at least 30
         days' prior written notice to the Bank of the  cancellation or material
         modification thereof.

         15. Section 6.1 Paragraph (h) of Section 6.1 of the Agreement is hereby
deleted as of the First Amendment Date and the words "Paragraph (h)Intentionally
Omitted" are inserted in its place.

         16. Section 6.7  Section 6.7 of the  Agreement is hereby  deleted as of
the First  Amendment Date and the following substituted therefor:

         6.7 Investments.  (a) Own, purchase or acquire any stock,  obligations,
         assets or  securities  of,  or any  interest  in,  or make any  capital
         contribution or loan or advance to, any other person, or make any other
         investments  with an aggregate fair market value exceeding  $250,000.00
         (valued  at the  time of the  acquisition  thereof),  except  that  the
         Debtors may (i) own, purchase or acquire certificates of deposit of the
         Bank or any  FDIC-insured  commercial bank registered to do business in
         any state of the United States having  capital and surplus in excess of
         $500,000,000;  (ii) own, purchase or acquire  obligations of the United
         States  government  or any agency  thereof which are backed by the full
         faith and credit of the United States;  (iii) own,  purchase or acquire
         commercial  paper of a domestic  issuer  rated at least A-1 by Standard
<PAGE>
         and Poor's Corporation or P-1 by Moody's Investors Service,  Inc.; (iv)
         subject to the provisions of Section 6.7(b) hereof, purchase or acquire
         during any fiscal  year of Del (a "Fiscal  Year")  shares of the common
         stock of Del ("Common  Stock")  with an aggregate  fair market value of
         not  more  than  $1,500,000  (valued  at the  time  of the  acquisition
         thereof),  and thereafter own all such shares so purchased or acquired;
         (v) own, purchase,  or acquire stock,  obligations and/or securities of
         any  other  person  provided  that  such  stock,   obligations   and/or
         securities  are  held  by  the  Debtors  in the  deferred  compensation
         account(s)  which are  maintained  by Del for the benefit of Leonard A.
         Trugman;  and (vi) make  Acquisitions  with the proceeds of  Additional
         Term Loans provided,  however, that the Bank shall have given its prior
         written  approval of such  Acquisitions to the extent that they exceed,
         in the aggregate, $3,000,000 calculated from the First Amendment Date.

         (b)  The right of the  Debtors  to  repurchase  shares of Common  Stock
         pursuant to Section 6.7(a)(iv) hereof is subject to the following:

                    (i) The Debtors may during any Fiscal Year repurchase shares
          of the Common  Stock with an  aggregate  fair market value of not more
          than $750,000  (valued at the time of the acquisition  thereof) if (A)
          no default under Section 6.4, Section 6.8, Section 6.9 or Section 6.11
          of this Agreement shall have occurred and be continuing at the time of
          such  repurchase  and (B) after giving  effect to such  repurchase  of
          shares, no default shall exist under Section 6.9 hereof.

                    (ii) In addition to the shares of Common  Stock which may be
          repurchased  pursuant to subsection (i) above,  during any Fiscal Year
          the Debtors may repurchase  additional shares of the Common Stock with
          an aggregate fair market value (valued at the time of the  acquisition
          thereof)   equal  to  (A)  the  dollar   amount  of  the  increase  in
          Consolidated  Tangible  Net Worth of the Debtors for the Fiscal  Year,
          minus (B) $1,250,000;  provided, however, that (x) in no event may the
          Debtors during any Fiscal Year repurchase  additional shares of Common
          Stock  pursuant  to the  provisions  of this  subsection  (ii) with an
          aggregate fair market value in excess of $750,000  (valued at the time
          of the  acquisition  thereof)  and (y) in no  event  may  the  Debtors
          repurchase   additional   shares  of  Common  Stock  pursuant  to  the
          provisions  of this  subsection  (ii) if, after giving  effect to such
          repurchase of additional  shares,  a default shall exist under Section
          6.9 hereof.

          17. Section 6.8 Section 6.8 of the  Agreement is hereby  deleted as of
the First  Amendment  Date and the following substituted therefor:

                    6.8 Current Ratio. Permit the Consolidated  Current Ratio of
          the Debtors at any time to be less than 2.50:1.00.
<PAGE>
          18. Section 6.9 Section  6.9  of the  Agreement is hereby  deleted  as
of the First Amendment Date and the following substituted therefor:

                    6.9 Tangible Net Worth. Permit the Consolidated Tangible Net
          Worth of the Debtors at any time during the periods specified below to
          be less than:

                  Period                                               Amount
                  Fiscal year ending 8/2/96                          $33,450,000
                  Fiscal year ending 8/1/97                          $34,800,000
                  Fiscal year ending 7/31/98                         $36,050,000
                  Fiscal year ending 7/31/99                         $37,300,000
                  Fiscal year ending 7/29/00                         $38,550,000
                  Fiscal year ending 7/31/01                         $39,800,000

         19. Section 6.16  Section 6.16 of the Agreement is hereby deleted as of
the First  Amendment Date and the following substituted therefor:

                    6.16  Leverage  Ratio.  Permit  the  Leverage  Ratio  of the
          Debtors in any fiscal year to exceed 1.25.

         20. Section 9.1   Section 9.1 of the Agreement is hereby  deleted as of
the  First  Amendment  Date  and  the  words "Section 9.1 Intentionally Omitted"
inserted in its place.

         21.  Security.  As of the First  Amendment  Date,  the Bertan  Security
Agreement,  the Del Medical Security Agreement,  the Del Security Agreement, the
Dynarad Security Agreement,  the Gendex-DMI Security Agreement, the RFI Security
Agreement,  and  the  Indemnification  Agreement  are  hereby  canceled  and all
references in the Agreement to any security interests or mortgages given for the
benefit  of the  Bank  to  secure  the  obligations  of the  Debtors  under  the
Agreements are hereby deleted, it being the intention of the parties hereto that
(a) the Loans shall be  unsecured  and (b) the assets  being  released  from the
Bank's liens shall not be given as security for any other indebtedness and shall
not become subject to any other liens. In furtherance of the foregoing,  (i) the
Bank shall  execute and deliver to the Debtors such UCC-3  financing  statements
and a satisfaction of each of (a) the Mortgage,  (b) the  Subordinate  Mortgage,
and (c) the Third  Mortgage,(ii)  the Debtors  shall  execute and deliver to the
Bank the Negative Pledge  Agreement,  in the form of Exhibit M to the Agreement,
pursuant  to which  they shall  agree not to  transfer  any of their  respective
assets  (except for the sale of inventory in the normal  course of business) and
not to encumber any of their respective assets except as specifically  permitted
by Section 6.1 of the Agreement,  and (iii) RFI shall execute and deliver to the
Bank a Declaration of  Restrictions,  in the form of Exhibit N to the Agreement,
pursuant to which RFI shall agree not to transfer, assign, mortgage or otherwise
encumber its interest in the RFI Real Property.

         22.  Exhibits.  The  Agreement  is  hereby  modified  as of  the  First
Amendment Date by: (a) the deletion of Exhibit A and the  substitution  therefor
of a new Exhibit A, in the form of Exhibit 1 to this Amendment; (b) the addition
of Exhibit A-1 immediately following Exhibit A, in the form of Exhibit 2 to this
Amendment;  and (c) the  addition  of  Exhibits  M and N  immediately  following
Exhibit L, in the form, respectively of Exhibits 3 and 4 to this Agreement.

<PAGE>
                          B. Condition of Effectiveness

         The  obligation  of the Bank to enter into this  Amendment  to the Loan
Agreement  and to make or provide  any  financial  accommodation  to the Debtors
pursuant to the terms of this  Amendment is subject to the  condition  precedent
that the Bank shall have received each of the following  documents,  in form and
substance  satisfactory  to the Bank and its counsel,  and each of the following
requirements shall have been fulfilled:

         1. This  Amendment.  The Debtors and the Bank shall each have  executed
         and delivered this Amendment.

         2. The Notes. The Debtors shall have executed and delivered to the Bank
         the  Term  Note in the  form of  Exhibit  1 to this  Amendment  and the
         Additional Term Note in the form of Exhibit 2 to this Amendment.

         3.  Negative  Pledge  Agreement.  The Debtors  shall have  executed and
         delivered  to the  Bank a  Negative  Pledge  Agreement  in the  form of
         Exhibit 3 to this Amendment.

         4. Declaration of  Restrictions.  RFI shall have executed and delivered
         to the Bank a Declaration of  Restrictions  in the form of Exhibit 4 to
         this Amendment.

         5.  Evidence  of  Corporate  Action by  Company.  The Bank  shall  have
         received a certificate of the Secretary or Assistant  Secretary of each
         of the Debtors,  dated the First Amendment Date, in  substantially  the
         form of Exhibit 5 to this Amendment,  attesting to all corporate action
         taken by such Debtor,  including resolutions of its Board of Directors,
         authorizing the execution,  delivery, and performance of this Amendment
         and each other  document to be delivered  pursuant to or in  connection
         with this  Amendment,  and  including a copy of all  amendments to such
         Debtor's  certificate of incorporation and by-laws which are subsequent
         to the Restatement  Date, a current good standing  certificate,  and an
         incumbency and signature certificate.

         6. Officer's  Certificate.  The following  statements shall be true and
         the Bank shall have received a certificate,  dated the First  Amendment
         Date, in substantially the form of Exhibit 6 to this Amendment,  signed
         by a duly authorized officer of each of the Debtors stating that to the
         best of his knowledge:
<PAGE>
                  a.   The representations and warranties contained in Section 3
                       of  the  Agreement  and  in  each  of  the  other  Credit
                       Documents  are  correct on and as of the First  Amendment
                       Date, as though made on and as of such dates; and

                  b.   No  default  or  Event of  Default  has  occurred  and is
                       continuing,  or  would  result  from  the  execution  and
                       performance  by the  Debtors  of  this  Amendment  or the
                       Agreement  (as amended by this  Amendment)  or any of the
                       other Credit Documents; and

                  c.   There  has  been  no  material   adverse  change  in  the
                       business,  operations, assets or condition,  financial or
                       otherwise,  of the  Debtors  since  the  date of the most
                       recent financial statements provided to the Bank.

         7. Opinion   Letter.  The  Bank  shall  have  received  an  opinion  of
counsel to the Debtors, substantially in the form of Exhibit 7 to this Amendment


         8. Costs and Expenses.  The Debtors shall have paid, or reimbursed  the
Bank, for all costs,  expenses and charges (including,  without limitation,  all
expenses  and  reasonable  fees of  legal  counsel  for the  Bank)  incurred  in
connection  with  the  negotiation,  preparation,  reproduction,  execution  and
delivery  of this  Amendment  and any  other  instruments  and  documents  to be
delivered hereunder.


                C. Reference to and Effect on the Loan Documents

         1. Upon the  effectiveness  of this  Amendment,  each  reference in the
Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like
import, and each reference in the other Credit Documents to the Agreement, shall
mean and be a reference to the Agreement as amended hereby.

         2. Except as  specifically  amended above,  the Agreement and the other
Credit  Documents  shall remain in full force and effect and are hereby ratified
and confirmed.

         3. The execution,  delivery and  effectiveness  of this Amendment shall
not,  except as  expressly  provided  herein,  operate as a waiver of any right,
power or remedy of the Bank under any of the Credit Documents,  nor constitute a
waiver of any provision of any of the Credit Documents.

                                D. Miscellaneous

         1. Governing Law. This Amendment  shall be governed by and construed in
accordance with the laws of the State of New York.
         2. Headings. Section headings in this Amendment are included herein for
convenience of reference only and do not constitute a part of this Amendment for
any other purpose.
         3.  Exhibits.  Exhibits  1-7 shall  constitute  integral  parts of this
Amendment.
         4.  Counterparts.  This  Amendment  may be  executed  in any  number of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument,  and any party hereto may execute this Amendment by signing any such
counterpart.
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.

(Corporate Seal)  DEL GLOBAL TECHNOLOGIES CORP.


ATTEST:           By:                      /S/ David Engel  
                                           ________________________________
/S/ Michael Taber                          David Engel, Executive Vice President
--------------------
Michael Taber, Secretary


(Corporate Seal)  RFI CORPORATION

ATTEST:           By:                      /S/ David Engel  
                                           ___________________________________
                                           David Engel, Executive Vice President
/S/ Michael Taber
--------------------
Michael Taber, Secretary


(Corporate Seal) DYNARAD CORP.

ATTEST:           By:                      /S/ David Engel    
                                           ___________________________________
                                           David Engel, Executive Vice President
/S/ Michael Taber
--------------------
Michael Taber, Assistant Secretary


(Corporate Seal)  BERTAN HIGH VOLTAGE CORP.

ATTEST:           By:                      /S/ David Engel  
                                           ___________________________________
                                           David Engel, Executive Vice President
/S/ Michael Taber
--------------------
Michael Taber, Secretary


(Corporate Seal)
                                           DEL MEDICAL SYSTEMS CORP.

ATTEST:           By:                      /S/ David Engel  
                                           ___________________________________
                                           David Engel, Executive Vice President
/S/ Michael Taber
--------------------
Michael Taber, Secretary


(Corporate Seal)
                                           GENDEX-DEL MEDICAL IMAGING CORP.

ATTEST:           By:                      /S/ David Engel  
                                           ___________________________________
                                           David Engel, Executive Vice President
/S/ Michael Taber
--------------------
Michael Taber, Secretary