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

                                  500 Warrants

                Void after 5:00 p.m. New York time on May 1, 1998


                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                          DEL GLOBAL TECHNOLOGIES CORP.

                  This warrant  certificate  ("Warrant  Certificate")  certifies
that for value  received,  Jonathan  Gordon,  41 Wychwood Road,  Livingston,  NJ
07039,  SS#  155-62-  1804 is the owner of the number of  warrants  ("Warrants")
specified above,  each of which entitles the holder thereof to purchase,  at any
time on or before the Expiration  Date, as hereinafter  defined,  one fully paid
and  non-assessable  share  ("Share") of common stock,  par value $.10 per share
("Common Stock"), of Del Global  Technologies Corp. (the "Company"),  a New York
corporation,  at a purchase price of ELEVEN DOLLARS ($11.00) per share in lawful
money of the United  States of America in cash or by check or a  combination  of
cash and check, subject to adjustment as hereinafter provided.

                  1. Warrant; Exercise Price; Payout Amount.

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

                           1.2. The purchase price payable upon exercise of each
Warrant  ("Exercise  Price")  shall  be  ELEVEN  DOLLARS  ($11.00),  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.

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<PAGE>
                  2. Exercise of Warrant; Expiration Date.

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

                           2.2. The term "Expiration Date" shall mean 5:00 p.m.
New York time on May 1, 2001,  or if such date shall in the State of New York be
a holiday or a day on which banks are  authorized  to close,  then 5:00 p.m. New
York time the next following day which in the State of New York is not a holiday
or a day on which banks are authorized to close,  or in the event of any merger,
consolidation,  or sale of all or substantially all the assets of the Company as
an entirety resulting in any distribution to the Company's stockholders prior to
the  Expiration  Date,  the Warrant Holder shall have the right to exercise this
Warrant  commencing at such time through the  Expiration  Date into the kind and
amount of shares of stock and other  securities  and property  (including  cash)
receivable  by a holder of the number of shares of Common  Stock into which this
Warrant might have been exercisable immediately prior thereto.

                  3. Registration and Transfer on Company Books.

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

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

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

                                        2
<PAGE>
                  4. Reservation of Shares.  The Company  covenants that it will
at all times  reserve and keep  available  out of its  authorized  Common Stock,
solely for the purpose of issuance upon exercise of the Warrants, such number of
shares  of Common  Stock as shall  then be  issuable  upon the  exercise  of all
outstanding  Warrants.  The Company  covenants  that all shares of Common  Stock
which shall be issuable upon exercise of the Warrants  shall be duly and validly
issued and fully  paid and  non-assessable  and free from all  taxes,  liens and
charges with respect to the issuance thereof, and that upon issuance such shares
shall be listed on each national securities exchange, if any, on which the other
shares of outstanding Common Stock of the Company are then listed.

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

                  6. Rights of the  Holder.  The  Warrant  Holder  shall not, by
virtue hereof, be entitled to any voting or other rights of a stockholder in the
Company,  either at law or  equity,  and the  rights of the  Warrant  Holder are
limited to those  expressed in the Warrant  Certificate  and are not enforceable
against the Company except to the extent set forth herein.

                                        3
<PAGE>
                  7. Adjustment   of   Exercise   Price  and  Number  of  Shares
Deliverable.  The  Exercise  Price and the  number  of  shares  of Common  Stock
purchasable pursuant to each Warrant shall be subject to adjustment from time to
time as hereinafter set forth in this Section 7:

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

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

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

                                        4
<PAGE>
                           discretion,   to  be  advisable  in  order  that  any
                           dividend or  distribution  in shares of Common Stock,
                           or any subdivision,  reclassification  or combination
                           of Common Stock hereafter made by the Company,  shall
                           not result in any Federal income tax liability to the
                           holders  of Common  Stock or  securities  convertible
                           into Common Stock (including Warrants).

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

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

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

                  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

                                        5
<PAGE>
amount in cash equal to such fraction  calculated to the nearest cent multiplied
by the current market value of a Share, determined as follows:

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

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

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

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

                  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

                                        6
<PAGE>
the Common  Stock;  or (ii) if the Company  shall offer to the holders of Common
Stock for  subscription or purchase by them any shares of any class or any other
rights; or (iii) if any capital reorganization of the Company,  reclassification
of the capital stock of the Company, consolidation or merger of the Company with
or into another corporation, sale, lease or transfer of all or substantially all
of the property and assets of the Company to another  corporation,  or voluntary
or  involuntary  dissolution,  liquidation or winding up of the Company shall be
effected,  then in any such  case,  the  Company  shall  cause to be  mailed  by
certified  mail to the Warrant  Holder,  at least fifteen days prior to the date
specified in (x) or (y) below,  as the case may be, a notice  containing a brief
description of the proposed action and stating the date on which (x) a record is
to be taken for the purpose of such  dividend,  distribution  or rights,  or (y)
such reclassification, reorganization, consolidation, merger, conveyance, lease,
dissolution,  liquidation  or winding up is to take place and the date,  if any,
which  is to be  fixed,  as of  which  the  holders  of  Common  Stock  or other
securities   shall  receive  cash  or  other  property   deliverable  upon  such
reclassification,    reorganization,    consolidation,    merger,    conveyance,
dissolution, liquidation or winding up.

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

                                        7
<PAGE>
Company other than Common Stock,  any such issue shall be treated as an issue of
Common Stock covered by the provisions of Subsection (a) of Section 7 hereof.

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


                  13. Registration Under the Securities Act of 1933.

                           The Warrant Holder shall be entitled to the following
                           registration rights;

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

                                        8
<PAGE>
                           (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
                           two(2) year period commencing on the date hereof, and
                           subject to Subsection (3) of this Section 13(b),  the
                           Company  shall in each case  deliver  written  notice
                           thereof  to the  Holder  of  this  Warrant  or of the
                           Warrant  Shares and/or any then holder of Warrants or
                           Warrant  Shares  (such  persons  being   collectively
                           referred  to  herein as  "holders")  at least 15 days
                           before the anticipated filing date. Such notice shall
                           offer to each  holder the  option to include  Warrant
                           Shares in such Registration Statement, subject to the
                           conditions set forth in this Section 13(b); provided,
                           however,   that  the   Company   shall  be  under  no
                           obligation to register  Warrant  Shares of any holder
                           if in the  opinion  of  counsel  to  such  holder  no
                           registration  under the Act is required  with respect
                           to a public disposition of such Warrant Shares.

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

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

                                            (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"

                                        9
<PAGE>
                           undertaking by an underwriter), the Company shall use
                           its best efforts to cause the  managing  underwriter,
                           if any, of a proposed  offering to grant a request by
                           a holder  that  Warrant  Shares  be  included  in the
                           proposed  offering on terms and conditions  which are
                           customary  industry  practice  for  such  underwriter
                           under the existing  circumstance,  provided  that any
                           Warrant Shares to be sold by holders pursuant to this
                           Section  13(b),  shall  be sold or  distributed  in a
                           manner   identical   to  the   manner  in  which  the
                           securities which are the subject of such Registration
                           Statement   are   to   be   sold   or    distributed.
                           Notwithstanding  the foregoing,  if any such managing
                           underwriter shall advise the Company in writing that,
                           in good  faith  and in its  reasonable  opinion,  the
                           distribution  of  Warrant  Shares   requested  to  be
                           included in the Registration  Statement  concurrently
                           with the securities  being  registered by the Company
                           would  adversely  affect  the  distribution  of  such
                           securities  by such  underwriters,  the Company shall
                           give  notice  of such  determination  to the  holders
                           requesting  registration,  and the  number of Warrant
                           Shares  proposed to be offered by the holders and any
                           other persons other than the Company shall be reduced
                           pro rata (as specified by the Company in such notice)
                           to  aggregate  a  quantity  of  Warrant   Shares  (so
                           specified) which said managing  underwriter shall not
                           consider excessive.

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

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

                                       10
<PAGE>
                                    (c)  Indemnification.  (i) The Company shall
                           indemnify and hold harmless each such holder and each
                           underwriter,  within the meaning of the Act,  who may
                           purchase from or sell for any such holder any Warrant
                           Shares (collectively, "Indemnified Persons") from and
                           against  any  and all  losses,  claims,  damages  and
                           liabilities caused by any untrue statement or alleged
                           untrue  statement of a material fact contained in the
                           Registration    Statement   or   any   post-effective
                           amendment thereto or any registration statement under
                           the Act or any prospectus  included  therein required
                           to be filed or furnished by reason of this Section 13
                           or caused by any  omission  or  alleged  omission  to
                           state  therein a material  fact required to be stated
                           therein or necessary to make the  statements  therein
                           not  misleading,   except  insofar  as  such  losses,
                           claims, damages or liabilities are caused by any such
                           untrue  statement  or  alleged  untrue  statement  or
                           omission or alleged  omission based upon  information
                           furnished  or required to be  furnished in writing to
                           the Company by such holder or  underwriter  expressly
                           for use therein,  which indemnification shall include
                           each   person,   if  any,   who   controls  any  such
                           underwriter within the meaning of such Act; provided,
                           however,  that the Company shall not be obliged so to
                           indemnify any such holder, underwriter or controlling
                           person unless such holder, underwriter or controlling
                           person shall at the same time  indemnify the Company,
                           its  directors,  each  officer  signing  the  related
                           registration  statement and each person,  if any, who
                           controls the Company  within the meaning of such Act,
                           from and against any and all losses,  claims, damages
                           and  liabilities  caused by any untrue  statement  or
                           alleged untrue statement of a material fact contained
                           in  any  registration  statement  or  any  prospectus
                           required to be filed or  furnished  by reason of this
                           Section  13 or  caused  by any  omission  or  alleged
                           omission to state therein a material fact required to
                           be stated therein or necessary to make the statements
                           therein  not  misleading,  insofar  as  such  losses,
                           claims,  damages  or  liabilities  are  caused by any
                           untrue  statement  or  alleged  untrue  statement  or
                           omission or alleged  omission based upon  information
                           furnished  or required to be  furnished in writing to
                           the  Company  by  any  such  holder,  underwriter  or
                           controlling person expressly for use therein.

                                            (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

                                       11
<PAGE>
                           the Act or Section 20 of the Securities  Exchange Act
                           of 1934,  as amended  ("Exchange  Act"),  to the same
                           extent  as the  indemnity  from the  Company  to each
                           Indemnified Person set forth in paragraph (i) of this
                           Subsection  (c), but only with respect to information
                           relating  to such  Indemnified  Person  furnished  in
                           writing  by such  Indemnified  Person to the  Company
                           expressly  for use in the  Registration  Statement or
                           related  Prospectus  (preliminary  or final),  or any
                           amendment or supplement  thereto.  In case any action
                           or proceeding shall be brought against the Company or
                           its  directors  or officers  or any such  controlling
                           person,  in respect of which  indemnity may be sought
                           against a holder,  each  shall  have the  rights  and
                           duties  given to the  Company  and the Company or its
                           directors or its officers or its controlling  persons
                           each shall  have the  rights  and  duties  given to a
                           holder by Subsection (c).

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

                                       12
<PAGE>
                           sought,  but the  omission  to so notify  such  party
                           shall not relieve  the party from which  contribution
                           may be sought from any obligation it or they may have
                           hereunder or otherwise.

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

                  14. Governing Law. This Warrant  Certificate shall be governed
by,  enforced and construed in accordance with the laws of the State of New York
without regard to the principles of conflicts of law thereof.


                  IN  WITNESS  WHEREOF,  the  Company  has caused  this  Warrant
Certificate to be duly executed by its officers  thereunto  duly  authorized and
its corporate seal to be affixed herein.
                                             DEL GLOBAL TECHNOLOGIES CORP.


                                             By:/S/Leonard A. Trugman 
                                                ----------------------
                                             Name:  Leonard A. Trugman
                                             Title:  Chairman, CEO and President
[SEAL]

Dated:     May 1, 1998

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

                                       13
<PAGE>
                                  EXERCISE FORM


                                                  Dated: ________________, 199_



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




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


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

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


                                       14
<PAGE>
                                 ASSIGNMENT FORM



                  FOR VALUE RECEIVED, ______________________________________
hereby sells, assigns and transfers unto
Name ________________________________________________________________
                  (Please  typewrite or print in bold letters)

Address_______________________________________________________________ the right
to purchase Common Stock represented by this Warrant to the extent of __________
shares  as to which  such  right is  exercisable  and  does  hereby  irrevocably
constitute and appoint  _____________________  Attorney, to transfer the same on
the books of the Company with full power of substitution in the premises.

Date _____________, 199_

Signature __________________________
                  [PRINT NAME]


                                       15