THIRD AMENDMENT
                                       to
                      AMENDED AND RESTATED CREDIT AGREEMENT

         THIRD  AMENDMENT  (the  "Amendment"),  dated as of July 31,  1998  (the
"Third  Amendment Date") to Amended and Restated Credit  Agreement,  dated as of
March 5, 1996, made by The Chase Manhattan Bank , 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.,  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.,  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"), and amended by that certain amendment dated as of August 2, 1996 and
that certain amendment dated as of August 1, 1997.

                               W I T N E S S E T H

         WHEREAS,  the Debtors and the Bank entered into an Amended and Restated
Credit Agreement dated as of March 5, 1996 and amended by that certain amendment
dated as of  August  2, 1996 and that  certain  amendment  dated as of August 1,
1997, (as heretofore  amended,  the "Agreement")  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,  the Debtors and the Bank have agreed,  among other things, to
amend the  formula  pursuant  to which Del may  repurchase  common  stock of Del
without the consent of the Bank;

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

                  A. Modification of Agreement

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

<PAGE>
positions:

                  Third  Amendment  shall mean the  amendment  to the  Agreement
         dated as of July 31, 1998.

                  Third Amendment Date shall mean July 31, 1998.

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

                  6.7   Investments.   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
         $1,000,000.00 (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  and  Poor's  Corporation  or  P-1  by  Moody's
         Investors  Service,  Inc.;  (iv) purchase or acquire  during any fiscal
         year of Del,  shares of the common stock of Del with an aggregate  fair
         market  value  (valued at the time of the  acquisition  thereof) of not
         more  than  80% of its  Net  Income  for  the  such  fiscal  year,  and
         thereafter  own all such shares so  purchased  or  acquired,  provided,
         however, that 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 after giving effect to such repurchase
         of shares,  no default shall exist under  Section 6.9 hereof;  (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. 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.  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 Third  Amendment  Date,  in  substantially  the form of
Exhibit 1 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 Second  Amendment  Date,  a current  good
standing certificate, and an incumbency and signature certificate.

                  3. Officer's  Certificate.  The following  statements shall be
true and the Bank shall have received a certificate,  dated the Third  Amendment
Date, in substantially the form of Exhibit 2 to this Amendment, signed by a duly
authorized  officer  of  each of the  Debtors  stating  that to the  best of his
knowledge:

                  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 Third
                           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.

                  4. Opinion Letter.  The Bank shall have received an opinion of
counsel  to the  Debtors,  substantially  in  the  form  of  Exhibit  3 to  this
Amendment.

                  5.  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  1-3 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.

         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/ Leonard A. Trugman
                                          ---------------------- 
                                          Leonard A. Trugman
                                          Chairman of the Board, Chief Executive
/S/ Michael Taber                         Officer and President
--------------------
Michael Taber, Secretary

<PAGE>
(Corporate Seal)                       RFI CORPORATION


ATTEST:                                By:/S/ Leonard A. Trugman
                                          ---------------------- 
                                          Leonard A. Trugman
                                          Chairman of the Board, Chief Executive
/S/ Michael Taber                         Officer and President
--------------------
Michael Taber, Secretary


(Corporate Seal)                       DYNARAD CORP.


ATTEST:                                By:/S/ Leonard A. Trugman
                                          ---------------------- 
                                          Leonard A. Trugman
                                          Chairman of the Board, Chief Executive
/S/ Michael Taber                         Officer and President
--------------------
Michael Taber, Secretary


(Corporate Seal)                       BERTAN HIGH VOLTAGE CORP.


ATTEST:                                By:/S/ Leonard A. Trugman
                                          ---------------------- 
                                          Leonard A. Trugman
                                          Chairman of the Board, Chief Executive
/S/ Michael Taber                         Officer and President
--------------------
Michael Taber, Secretary


(Corporate Seal)
                                       DEL MEDICAL SYSTEMS CORP.


ATTEST:                                By:/S/ Leonard A. Trugman
                                          ---------------------- 
                                          Leonard A. Trugman
                                          Chairman of the Board, Chief Executive
/S/ Michael Taber                         Officer and President
--------------------
Michael Taber, Secretary


(Corporate Seal)

                                        GENDEX-DEL MEDICAL IMAGING CORP.


ATTEST:                                By:/S/ Leonard A. Trugman
                                          ---------------------- 
                                          Leonard A. Trugman
                                          Chairman of the Board, Chief Executive
/S/ Michael Taber                         Officer and President
--------------------
Michael Taber, Secretary

                                       THE CHASE MANHATTAN BANK


                                       By: /S/Thomas R. Himmelright 
                                           ------------------------
                                           Thomas R. Himmelright, Vice President

<PAGE>

State of New York                   )
                                    ) ss.:
County of    Westchester            )


         On  the  23rd  day  of  October  in  the  year  1998,  before  me,  the
undersigned,  a  Notary  Public  in and for the  State of New  York,  personally
appeared Leonard A. Trugman, personally known to me or proved to me on the basis
of  satisfactory  evidence to be the individual  whose name is subscribed to the
within  instrument  and  acknowledged  to me that he  executed  the  same in his
capacity,  and that by his signature on the instrument,  the individual,  or the
person upon behalf of which the individual acted, executed the instrument.

  Joanne Rizzuto                                 /S/Joanne Rizzuto  
  Notary Public, State of New York               -------------------------------
  No. 01RI5078399                                            NOTARY PUBLIC
  Qualified in Westchester County
  Commission Expires May 27, 1999

State of New York                   )
                                    ) ss.:
County of     Westchester           )


         On  the  23rd  day  of  October  in  the  year  1998,  before  me,  the
undersigned,  a  Notary  Public  in and for the  State of New  York,  personally
appeared Thomas R.  Himmelright,  personally  known to me or proved to me on the
basis of satisfactory  evidence to be the individual whose name is subscribed to
the within  instrument and  acknowledged  to me that he executed the same in his
capacity,  and that by his signature on the instrument,  the individual,  or the
person upon behalf of which the individual acted, executed the instrument.

  Joanne Rizzuto                                 /S/Joanne Rizzuto  
  Notary Public, State of New York               -------------------------------
  No. 01RI5078399                                            NOTARY PUBLIC
  Qualified in Westchester County
  Commission Expires May 27, 1999               --------------------------------

<PAGE>
                             Exhibit 1 to Amendment

                             SECRETARY'S CERTIFICATE
                          DEL GLOBAL TECHNOLOGIES CORP.

         The undersigned, Secretary of Del Global Technologies Corp., a New York
corporation  (the  "Corporation"),  delivers this certificate in connection with
the Third  Amendment to Amended and Restated  Credit  Agreement dated as of July
31, 1998 by and among The Chase Manhattan Bank (the "Bank") and the Corporation,
RFI Corporation,  Dynarad Corp.,  Bertan High Voltage Corp., Del Medical Systems
Corp.,  and  Gendex-Del  Medical  Imaging Corp.  (the  "Amendment"),  and hereby
certifies as follows:

         1. The person  listed  below  holds the office  indicated  and has been
authorized  by the  Corporation  to  execute  the  Amendment  on  behalf  of the
Corporation  and the documents to be delivered  pursuant to the  Amendment.  The
signature set forth opposite his name is his specimen  signature and the Bank is
entitled to rely upon such  authorization  and specimen  signature until further
notified by the Corporation:

      Name                   Title                        Signature
      ----                   -----                        ---------

Leonard A. Trugman         President                 /S/Leonard A. Trugman
                                                     --------------------- 

         2. The copy of each  resolution  necessary for the Corporation to enter
into the transactions contemplated by the Amendment,  attached hereto as Exhibit
A, is true,  complete and correct and has not been amended since the date of its
adoption;

         3. Since the Second  Amendment  Date,  there have been no amendments to
the certificate of incorporation of the Corporation;

         4. Since the Second  Amendment  Date,  there have been no amendments to
the by-laws of the Corporation; and

         5. Attached  hereto as Exhibit B is the Certificate of Good Standing of
the  Corporation,  dated no  earlier  than  thirty  (30) days  prior to the date
hereof,  from the State of New York  certifying  that the Corporation is in good
standing.

         IN WITNESS  WHEREOF,  I hereby set my hand  hereto  this day of October
1998.
                                                  /S/Michael Taber
                                                  ------------------------------
                                                  Michael Taber, Secretary

         I, Leonard A. Trugman,  President of DEL GLOBAL  TECHNOLOGIES  CORP., a
New York corporation, do hereby certify that:

         The  person  listed  below  holds  the  office  indicated  and that the
signature set forth opposite his name is his specimen signature:

    Name                     Title              Signature
    ----                     -----              ---------

Michael Taber              Secretary        /S/Michael Taber
                                            ---------------- 

Dated October 23, 1998
      -------------------                   /S/Leonard A. Trugman
                                            --------------------- 
                                            Leonard A. Trugman



                  The foregoing to serve as format for  certificates for each of
the other Debtors

<PAGE>
                                    Exhibit A
                                       to
                             Secretary's Certificate
                    Joint Action by Unanimous Written Consent
                                     of the
                               Board of Directors
                                   of each of
         DEL GLOBAL TECHNOLOGIES CORP., RFI CORPORATION, DYNARAD CORP.,
              BERTAN HIGH VOLTAGE CORP., DEL MEDICAL SYSTEMS CORP.,
                      and GENDEX-DEL MEDICAL IMAGING CORP.

         The undersigned,  being all of the members of the Board of Directors of
(i) Del Global  Technologies  Corp., a New York  corporation  ("Del"),  (ii) RFI
Corporation,  a Delaware  corporation  ("RFI"),  (iii) Dynarad Corp., a New York
corporation ("Dynarad"),  (iv) Bertan High Voltage Corp., a New York corporation
("Bertan"),  (v)  Del  Medical  Systems  Corp.,  a New  York  corporation  ("Del
Medical"),   and  Gendex-Del  Medical  Imaging  Corp.,  a  Delaware  corporation
("Gendex", and collectively with Del, RFI, Dynarad, Bertan, and Del Medical, the
"Corporations")  pursuant to Section 708 of the Business  Corporation Law of the
State  of New  York,  and  pursuant  to  Section  228 of  the  Delaware  General
Corporation  Law of the State of Delaware  with  respect to RFI and  Gendex,  do
hereby take the following action and adopt the following  Resolutions and direct
that this Consent be filed with the minutes of each Corporation:

                  RESOLVED,  that each of the Corporations is hereby  authorized
     to amend the Amended and Restated  Credit  Agreement,  dated as of March 5,
     1996 and amended as of August 2, 1996 and as of August 1, 1997 (the "Credit
     Agreement"),  by and among the  Corporations  and The Chase  Manhattan Bank
     ("Chase")  in  order to  modify  the  formula  pursuant  to  which  Del may
     repurchase common stock of Del without the consent of Chase; and further

                  RESOLVED,  that each of the Corporations is hereby  authorized
     to enter into, and the Chief Executive Officer, President or Executive Vice
     President of each of the Corporations is hereby  authorized and directed to
     execute  and  deliver  on  behalf  of each of the  Corporations,  the Third
     Amendment to the Credit Agreement (the "Amendment") with Chase, in the form
     to be reviewed by the Chief Executive  Officer,  President or the Executive
     Vice President of each Corporation in consultation with counsel and in such
     final form containing such amendments, additions, deletions,  modifications
     and  other  changes  as he, in his sole  discretion,  shall  approve  (such
     approval to be conclusively evidenced by the execution and delivery thereof
     by the Chief Executive Officer, President or Executive Vice President); and
     further

                  RESOLVED,  that the Chief  Executive  Officer,  President,  or
     Executive Vice President and Secretary of each of the Corporations are each
     hereby  authorized and directed to execute and deliver on behalf of each of
     the Corporations such other  agreements,  documents and instruments in such
     form as shall be approved by the  Chairman  of the Board,  Chief  Executive
     Officer,  President or Executive  Vice  President,  in his sole  discretion
     (such approval to be  conclusively  evidenced by the execution and delivery
     thereof by such Chairman of the Board, Chief Executive  Officer,  President
     or Executive Vice President), and to perform all acts and to take all other
     action  required  or  permitted  to be  taken  by each of the  Corporations
     pursuant to or in furtherance of the Amendment,  and the other  instruments
     referred to therein.

         IN WITNESS  WHEREOF,  the  undersigned  have executed this Consent this
23rd day of October 1998.

                                          For DEL GLOBAL TECHNOLOGIES CORP.:
                                          /S/Leonard A. Trugman
                                          --------------------------------------
                                          Leonard A. Trugman
                                          /S/Natan V. Bertman
                                          --------------------------------------
                                          Natan V. Bertman
                                          /S/David Michael
                                          --------------------------------------
                                          David Michael
                                          /S/Seymour Rubin
                                          --------------------------------------
                                          Seymour Rubin
                                          /S/James M. Tiernan
                                          --------------------------------------
                                          James M. Tiernan

                                          For RFI CORPORATION:
                                          /S/Leonard A. Trugman 
                                          --------------------------------------
                                          Leonard A. Trugman
                                          /S/Seymour Rubin  
                                          --------------------------------------
                                          Seymour Rubin
                                          /S/David Engel
                                          --------------------------------------
                                          David Engel


                                          For DYNARAD CORP.:
                                          /S/Leonard A. Trugman
                                          --------------------------------------
                                          Leonard A. Trugman
                                          /S/David Engel
                                          --------------------------------------
                                          David Engel
                                          /S/Seymour Rubin 
                                          --------------------------------------
                                          Seymour Rubin


                                          For BERTAN HIGH VOLTAGE CORP.:
                                          /S/Leonard A. Trugman
                                          --------------------------------------
                                          Leonard A. Trugman
                                          /S/David Engel
                                          --------------------------------------
                                          David Engel
                                          /S/Seymour Rubin
                                          --------------------------------------
                                          Seymour Rubin


                                          For DEL MEDICAL SYSTEMS CORP.:
                                          /S/Leonard A. Trugman
                                          --------------------------------------
                                          Leonard A. Trugman
                                          /S/David Engel
                                          --------------------------------------
                                          David Engel
                                          /S/Seymour Rubin
                                          --------------------------------------
                                          Seymour Rubin


                                          For GENDEX-DEL MEDICAL IMAGING CORP.:
                                          /S/Leonard A. Trugman
                                          --------------------------------------
                                          Leonard A. Trugman
                                          /S/David Engel
                                          --------------------------------------
                                          David Engel
                                          /S/John Mankowich
                                          --------------------------------------
                                          John Mankowich

<PAGE>
                             Exhibit 2 to Amendment

                              OFFICER'S CERTIFICATE

         This  certificate  is given in connection  with the Third  Amendment to
Amended and Restated  Credit  Agreement (the  "Amendment")  dated as of July 31,
1998 by and among Del Global Technologies Corp. (the "Company"), RFI Corporation
("RFI"),  Dynarad Corp. ("Dynarad"),  Bertan High Voltage Corp. ("Bertan"),  Del
Medical  Systems  Corp.  ("Del  Medical"),   Gendex-Del  Medical  Imaging  Corp.
("Gendex" and together with the Company, RFI, Dynarad,  Bertan High Voltage, and
Del Medical hereinafter referred to collectively as the "Debtors") and The Chase
Manhattan  Bank  (successor by merger to the Chase  Manhattan  Bank,  N.A.) (the
"Bank"), amending the Amended and Restated Credit Agreement dated as of March 5,
1996  between the Debtors and the Bank and  previously  amended by that  certain
amendment  dated as of  August 2, 1996 and that  certain  amendment  dated as of
August 1, 1997 (as amended,  the "Credit  Agreement";  the terms  defined in the
Credit  Agreement are used herein as in the Credit  Agreement  unless  otherwise
defined herein).

1.      The representations and warranties  contained in Section 3 of the Credit
        Agreement  and in each of the other Credit  Documents are correct on and
        as of the Third  Amendment  Date as though  made on and as of such date;
        and

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

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

                                          /S/Leonard A. Trugman
                                          --------------------------------------
                                          Name:  Leonard A. Trugman
                                          Title: Chairman of the Board, Chief 
                                                 Executive Officer and President



                  The foregoing to serve as format for  certificates for each of
the other Debtors
<PAGE>
                             Exhibit 3 to Amendment

                                 OPINION LETTER

                (Letterhead of Tashlik, Kreutzer & Goldwyn P.C.)


                                                       Dated as of July 31, 1998

The Chase Manhattan Bank
106 Corporate Park Drive
White Plains, New York 10604

     Re: Del Global Technologies Corp. ("Del"), RFI Corporation ("RFI"), Dynarad
Corp.  ("Dynarad"),  Bertan High Voltage  Corp.  ("Bertan  high  Voltage"),  Del
Medical  Systems Corp.,  ("Del  Medical") and Gendex-Del  Medical  Imaging Corp.
("Gendex") and,  collectively  with Del, RFI,  Dynarad,  Bertan High Voltage and
Gendex,  sometimes referred to as the "Borrowers") with The Chase Manhattan Bank
(the "Bank")

Gentlemen:

We have acted as counsel to the Borrowers and have been requested by the Bank to
render our opinion with respect to the  authorization and execution of the Third
Amendment to Amended and Restated Credit Agreement, dated of even date herewith,
among each of the Borrowers and the Bank (the "Amendment");

Terms used  herein and not  otherwise  defined  herein  shall have the  meanings
ascribed to those terms in the Amended and Restated Credit  Agreement,  dated as
of March 5, 1996, by and among the Borrowers,  as amended by the First Amendment
to Amended and  Restated  Credit  Agreement  dated as of August 2, 1996,  by and
among the Borrowers and the Bank,  the Second  Amendment to Amended and Restated
Credit  Agreement dated as of August 1, 1997, by and among the Borrowers and the
Bank, the Third Amendment to Amended and restated  Credit  Agreement dated as of
July 31, 1998, by and among the Borrowers and the Bank.

We  advise  you that we have  examined  and  relied  upon  originals  or  copies
certified to our satisfaction of the Certificate of Incorporation and By-Laws of
each of the Borrowers;  minutes of meetings of the Board of Directors of each of
the Borrowers; the Loan Documents; and such other corporate records,  documents,
instruments  and  certificates  of,  and  communications   from,   officers  and
representatives of each of the Borrowers and certain public officials concerning
the  incorporation  and good  standing of each of the  Borrowers  and such other
investigations  and  examinations as we have deemed  necessary or appropriate as
the basis for the opinions hereinafter  expressed.  In making such examinations,
we have assumed the  genuineness  of all  signatures,  the  authenticity  of all
documents  submitted to us as originals and the conformity to original documents
of documents  submitted to us as certified or photostatic  copies.  We have not,
except as specifically  noted in this opinion,  made any  independent  review or
investigation  as to  factual  matters as a basis for the  opinions  hereinafter
expressed.  Where  we  render  an  opinion  "to the  best of our  knowledge"  or
concerning  an  item  "known  to us"  or our  opinion  otherwise  refers  to our
knowledge,  it is based solely upon (i) an inquiry of attorneys within this firm
who perform  legal  services for the  Borrowers,  (ii) receipt of a  certificate
executed by an officer of one or more of the  Borrowers  covering  such matters,
and (iii) such  other  investigation,  if any,  that we  specifically  set forth
herein.

Based solely on the foregoing and subject to the accuracy of our assumptions and
the statements  upon which we have relied and to the limited scope and extent of
our investigation, it is our opinion that:

1.      Del is a  corporation  duly  organized,  validly  existing  and in  good
        standing under the laws of the State of New York.

2.      RFI is a  corporation  duly  organized,  validly  existing  and in  good
        standing under the laws of the State of Delaware.

3.      Dynarad is a corporation  duly organized,  validly  existing and in good
        standing under the laws of the State of New York.

4.      Bertan High Voltage is a corporation  duly organized,  validly  existing
        and in good standing under the laws of the State of New York.

5.      Del Medical is a corporation  duly  organized,  validly  existing and in
        good standing under the laws of the State of New York.

6.      Gendex is a corporation  duly  organized,  validly  existing and in good
        standing under the laws of the State of New York.

7.      Each of the Loan  Documents,  as and to the extent modified by the Third
        Amendment,  constitutes a valid and binding  obligation of Del, Dynarad,
        Bertan High Voltage, Del Medical, Gendex and/or RFI, as the case may be,
        each enforceable in accordance with its terms.  There is no provision in
        the Certificate of  Incorporation or By-Laws of any of the Borrowers or,
        to the best of our  knowledge,  in any  agreement,  court order or other
        legal arrangement to which any of the Borrowers is a party,  which would
        impair the ability of any Borrower to fulfill its obligations  under the
        Loan Documents or which would affect the validity or  enforceability  of
        such documents in accordance with their terms.

8.      To the best of our  knowledge,  there are no judicial or  administrative
        appeals, actions or proceedings pending, nor threatened, which would, if
        adversely  decided,  impair the  ability of any  Borrower to fulfill its
        obligations under the Loan Documents.

9.      The execution, delivery and performance of the Third Amendment have been
        duly authorized by all requisite corporate action.

This  opinion is subject  to the effect of any and all  bankruptcy,  insolvency,
moratorium,  fraudulent conveyance,  reorganization or other laws relating to or
affecting the  enforcement of creditors'  rights  generally and court  decisions
with respect thereto.  Furthermore,  no opinion is expressed with respect to the
specific enforceability of any of the remedies, covenants or other provisions of
the  Loan  Documents  and  the  application  of  equitable   principles  in  any
proceeding, whether at law or in equity.

We are  attorneys  admitted to practice  only in the State of New York and do no
purport to be experts on the laws of other  jurisdictions other than Federal law
in effect on the date hereof and except to the extent  that  matters of Delaware
corporate law are involved in the opinions set forth above.  With respect to any
matters  concerning  Delaware  corporate  law involved in the opinions set forth
above, we draw your attention to the fact that we are not admitted to the Bar in
the State of Delaware and are not experts in the law of such  jurisdiction,  and
that any such  opinions  concerning  Delaware  corporate  law are based upon our
reasonable  familiarity with the Delaware General Corporation Law as a result of
our prior involvement in transactions involving such laws.

We draw your  attention  to the fact that  certain  members of this  firm,  own,
directly or indirectly, shares of common stock and options to purchase shares of
common stock of Del.

This  opinion is being  delivered  to the Bank solely for its use in  connection
with the closing of the Loan  Documents  and may not be quoted,  with or without
reference to our firm,  or relied upon,  or delivered to any person  without our
prior written consent which may be withheld in our sole discretion. This opinion
is  specifically  limited to matters as of the date hereof and we  undertake  no
obligations  to update it. We express  no  opinion  on the  possible  effects of
changes in factual or legal matters  occurring  hereinafter  including,  without
limitation, the effects of the course of conduct or dealings hereinafter between
the Bank and the Borrowers and any and all assignees and participants.



                                     Very truly yours,

                                     /S/ Tashlik, Kreutzer & Goldwyn PC 
                                     TASHLIK, KREUTZER & GOLDWYN PC