SECOND AMENDMENT
                                        to
                      AMENDED AND RESTATED CREDIT AGREEMENT

         SECOND  AMENDMENT  (the  "Amendment"),  dated as of August 1, 1997 (the
"Second Amendment Date") to Amended and Restated Credit  Agreement,  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.

                               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, (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,  as of the Second  Amendment Date, the  outstanding  aggregate
principal  balance  of  the  Revolving  Credit  Loans  is  $100,000.00  and  the
outstanding  aggregate principal balance of the Term Loans is $394,738.92 (after
giving  effect to a payment  made as of this date) to all of which  there are no
defenses or offsets;

         WHEREAS,  the Debtors and the Bank have agreed,  among other things, to
increase  the  sublimit  for  Letters  of  Credit,  to  increase  the  amount of
investments  the Debtors  may make  without  consent of the Bank,  to modify the
obligation  of the Debtors to obtain  interest rate  protection,  to add a fixed
rate pricing  option,  to modify the  requirement of the Debtors with respect to
delivery of Borrowing  Base  Certificates,  and to extend the  Revolving  Credit
Maturity Date;
<PAGE>
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 Second Amendment Date by the addition of the following  definitions in their
proper alphabetical positions:

                  Fixed Rate shall  mean such fixed rate of  interest  as may be
         made  available to the Debtors by the Bank,  from time to time,  for an
         Interest  Period  determined by the Bank,  and accepted by the Debtors.
         The Fixed Rate is subject to availability as determined by the Bank, in
         its sole and absolute discretion.

                  Fixed Rate Loan shall mean any Loan when and to the extent the
         interest rate therefor is a Fixed Rate.

                  Second  Amendment  shall mean the  amendment to the  Agreement
         dated as of August 1, 1997.

                  Second Amendment Date shall mean August 1, 1997.

         2. Section 1.1. Section 1.1 of the Agreement is hereby further modified
as of the Second  Amendment Date by the deletion of the definition for the term,
"Interest Period", and the substitution of the following therefor:

                  Interest Period shall mean, (i) with respect to any Eurodollar
         Loan, the period  commencing on the date such  Eurodollar Loan is made,
         converted from another type of Loan or renewed, as the case may be, and
         ending,  as a Debtor may select  pursuant  to  Section  2.4(c),  on the
         numerically  corresponding  day in the first,  second,  third, or sixth
         calendar month thereafter, or for such shorter period that a Debtor may
         so  select,  when and if the  Bank  shall,  in its  sole  and  absolute
         discretion,  make  such  period  available,  provided  that  each  such
         Interest  Period which commences on the last Business Day of a calendar
         month (or on any day for which  there is no  numerically  corresponding
         day in the appropriate subsequent calendar month) shall end on the last
         Banking Day of the appropriate calendar month, and (ii) with respect to
         any Fixed Rate Loan, the period of time  determined by the Bank, in its
         sole discretion, for which the Fixed Rate will be in effect for a Loan,
         or a portion  thereof,  commencing  on the date such Fixed Rate Loan is
         made,  converted from another type of Loan or renewed,  as the case may
         be, when and if the Bank shall,  in its sole and  absolute  discretion,
         make such period available.
<PAGE>

3. Section 1.1.  Section 1.1 of the Agreement is hereby  further  modified as of
the  Second  Amendment  Date by the  deletion  of the  definition  for the term,
"Revolving  Credit  Maturity  Date",  and  the  substitution  of  the  following
therefor:

            Revolving Credit Maturity Date shall mean April 30, 2001.

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

         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  Second  Amendment  Date.  The
         principal  amount  of the  Term  Note  shall  be  payable  in 15  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 October 31, 1997 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 and  continuing  thereafter  until the  entire
         unpaid  principal  balance of such Additional Term Loan,  together with
         all accrued and unpaid  interest shall be paid in full on the Term Loan
         Maturity Date. 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, Eurodollar Loans, or Fixed Rate Loans.

                           (b)  Revolving  Credit Loans.  The  Revolving  Credit
         Loans  made by the  Bank  pursuant  to  Section  2.2  hereof  shall  be
         evidenced by a promissory note of the Debtors substantially in the form
         of Exhibit B hereto,  dated the Second Amendment Date, with appropriate
         insertions (the "Revolving  Credit Note"),  payable to the order of the
         Bank  and  representing  the  obligation  of the  Debtors  to  pay  the
         aggregate unpaid principal amount of all Revolving Credit Loans made by
         the Bank,
<PAGE>
         with  interest  thereon  as  hereinafter  prescribed.  The  outstanding
         principal  balance of the  Revolving  Credit  Note,  together  with all
         accrued and unpaid  interest  thereon,  shall be due and payable on the
         Revolving  Credit  Maturity Date.  Revolving  Credit 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,  Eurodollar
         Loans, or Fixed Rate Loans.

                           (c) Endorsement. The Bank is hereby authorized by the
         Debtors to endorse on the schedule attached to each Note held by it the
         amount of each  Loan,  the  amount  of such  Loan,  if any,  to which a
         Eurodollar  Rate or  Fixed  Rate  applies,  the rate of  interest  if a
         Eurodollar Rate or Fixed Rate applies, and the period during which such
         Eurodollar  Rate or Fixed Rate  applies and each  payment of  principal
         amount received by the Bank on account of each Loan, which  endorsement
         shall,  in the  absence of  manifest  error,  be  conclusive  as to the
         outstanding balance of the Loans made by the Bank;  provided,  however,
         that the  failure  to make such  notation  with  respect to any Loan or
         payment  shall not limit or  otherwise  affect the  obligations  of the
         Debtors under this Agreement or the Notes held by the Bank.

         5. Section 2.4(a). Section 2.4(a) of the Agreement is hereby deleted as
of the Second Amendment Date and the following substituted therefor:

         2.4      Interest.

                           (a)  Interest  shall  accrue on the  outstanding  and
         unpaid  principal  amount of each Loan for the  period  from the Second
         Amendment  Date  to but  excluding  the  date  such  Loan is due at the
         following rates per annum:  (i) for a Variable Rate Loan, at a variable
         rate per annum equal to the Variable Rate plus the  applicable  Margin,
         (ii) for a  Eurodollar  Loan,  at a fixed rate equal to the  Eurodollar
         Rate plus the  applicable  Margin,  and (iii) for a Fixed Rate Loan, at
         the applicable Fixed Rate. Interest shall be calculated on the basis of
         a year of 360 days for the  actual  number of days  elapsed.  After any
         stated or accelerated  maturity thereof,  each Note shall bear interest
         (computed daily on the basis of a 360-day year for actual days elapsed)
         at a  rate  of one  percent  (1%)  per  annum  in  excess  of the  rate
         hereinbefore  provided for. In no event shall  interest be payable at a
         rate which is in excess of the maximum rate of interest permitted under
         applicable law.

         6. Section 2.4(c). Section 2.4(c) of the Agreement is hereby deleted as
of the Second Amendment Date and the following substituted therefor:
<PAGE>

                            (c)  Subject  to the  terms and  conditions  of this
         paragraph and elsewhere in this Agreement,  the Debtors may convert any
         Variable  Rate Loan or  portion  thereof to a  Eurodollar  Loan or to a
         Fixed Rate  Loan,  and,  at the end of the  Interest  Period  therefor,
         convert  any  Eurodollar  Loan or Fixed  Rate Loan to a Loan of another
         type.

                                    (i) In the case of each Eurodollar Loan, the
          Debtors shall select an Interest  Period of any duration in accordance
          with the definition of Interest Period in Section 1.1,  subject to the
          following  limitations:  (A) no Interest  Period may extend beyond the
          Termination  Date;  and (B) if an Interest  Period  would end on a day
          which is not a Business Day, such Interest Period shall be extended to
          the next Business Day, unless such Business Day would fall in the next
          calendar  month in which event such  Interest  Period shall end on the
          immediately  preceding  Business  Day.  In the  case  of a Term  Loan,
          interest rates based on the Eurodollar  Rate shall not be available to
          the  Debtors  at  such  times  or in such  amounts  as  would  require
          prepayment of a Eurodollar  Loan in order to satisfy the  amortization
          requirements  set  forth in the Note  evidencing  such Term  Loan.  No
          Eurodollar Loan (Eurodollar Loans having different Interest Periods at
          the same time hereunder being deemed separate Eurodollar Loans) may be
          in an amount less than  $250,000.00 (or the U.S.  Dollar  equivalent).
          Upon notice to the Bank as provided in Section  2.15,  the Debtors may
          renew  any  Eurodollar  Loan on the  last day of the  Interest  Period
          therefor as a Eurodollar  Loan with an Interest  Period of the same or
          different duration in accordance with the limitations  provided above.
          If the  Debtors  shall  fail  to  give  notice  to the  Bank of such a
          renewal,  such Eurodollar Loan shall  automatically  become a Variable
          Rate Loan on the last day of the current Interest Period.

                                    (ii) In the case of each  Fixed  Rate  Loan,
          upon  request  therefor  by the Debtors and subject to the Bank's sole
          and absolute discretion,  the Bank shall make available to the Debtors
          a Fixed Rate for a designated  Interest  Period which shall not extend
          beyond the Termination  Date. In the case of a Term Loan, a Fixed Rate
          shall not be available to the Debtors at such times or in such amounts
          as would  require  prepayment of a Fixed Rate Loan in order to satisfy
          the  amortization  requirements  set forth in the Note evidencing such
          Term Loan.  Upon notice to the Bank as  provided  in Section  2.15 and
          subject to the Bank's sole discretion, the Debtors may renew any Fixed
          Rate Loan on the last day of the Interest  Period  therefor as a Fixed
          Rate Loan with an Interest Period of the same or different duration in
          accordance with the  limitations  provided above. If the Debtors shall
          fail to give  notice to the Bank of such a  renewal,  such  Fixed Rate
          Loan shall  automatically  become a Variable Rate Loan on the last day
          of the current Interest Period.
<PAGE>
7. Section  2.4(f).  Section 2.4(f) of the Agreement is hereby deleted as of the
Second Amendment Date and the following substituted therefor:

                           (f)  Accrued  interest  shall be due and  payable  in
         arrears upon any payment of principal  or  conversion  and (i) for each
         Variable  Rate Loan and each Fixed Rate Loan,  on the first day of each
         calendar month, commencing the first such date after such Loan and (ii)
         for each  Eurodollar  Loan, on the last day of the Interest Period with
         respect  thereto  and, in the case of an Interest  Period  greater than
         three  months,  at  three-month  intervals  after the first day of such
         Interest  Period  provided that interest  accruing  after any stated or
         accelerated  maturity of a Note shall be due and  payable  from time to
         time on demand of the Bank.

         8. Section 2.9(a). Section 2.9(a) of the Agreement is hereby deleted as
of the Second Amendment Date and the following substituted therefor:

                           (a) Subject to the terms and conditions  contained in
         this Section 2.9 and  elsewhere in this  Agreement,  the Debtors  shall
         have the right to prepay  any Term  Loan,  at any time in whole or from
         time  to  time  in  part;  provided  that  (i)  each  optional  partial
         prepayment,  except for  prepayments  which result in the prepayment of
         all outstanding  principal of such Loan, shall be in a principal amount
         of not less than One Hundred Thousand Dollars  ($100,000.00)  and shall
         be applied to installments in inverse order of their  maturities;  (ii)
         in the case of a  Eurodollar  Loan or a Fixed  Rate  Loan,  payment  or
         conversion  may occur  only on the last day of an  Interest  Period for
         such Loan.

         9. Section 2.9(e). Section 2.9 of the Agreement is hereby amended as of
the Second  Amendment  Date by the  addition  of the  following  Section  2.9(e)
immediately following Section 2.9(d):

                           (e) In the event  that the  Debtors  prepay any Fixed
         Rate Loan in full,  whether such  prepayment  be optional or mandatory,
         prior to the end of the Interest  Period  applicable to such Loan, such
         prepayment  shall be  accompanied by a payment to the Bank of a premium
         (as  liquidated  damages  and not as penalty)  equal to all  reasonable
         losses, expenses, and liabilities (including,  without limitation,  any
         interest paid by the Bank to lenders of funds borrowed by it to make or
         carry the Loan and losses  sustained by the Bank in connection with the
         re-employment  of such funds)  which the Bank may incur with respect to
         such Fixed Rate Loan.

         10. Section 2.13(d). Section 2.13(d) of the Agreement is hereby deleted
as of the Second Amendment Date and the following substituted therefor:
<PAGE>
         (d) The  Debtors  shall pay to the Bank,  upon the request of the Bank,
         such  amount  or  amounts  as shall be  sufficient  (in the  reasonable
         opinion  of the Bank) to  compensate  it for any loss,  cost or expense
         which the Bank determines is attributable to any failure by the Debtors
         to borrow,  convert into or renew a Eurodollar  Rate Loan or Fixed Rate
         Loan to be  made,  converted  into or  renewed  by the Bank on the date
         specified therefor in the relevant notice under Section 2.4 or 2.15, as
         the case may be.

         11. Section  2.14.1.  Section 2.14.1 of the Agreement is hereby deleted
as of the Second Amendment Date and the following substituted therefor:

                           2.14.1  Letter of Credit  Facility.  (a)  During  the
         Revolving Credit Commitment Period, the Bank agrees, upon the terms and
         conditions set forth in this Agreement,  to issue at the request of the
         Debtors and for the account of the Debtors, one or more Standby Letters
         of Credit  and/or Sight Letters of Credit which in the aggregate of the
         face amount  thereof at any one time  outstanding  shall not exceed the
         lesser of (a) the  Borrowing  Base less the  principal  balance  of all
         Revolving   Credit  Loans  or  (b)  FOUR  MILLION  AND  00/100  DOLLARS
         ($4,000,000.00)  (the "Letter of Credit  Facility"),  provided that the
         Bank shall not be under any  obligation to issue,  and shall not issue,
         any  Letter  of  Credit  if (i) any  order,  judgment  or decree of any
         government  authority  or other  regulatory  body or  arbitrator  shall
         purport by its terms to enjoin or  restrain  the Bank from  issuing any
         such Letter of Credit,  or any law or  governmental  rule,  regulation,
         policy, guideline or directive (whether or not having the force of law)
         from  any   governmental   authority  or  other  regulatory  body  with
         jurisdiction  over the Bank shall  prohibit,  or request  that the Bank
         refrain  from the  issuance of Letters of Credit  generally or any such
         Letter of  Credit  in  particular  or shall  impose  upon the Bank with
         respect  to any such  Letter of Credit  any  restriction  or reserve or
         capital  requirement (for which the Bank is not otherwise  compensated)
         or any unreimbursed loss, cost or expense which was not applicable,  in
         effect or known to the Bank as of the date of this  Agreement and which
         the Bank in good faith deems material to it; or (ii) one or more of the
         conditions  to such  issuance  contained  in  Section  4.1 is not  then
         satisfied.

                                    (b) In no event shall (i) the aggregate face
         amount of Letter of Credit  Obligations  with  respect  to  Letters  of
         Credit at any time exceed the lesser of (A) the Borrowing Base less the
         principal balance of all Revolving Credit Loans or (B) $4,000,000; (ii)
         the expiration date of any Letter of Credit, or the date for payment of
         any draft  presented  thereunder and accepted by the Bank, be more than
         twelve months after the date of issuance thereof or after the Revolving
         Credit  Maturity Date; or (iii) the Bank issue any Letter of Credit for
         the purpose of  supporting  the issuance of any Letter of Credit by any
         other Person.




<PAGE>

         12. Section 2.15. Section 2.15 of the Agreement is hereby deleted as of
the Second 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 or
         Fixed 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 or Fixed Rate
         Loans) renewals of (i) Variable Rate Loans,  given on the date thereof;
         (ii)  Eurodollar  Loans,  given three Business Days prior thereto,  and
         (iii) Fixed Rate Loans,  given given one  Business  Day prior  thereto.
         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 or Fixed Rate Loan, the Interest  Period
         therefor) and the date of the borrowing or prepayment, or conversion or
         renewal (which shall be a Business Day).

         13. Section  5.5(c).  Section 5.5(c) of the Agreement is hereby deleted
as of March 31, 1996 and the following substituted therefor:

                           (c) within 20 days (or earlier, if practicable) after
         the end of each  month  in which  the  aggregate  of (i) the  aggregate
         principal  amount of all outstanding  Revolving  Credit Loans plus (ii)
         the Letter of Credit  Obligations  exceeds  $5,000,000.00,  a borrowing
         base  certificate  ("Borrowing  Base  Certificate") in the form annexed
         hereto as Exhibit E for the fiscal  month of the  Debtors  just  ended,
         together with an aging summary of all Accounts Receivable;

         14. Section 5.13. Section 5.13 of the Agreement is hereby deleted as of
the Second Amendment Date and the following substituted therefor:

                  5.13 Interest Rate  Protection.  At such time as the aggregate
         principal  balance  of the Term  Loans  shall  be  equal  to or  exceed
         $5,000,000.00,  the  Debtors  shall  enter into an  interest  rate swap
         agreement  or an  interest  rate  cap  agreement  covering  a  notional
         principal  amount  equal to at least 75% of the  outstanding  principal
         amount of the Term Loans,  as such amount may change from time to time,
         with such  counterparties  and on such terms and conditions as shall be
         reasonably satisfactory to the Bank. So long as the aggregate principal
         balance  of the Term Loans  shall be equal to or exceed  $5,000,000.00,
         the  Debtors  shall re-establish such interest rate protection prior to
         the expiration of any interest rate agreement  entered into pursuant to
         the foregoing.
<PAGE>
         15. Section 6.7(a) Section 6.7(a) of the Agreement is hereby deleted as
of the Second 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
         $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) 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.

         16.  Exhibits.  The  Agreement  is  hereby  modified  as of the  Second
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 deletion
of Exhibit A-1 and the  substitution  therefor of a new Exhibit A-1, in the form
of  Exhibit  2 to this  Amendment;  and (c) the  deletion  of  Exhibit B and the
substitution  therefor  of a new  Exhibit  B, in the form of  Exhibit  3 to this
Amendment.

                          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:
<PAGE>
         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  Revolving
Credit Note in the form of Exhibit 3 to this Amendment.

         3.  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 Second Amendment Date, in substantially the form of Exhibit 4
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.

         4. Officer's  Certificate.  The following  statements shall be true and
the Bank shall have received a certificate,  dated the Second Amendment Date, in
substantially  the  form  of  Exhibit  5 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 Second
                           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.

         5. Opinion  Letter.  The Bank shall have received an opinion of counsel
to the Debtors, substantially in the form of Exhibit 6 to this Amendment.

         6. 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.
<PAGE>
                          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  1-6  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/David Engel
-------                                    -------------------------------------
                                           David Engel, Executive Vice President
/S/Michael Taber
--------------------
Michael Taber, Secretary




<PAGE>


(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
                                           -------------------------------------
/S/Michael Taber                           David Engel, Executive Vice President
--------------------
Michael Taber, Secretary

(Corporate Seal)
                                     DEL MEDICAL SYSTEMS CORP.


ATTEST:                              By:    /S/David Engel
                                           -------------------------------------
/S/Michael Taber                           David Engel, Executive Vice President
--------------------
Michael Taber, Secretary   
            
(Corporate Seal)
                                     GENDEX-DEL MEDICAL IMAGING CORP.


ATTEST:                              By:   /S/David Engel
                                           -------------------------------------
/S/Michael Taber                           David Engel, Executive Vice 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 NASSAU                          )

     On the 17th day of October 1997,  before me personally came David Engel, to
me known,  who,  being by me duly  sworn,  did depose and say that he resides at
Patchogue, NY that he is the Executive Vice President of DEL GLOBAL TECHNOLOGIES
CORP., the corporation described in and which executed the foregoing instrument;
that it was so executed by order of the Board of Directors of said  corporation;
and that he signed his name thereto by like authority.

       Christine Galway                        /S/Christine Galway    
Notary Public, State of New York               -------------------------------
       No. 01GA5021498                         NOTARY PUBLIC   
  Qualified in Nassau County
  Commission Expires 12/20/97
                
STATE OF NEW YORK                         )
                                          )ss.:
COUNTY OF NASSAU                          )

     On the 17th day of October 1997,  before me personally came David Engel, to
me known,  who,  being by me duly  sworn,  did depose and say that he resides at
Patchogue, NY that he is the Executive Vice President of DEL GLOBAL TECHNOLOGIES
CORP., the corporation described in and which executed the foregoing instrument;
that it was so executed by order of the Board of Directors of said  corporation;
and that he signed his name thereto by like authority.

       Christine Galway                        /S/Christine Galway    
Notary Public, State of New York               -------------------------------
       No. 01GA5021498                         NOTARY PUBLIC   
  Qualified in Nassau County
  Commission Expires 12/20/97
                
STATE OF NEW YORK                         )
                                          )ss.:
COUNTY OF NASSAU                          )


     On the 17th day of October 1997,  before me personally came David Engel, to
me known,  who,  being by me duly  sworn,  did depose and say that he resides at
Patchogue, NY that he is the Executive Vice President of DEL GLOBAL TECHNOLOGIES
CORP., the corporation described in and which executed the foregoing instrument;
that it was so executed by order of the Board of Directors of said  corporation;
and that he signed his name thereto by like authority.

       Christine Galway                        /S/Christine Galway    
Notary Public, State of New York               -------------------------------
       No. 01GA5021498                         NOTARY PUBLIC   
  Qualified in Nassau County
  Commission Expires 12/20/97

<PAGE>                

STATE OF NEW YORK                         )
                                          )ss.:
COUNTY OF NASSAU                          )

  


     On the 17th day of October 1997,  before me personally came David Engel, to
me known,  who,  being by me duly  sworn,  did depose and say that he resides at
Patchogue, NY that he is the Executive Vice President of DEL GLOBAL TECHNOLOGIES
CORP., the corporation described in and which executed the foregoing instrument;
that it was so executed by order of the Board of Directors of said  corporation;
and that he signed his name thereto by like authority.

       Christine Galway                        /S/Christine Galway    
Notary Public, State of New York               -------------------------------
       No. 01GA5021498                         NOTARY PUBLIC   
  Qualified in Nassau County
  Commission Expires 12/20/97
                
STATE OF NEW YORK                         )
                                          )ss.:
COUNTY OF NASSAU                          )

 
     On the 17th day of October 1997,  before me personally came David Engel, to
me known,  who,  being by me duly  sworn,  did depose and say that he resides at
Patchogue, NY that he is the Executive Vice President of DEL GLOBAL TECHNOLOGIES
CORP., the corporation described in and which executed the foregoing instrument;
that it was so executed by order of the Board of Directors of said  corporation;
and that he signed his name thereto by like authority.

       Christine Galway                        /S/Christine Galway    
Notary Public, State of New York               -------------------------------
       No. 01GA5021498                         NOTARY PUBLIC   
  Qualified in Nassau County
  Commission Expires 12/20/97
                
STATE OF NEW YORK                         )
                                          )ss.:
COUNTY OF NASSAU                          )


     On the 17th day of October 1997,  before me personally came David Engel, to
me known,  who,  being by me duly  sworn,  did depose and say that he resides at
Patchogue, NY that he is the Executive Vice President of DEL GLOBAL TECHNOLOGIES
CORP., the corporation described in and which executed the foregoing instrument;
that it was so executed by order of the Board of Directors of said  corporation;
and that he signed his name thereto by like authority.

       Christine Galway                        /S/Christine Galway    
Notary Public, State of New York               -------------------------------
       No. 01GA5021498                         NOTARY PUBLIC   
  Qualified in Nassau County
  Commission Expires 12/20/97
<PAGE>                

STATE OF NEW YORK                         )
                                          )ss.:
COUNTY OF WESTCHESTER                     )

     On the 17th day of October 1997,  before me personally came David Engel, to
me known,  who,  being by me duly  sworn,  did depose and say that he resides at
Patchogue, NY that he is the Executive Vice President of DEL GLOBAL TECHNOLOGIES
CORP., the corporation described in and which executed the foregoing instrument;
that it was so executed by order of the Board of Directors of said  corporation;
and that he signed his name thereto by like authority.

        Roberta M. Roos                        /S/Roberta M. Roos    
Notary Public, State of New York               -------------------------------
          No. 4946700                          NOTARY PUBLIC   
   Qualified in Westchester County
Commission Expires February 13, 1999
                

<PAGE>
                                                          Exhibit 1 to Amendment

                                    EXHIBIT A
                              REPLACEMENT TERM NOTE


$394,738.92                                               White Plains, New York
                                                      Dated as of August 1, 1997

        FOR VALUE RECEIVED,  the undersigned,  DEL GLOBAL  TECHNOLOGIES CORP., a
New York corporation, ("Del"), RFI CORPORATION, a Delaware corporation, ("RFI"),
DYNARAD CORP., a New York corporation, ("Dynarad"), BERTAN HIGH VOLTAGE CORP., a
New York corporation,  ("Bertan High Voltage"), DEL MEDICAL SYSTEMS CORP., a New
York corporation,  ("Del Medical"),  and GENDEX-DEL MEDICAL IMAGING CORP., a New
York corporation  ("Gendex-DMI" and together with Del, RFI, Dynarad, Bertan High
Voltage, and Del Medical hereinafter collectively referred to as the "Debtors"),
hereby jointly and severally, promise to pay to the order of THE CHASE MANHATTAN
BANK (the "Bank"),  at 106 Corporate  Park Drive,  White Plains,  New York,  the
principal sum of THREE HUNDRED NINETY-FOUR  THOUSAND SEVEN HUNDRED  THIRTY-EIGHT
AND  92/100  DOLLARS  ($394,738.92),  in lawful  money of the  United  States of
America in  immediately  available  funds,  payable in fifteen (15)  consecutive
quarterly  installments  in the  amount of  TWENTY-SIX  THOUSAND  THREE  HUNDRED
FIFTEEN AND 27/100 DOLLARS ($26,315.27) each. The aforementioned  payments shall
be payable on the last day of each fiscal quarter of Del, the first such payment
being due and payable on October 31, 1997, and continuing  thereafter  until the
entire unpaid principal balance of the Term Loan,  together with all accrued and
unpaid interest, shall be paid in full on April 30,
2001. The Debtors  further,  jointly and  severally,  promise to pay interest at
said  office in like money from the date hereof on the unpaid  principal  amount
hereof  outstanding  from  time  to  time  (i) at the  Variable  Rate  plus  the
applicable  Margin,  or (ii) at the  election of the  Debtors,  and  pursuant to
Section  2.4(c) of the Credit  Agreement,  (a) at the  Eurodollar  Rate plus the
applicable  Margin or (b) at the Fixed Rate.  Interest  shall be computed on the
basis of a three  hundred sixty (360) day year for actual days elapsed and shall
be  payable  pursuant  to  Section  2.4(f)  of the  Credit  Agreement.  Interest
calculated  in relation to the Variable Rate shall change when the Variable Rate
changes. The applicable Margin shall be determined pursuant to Section 2.4(d) of
the Credit Agreement.

        In the event that the  Debtors  prepay or convert  any  Eurodollar  Loan
prior to the end of the Interest Period applicable to such loan, such prepayment
or conversion  shall be  accompanied  by a fee pursuant to Section 2.9(d) of the
Credit Agreement. In the event that the Debtors prepay or convert any Fixed Rate
Loan prior to the end of the  Interest  Period  applicable  to such  loan,  such
prepayment  or  conversion  shall be  accompanied  by a fee  pursuant to Section
2.9(e) of the Credit Agreement.
<PAGE>
"Payments". All payments made pursuant to the Term Loan shall be made in Dollars
in  immediately  available  funds not later than 1:00 p.m. New York City time on
the relevant dates  specified  herein (each such payment made after such time on
such due date shall be deemed to have been made on the next  succeeding  Banking
Day) at the Principal  Office for the account of the Lending Office of the Bank.
The Bank may (but  shall  not be  obligated  to)  debit  the  amount of any such
payment  which is not made by such time to any ordinary  deposit  account of the
Debtors  with the Bank.  The Debtors  shall,  at the time of making each payment
under the Term Loan,  specify to the Bank the principal or other amount  payable
by the Debtors  under the Term Loan to which such payment is to be applied (if a
Default or Event of Default has occurred and is  continuing,  the Bank may apply
such  payment  as it may elect in its sole  discretion).  If the due date of any
payment  under  the  Term  Loan  would  otherwise  fall on a day  which is not a
"Banking Day",  such date shall be extended to the next  succeeding  Banking Day
and  interest  shall be payable for any  principal so extended for the period of
such extension.

         This Note is the Term Note  referred  to in the  Amended  and  Restated
Credit Agreement dated as of March 5, 1996 by and among the Debtors and the Bank
and amended by First Amendment to Amended and Restated Credit Agreement dated as
of August 2,  1996 and by  Second  Amendment  to  Amended  and  Restated  Credit
Agreement dated as of August 1, 1997 (as such may hereafter be amended, modified
or  restated,  the "Credit  Agreement")  and is entitled to the  benefits and is
otherwise  subject to the  provisions  thereof and may be, or may be required to
be, prepaid in whole or in part as provided therein. Terms defined in the Credit
Agreement  shall  have  their  defined  meanings  when used in this Note  unless
otherwise defined herein.  This Note is a restatement and replacement of and not
in addition to the term note in the  original  principal  amount of  $500,000.00
dated as of  August 2, 1996 made by the  Debtors  for the  benefit  of the Bank,
which itself is a restatement and replacement of and not in addition to the term
note in the original principal amount of $10,000,000.00 dated March 5, 1996 made
by the Debtors for the benefit of the Bank,  which itself is a  restatement  and
replacement  of and not in addition to the term note in the  original  principal
amount of $2,250,000.00 dated January 27, 1995 made by Del, RFI, Dynarad, Bertan
High  Voltage,  and Del Medical for the benefit of the Bank,  which  itself is a
restatement  and  replacement  of and not in  addition  to the term  note in the
original  principal amount of $2,357,148.00  dated November 4, 1994 made by Del,
RFI, Dynarad,  Bertan High Voltage, and Del Medical for the benefit of the Bank,
which itself is a restatement and replacement of and not in addition to the term
note in the original  principal amount of $2,571,432.00  dated May 10, 1994 made
by Del, RFI,  Dynarad and Bertan High Voltage for the benefit of the Bank, which
itself is a restatement  and replacement of and not in addition to the term note
in the original  principal  amount of $5,400,000 dated December 12, 1989 made by
Del and RFI for the benefit of the Bank's predecessor-in-interest, as heretofore
amended.

         The Debtors, jointly and severally, promise to pay interest, on demand,
on any overdue  principal and, to the extent  permitted by law, overdue interest
from the due dates of such  principal  and interest at a rate  determined as set
forth in the Credit Agreement.
<PAGE>
         The Debtors hereby waive presentment, demand, protest and notice of any
kind whatsoever. The nonexercise by the holder of any of its rights hereunder in
any  particular  instance  shall not  constitute a waiver thereof in that or any
subsequent instance.

         Upon  the  occurrence  of any  one or  more of the  Events  of  Default
specified in the Credit  Agreement,  all amounts then  remaining  unpaid on this
Note shall be, or may be declared to be, immediately due and payable as provided
in the Credit Agreement.

         LOAN SCHEDULE:  All borrowings  evidenced by this Note and all payments
and prepayments  and the respective  dates thereof shall be endorsed by the Bank
on the schedule  attached hereto and made a part hereof,  or on the continuation
thereof  which shall be attached  hereto and made a part  hereof,  or  otherwise
recorded  by the  Bank in its  internal  records;  provided,  however,  that the
failure of the Bank to make such  notation or any error in such  notation  shall
not in any manner  affect the  obligation  of the  Debtors to make  payments  of
principal and interest in accordance  with the terms of this Note and the Credit
Agreement.

         This Note may not be changed,  modified, or terminated orally, but only
by an agreement in writing signed by the Debtors or any successors or assigns of
the Debtors and the Bank or any holder hereof.

         THIS NOTE SHALL BE  CONSTRUED  IN  ACCORDANCE  WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CHOICE OF LAW DOCTRINE, AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

(Corporate Seal)                           DEL GLOBAL TECHNOLOGIES CORP.


ATTEST:                             By:    _________________________________
                                           David Engel, Executive Vice President
--------------------
Michael Taber, Secretary

(Corporate Seal)                           RFI CORPORATION


ATTEST:                             By:    _________________________________
                                           David Engel, Executive Vice President
--------------------
Michael Taber, Secretary


<PAGE>

(Corporate Seal)                           DYNARAD CORP.


ATTEST:                             By:    _________________________________
                                           David Engel, Executive Vice President
--------------------
Michael Taber, Assistant Secretary

(Corporate Seal)                           BERTAN HIGH VOLTAGE CORP.


ATTEST:                             By:    _________________________________
                                           David Engel, Executive Vice President

--------------------
Michael Taber, Secretary

(Corporate Seal)
                                           DEL MEDICAL SYSTEMS CORP.


ATTEST:                             By:    _________________________________
                                           David Engel, Executive Vice President

--------------------
Michael Taber, Secretary

(Corporate Seal)
                                           GENDEX-DEL MEDICAL IMAGING CORP.


ATTEST:                             By:    _________________________________
                                           David Engel, Executive Vice President

--------------------
Michael Taber, Secretary


<PAGE>
STATE OF NEW YORK                         )
                                          )ss.:
COUNTY OF WESTCHESTER                     )

        On the  _______ day of October  1997,  before me  personally  came David
Engel,  to me known,  who,  being by me duly  sworn,  did depose and say that he
resides  at  _____________________________,   that  he  is  the  Executive  Vice
President of DEL GLOBAL  TECHNOLOGIES  CORP.,  the corporation  described in and
which executed the foregoing instrument; that it was so executed by order of the
Board of Directors of said  corporation;  and that he signed his name thereto by
like authority.

                                                 -------------------------------
                                                     NOTARY PUBLIC

STATE OF NEW YORK                         )
                                          )ss.:
COUNTY OF WESTCHESTER                     )

         On the _______ day of October  1997,  before me  personally  came David
Engel,  to me known,  who,  being by me duly  sworn,  did depose and say that he
resides  at  _____________________________,   that  he  is  the  Executive  Vice
President of RFI  CORPORATION,  the corporation  described in and which executed
the  foregoing  instrument;  that it was so  executed  by order of the  Board of
Directors  of said  corporation;  and that he signed  his name  thereto  by like
authority.

                                                 -------------------------------
                                                     NOTARY PUBLIC

STATE OF NEW YORK                         )
                                          )ss.:
COUNTY OF WESTCHESTER                     )

        On the  _______ day of October  1997,  before me  personally  came David
Engel,  to me known,  who,  being by me duly  sworn,  did depose and say that he
resides  at  _____________________________,   that  he  is  the  Executive  Vice
President of DYNARAD CORP., the corporation  described in and which executed the
foregoing instrument; that it was so executed by order of the Board of Directors
of said corporation; and that he signed his name thereto by like authority.


                                                  ------------------------------
                                                     NOTARY PUBLIC

<PAGE>

STATE OF NEW YORK                         )
                                          )ss.:
COUNTY OF WESTCHESTER                     )

        On the  _______ day of October  1997,  before me  personally  came David
Engel,  to me known,  who,  being by me duly  sworn,  did depose and say that he
resides  at  _____________________________,   that  he  is  the  Executive  Vice
President of BERTAN HIGH VOLTAGE CORP.,  the corporation  described in and which
executed the foregoing instrument; that it was so executed by order of the Board
of  Directors of said  corporation;  and that he signed his name thereto by like
authority.

                                                  ------------------------------
                                                     NOTARY PUBLIC

STATE OF NEW YORK                         )
                                          )ss.:
COUNTY OF WESTCHESTER                     )

        On the  _______ day of October  1997,  before me  personally  came David
Engel,  to me known,  who,  being by me duly  sworn,  did depose and say that he
resides  at  _____________________________,   that  he  is  the  Executive  Vice
President of DEL MEDICAL SYSTEMS CORP.,  the corporation  described in and which
executed the foregoing instrument; that it was so executed by order of the Board
of  Directors of said  corporation;  and that he signed his name thereto by like
authority.

                                                  ------------------------------
                                                     NOTARY PUBLIC

STATE OF NEW YORK                         )
                                          )ss.:
COUNTY OF WESTCHESTER                     )

        On the  _______ day of October  1997,  before me  personally  came David
Engel,  to me known,  who,  being by me duly  sworn,  did depose and say that he
resides  at  _____________________________,   that  he  is  the  Executive  Vice
President of GENDEX-DEL MEDICAL IMAGING CORP., the corporation  described in and
which executed the foregoing instrument; that it was so executed by order of the
Board of Directors of said  corporation;  and that he signed his name thereto by
like authority.

                                                  ------------------------------
                                                     NOTARY PUBLIC


  Table Deleted

<PAGE>
                                                          Exhibit 2 to Amendment

                                   EXHIBIT A-1
                              ADDITIONAL TERM NOTE


$_______________                                          White Plains, New York
                                                           Dated:_______________

        FOR VALUE RECEIVED,  the undersigned,  DEL GLOBAL  TECHNOLOGIES CORP., a
New York corporation, ("Del"), RFI CORPORATION, a Delaware corporation, ("RFI"),
DYNARAD CORP., a New York corporation, ("Dynarad"), BERTAN HIGH VOLTAGE CORP., a
New York corporation,  ("Bertan High Voltage"), DEL MEDICAL SYSTEMS CORP., a New
York corporation,  ("Del Medical"),  and GENDEX-DEL MEDICAL IMAGING CORP., a New
York corporation  ("Gendex-DMI" and together with Del, RFI, Dynarad, Bertan High
Voltage, and Del Medical hereinafter collectively referred to as the "Debtors"),
hereby jointly and severally, promise to pay to the order of THE CHASE MANHATTAN
BANK (the "Bank"),  at 106 Corporate  Park Drive,  White Plains,  New York,  the
principal     sum    of     ________________________________________     DOLLARS
($___________),  in lawful money of the United States of America in  immediately
available funds, payable in ___________ (___) consecutive quarterly installments
in the amount of
___________________________ DOLLARS ($_______) each. The aforementioned payments
shall be payable on the last day of each fiscal  quarter of Del,  the first such
payment being due and payable on  _________________,  and continuing  thereafter
until the entire unpaid principal balance of this Additional Term Loan, together
with all accrued and unpaid  interest,  shall be paid in full on April 30, 2001.
The Debtors  further,  jointly and  severally,  promise to pay  interest at said
office in like money from the date hereof on the unpaid  principal amount hereof
outstanding  from  time to time (i) at the  Variable  Rate  plus the  applicable
Margin or (ii) at the election of the Debtors, and pursuant to Section 2.4(c) of
the Credit  Agreement,  (a) at the Eurodollar Rate plus the applicable Margin or
(b) at the  Fixed  Rate.  Interest  shall be  computed  on the  basis of a three
hundred  sixty  (360) day year for  actual  days  elapsed  and shall be  payable
pursuant  to Section  2.4(f) of the Credit  Agreement.  Interest  calculated  in
relation to the Variable Rate shall change when the Variable  Rate changes.  The
applicable  Margin shall be determined  pursuant to Section 2.4(d) of the Credit
Agreement.

        In the event that the  Debtors  prepay or convert  any  Eurodollar  Loan
prior to the end of the Interest Period applicable to such loan, such prepayment
or conversion  shall be  accompanied  by a fee pursuant to Section 2.9(d) of the
Credit Agreement. In the event that the Debtors prepay or convert any Fixed Rate
Loan prior to the end of the  Interest  Period  applicable  to such  loan,  such
prepayment  or  conversion  shall be  accompanied  by a fee  pursuant to Section
2.9(e) of the Credit Agreement.

<PAGE>
         "Payments".  All payments  made pursuant to the Term Loan shall be made
in Dollars in immediately available funds not later than 1:00 p.m. New York City
time on the relevant dates  specified  herein (each such payment made after such
time on such due date  shall be deemed to have been made on the next  succeeding
Banking Day) at the  Principal  Office for the account of the Lending  Office of
the Bank.  The Bank may (but shall not be obligated  to) debit the amount of any
such payment which is not made by such time to any ordinary  deposit  account of
the Debtors with the Bank. The Debtors shall, at the time of making each payment
under the Term Loan,  specify to the Bank the principal or other amount  payable
by the Debtors  under the Term Loan to which such payment is to be applied (if a
Default or Event of Default has occurred and is  continuing,  the Bank may apply
such  payment  as it may elect in its sole  discretion).  If the due date of any
payment  under  the  Term  Loan  would  otherwise  fall on a day  which is not a
"Banking Day",  such date shall be extended to the next  succeeding  Banking Day
and  interest  shall be payable for any  principal so extended for the period of
such extension.

         This Note is an  Additional  Term Note  referred  to in the Amended and
Restated Credit Agreement dated as of March 5, 1996 by and among the Debtors and
the Bank and amended by First Amendment to Amended and Restated Credit Agreement
dated as of August  2, 1996 and by Second  Amendment  to  Amended  and  Restated
Credit  Agreement  dated as of August 1, 1997 (as such may hereafter be amended,
modified or restated,  the "Credit  Agreement")  and is entitled to the benefits
and is  otherwise  subject  to the  provisions  thereof  and may  be,  or may be
required to be, prepaid in whole or in part as provided  therein.  Terms defined
in the Credit Agreement shall have their defined meanings when used in this Note
unless otherwise defined herein.

         The Debtors, jointly and severally, promise to pay interest, on demand,
on any overdue  principal and, to the extent  permitted by law, overdue interest
from the due dates of such  principal  and interest at a rate  determined as set
forth in the Credit Agreement.

         The Debtors hereby waive presentment, demand, protest and notice of any
kind whatsoever. The nonexercise by the holder of any of its rights hereunder in
any  particular  instance  shall not  constitute a waiver thereof in that or any
subsequent instance.

         Upon  the  occurrence  of any  one or  more of the  Events  of  Default
specified in the Credit  Agreement,  all amounts then  remaining  unpaid on this
Note shall be, or may be declared to be, immediately due and payable as provided
in the Credit Agreement.

         LOAN SCHEDULE:  All borrowings  evidenced by this Note and all payments
and prepayments  and the respective  dates thereof shall be endorsed by the Bank
on the schedule  attached hereto and made a part hereof,  or on the continuation
thereof  which shall be attached  hereto and made a part  hereof,  or  otherwise
recorded  by the  Bank in its  internal  records;  provided,  however,  that the
failure of the Bank to make such  notation or any error in such  notation  shall
not in any manner affect the obligation
<PAGE>
of the Debtors to make payments of principal and interest in accordance with the
terms of this Note and the Credit Agreement.

         This Note may not be changed,  modified, or terminated orally, but only
by an agreement in writing signed by the Debtors or any successors or assigns of
the Debtors and the Bank or any holder hereof.

         THIS NOTE SHALL BE  CONSTRUED  IN  ACCORDANCE  WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CHOICE OF LAW DOCTRINE, AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

(Corporate Seal)                        DEL GLOBAL TECHNOLOGIES CORP.


ATTEST:                                 By:    _________________________________
                                               Name:
____________________                           Title:
         , Secretary

(Corporate Seal)                        RFI CORPORATION


ATTEST:                                 By:    _________________________________
                                               Name:
____________________                           Title:
         , Secretary

(Corporate Seal)                        DYNARAD CORP.


ATTEST:                                 By:    _________________________________
                                               Name:
____________________                           Title:
         , Secretary

(Corporate Seal)                        BERTAN HIGH VOLTAGE CORP.


ATTEST:                                 By:    _________________________________
                                               Name:
____________________                           Title:
         , Secretary


<PAGE>

(Corporate Seal)
                                        DEL MEDICAL SYSTEMS CORP.

ATTEST:                                 By:    _________________________________
                                               Name:
____________________                           Title:
         , Secretary


(Corporate Seal)
                                        GENDEX-DEL MEDICAL IMAGING CORP.


ATTEST:                                 By:    _________________________________
                                               Name:
____________________                           Title:
         , Secretary



<PAGE>

STATE OF NEW YORK                         )
                                          )ss.:
COUNTY OF WESTCHESTER                     )

        On the _______ day of  ___________________,  before me  personally  came
_________________,  to me known, who, being by me duly sworn, did depose and say
that   he   resides   at   _____________________________,   that   he   is   the
_________________________  of DEL GLOBAL  TECHNOLOGIES  CORP.,  the  corporation
described  in and  which  executed  the  foregoing  instrument;  that  it was so
executed by order of the Board of  Directors  of said  corporation;  and that he
signed his name thereto by like authority.

                                                 -------------------------------
                                                     NOTARY PUBLIC

STATE OF NEW YORK                         )
                                          )ss.:
COUNTY OF WESTCHESTER                     )

         On the _______ day of  ___________________,  before me personally  came
_________________,  to me known, who, being by me duly sworn, did depose and say
that   he   resides   at   _____________________________,   that   he   is   the
_________________________  of RFI CORPORATION,  the corporation described in and
which executed the foregoing instrument; that it was so executed by order of the
Board of Directors of said  corporation;  and that he signed his name thereto by
like authority.

                                                 -------------------------------
                                                     NOTARY PUBLIC

STATE OF NEW YORK                         )
                                          )ss.:
COUNTY OF WESTCHESTER                     )

        On the _______ day of  ___________________,  before me  personally  came
_________________,  to me known, who, being by me duly sworn, did depose and say
that   he   resides   at   _____________________________,   that   he   is   the
_________________________  of DYNARAD CORP.,  the  corporation  described in and
which executed the foregoing instrument; that it was so executed by order of the
Board of Directors of said  corporation;  and that he signed his name thereto by
like authority.


                                                  ------------------------------
                                                     NOTARY PUBLIC

<PAGE>
STATE OF NEW YORK                         )
                                          )ss.:
COUNTY OF WESTCHESTER                     )

        On the _______ day of  ___________________,  before me  personally  came
_________________,  to me known, who, being by me duly sworn, did depose and say
that   he   resides   at   _____________________________,   that   he   is   the
_________________________   of  BERTAN  HIGH  VOLTAGE  CORP.,   the  corporation
described  in and  which  executed  the  foregoing  instrument;  that  it was so
executed by order of the Board of  Directors  of said  corporation;  and that he
signed his name thereto by like authority.

                                                  ------------------------------
                                                     NOTARY PUBLIC

STATE OF NEW YORK                         )
                                          )ss.:
COUNTY OF WESTCHESTER                     )

        On the _______ day of  ___________________,  before me  personally  came
_________________,  to me known, who, being by me duly sworn, did depose and say
that   he   resides   at   _____________________________,   that   he   is   the
_________________________   of  DEL  MEDICAL  SYSTEMS  CORP.,   the  corporation
described  in and  which  executed  the  foregoing  instrument;  that  it was so
executed by order of the Board of  Directors  of said  corporation;  and that he
signed his name thereto by like authority.

                                                  ------------------------------
                                                     NOTARY PUBLIC

STATE OF NEW YORK                         )
                                          )ss.:
COUNTY OF WESTCHESTER                     )

        On the _______ day of  ___________________,  before me  personally  came
_________________,  to me known, who, being by me duly sworn, did depose and say
that   he   resides   at   _____________________________,   that   he   is   the
_________________________  of GENDEX-DEL  MEDICAL IMAGING CORP., the corporation
described  in and  which  executed  the  foregoing  instrument;  that  it was so
executed by order of the Board of  Directors  of said  corporation;  and that he
signed his name thereto by like authority.

                                                  ------------------------------
                                                     NOTARY  PUBLIC


Table Deleted

<PAGE>
                                                          Exhibit 3 to Amendment

                                    EXHIBIT B
                        REPLACEMENT REVOLVING CREDIT NOTE

$14,000,000.00                                            White Plains, New York
                                                      Dated as of August 1, 1997

         FOR VALUE RECEIVED,  the undersigned,  DEL GLOBAL TECHNOLOGIES CORP., a
New York corporation, ("Del"), RFI CORPORATION, a Delaware corporation, ("RFI"),
DYNARAD CORP., a New York corporation, ("Dynarad"), BERTAN HIGH VOLTAGE CORP., a
New York corporation,  ("Bertan High Voltage"), DEL MEDICAL SYSTEMS CORP., a New
York corporation,  ("Del Medical"),  and GENDEX-DEL MEDICAL IMAGING CORP., a New
York corporation  ("Gendex-DMI" and together with Del, RFI, Dynarad, Bertan High
Voltage, and Del Medical hereinafter collectively referred to as the "Debtors"),
hereby jointly and severally, promise to pay to the order of THE CHASE MANHATTAN
BANK (NATIONAL  ASSOCIATION) (the "Bank"), at 1 Chase Manhattan Plaza, New York,
New York, on the Revolving Credit Maturity Date, the lesser of the principal sum
of FOURTEEN  MILLION and 00/100 DOLLARS  ($14,000,000)  or the aggregate  unpaid
principal  amount of all  Revolving  Credit  Loans to the Debtors  from the Bank
pursuant to Section 2.2 of the Amended and Restated Credit Agreement dated as of
March 5,  1996,  by and  among the  Debtors  and the Bank and  amended  by First
Amendment to Amended and Restated  Credit  Agreement  dated as of August 2, 1996
and by Second  Amendment to Amended and Restated  Credit  Agreement  dated as of
August 1, 1997 (as such may  hereafter  be amended,  modified or  restated,  the
"Credit  Agreement"),  in  lawful  money of the  United  States  of  America  in
immediately  available  funds,  and to pay interest  from the date hereof on the
principal  amount hereof from time to time  outstanding,  in like funds,  at the
Bank's office,  (i) at the Variable Rate plus the applicable  Margin, or (ii) at
the  election  of the  Debtors,  and  pursuant  to Section  2.4(c) of the Credit
Agreement,  (a) at the Eurodollar Rate plus the applicable  Margin or (b) at the
Fixed Rate.  Interest  shall be computed on the basis of a three  hundred  sixty
(360) day year for actual days elapsed and shall be payable  pursuant to Section
2.4(f) of the Credit Agreement.  Interest calculated in relation to the Variable
Rate shall change when the Variable Rate changes. The applicable Margin shall be
determined pursuant to Section 2.4(e) of the Credit Agreement

         In the event that the  Debtors  prepay or convert any  Eurodollar  Loan
prior to the end of the Interest Period applicable to such Loan, such prepayment
or conversion  shall be  accompanied  by a fee pursuant to Section 2.9(d) of the
Credit Agreement. In the event that the Debtors prepay or convert any Fixed Rate
Loan prior to the end of the  Interest  Period  applicable  to such  Loan,  such
prepayment  or  conversion  shall be  accompanied  by a fee  pursuant to Section
2.9(e) of the Credit Agreement.

         "Payments".  All payments made  pursuant to the  Revolving  Credit Loan
shall be made in Dollars in immediately available funds not later than 1:00 p.m.
New York City time on the  relevant  dates  specified  herein (each such payment
made  after  such time on such due date shall be deemed to have been made on the
next  succeeding  Banking  Day) at the  Principal  Office for the account of the
Lending  Office of the Bank.  The Bank may (but shall not be obligated to) debit
the amount of any such  payment  which is not made by such time to any  ordinary
deposit  account of the Debtors with the Bank. The Debtors shall, at the time of
<PAGE>
making each payment  under the  Revolving  Credit Loan,  specify to the Bank the
principal or other amount payable by the Debtors under the Revolving Credit Loan
to which such  payment is to be  applied  (if a Default or Event of Default  has
occurred and is  continuing,  the Bank may apply such payment as it may elect in
its sole discretion).  If the due date of any payment under the Revolving Credit
Loan would otherwise fall on a day which is not a "Banking Day", such date shall
be extended to the next succeeding Banking Day and interest shall be payable for
any principal so extended for the period of such extension.

         This  Note is the  Revolving  Credit  Note  referred  to in the  Credit
Agreement  and is  entitled  to the  benefits  and is  otherwise  subject to the
provisions  thereof and may be, or may be required to be, prepaid in whole or in
part as provided therein. Terms defined in the Credit Agreement shall have their
defined  meanings when used in this Note unless otherwise  defined herein.  This
Note is a restatement  and  replacement  of and not in addition to the revolving
credit note in the original principal amount of $14,000,000 dated as of March 5,
1996  made by the  Debtors  for the  benefit  of the  Bank,  which  itself  is a
restatement and replacement of and not in addition to the revolving  credit note
in the original  principal amount of $10,000,000  dated January 27, 1995 made by
Del, RFI, Dynarad,  Bertan High Voltage,  and Del Medical for the benefit of the
Bank,  which itself is a restatement  and  replacement of and not in addition to
the revolving credit note in the original  principal amount of $10,000,000 dated
November 4, 1994 made by Del, RFI, Dynarad, Bertan High Voltage, and Del Medical
for the benefit of the Bank,  which itself is a restatement  and  replacement of
and not in  addition to the  revolving  credit  note in the  original  principal
amount of  $10,000,000  dated May 10, 1994 made by Del, RFI,  Dynarad and Bertan
High  Voltage for the benefit of the Bank,  which  itself is a  restatement  and
replacement of and not in addition to the revolving  credit note in the original
principal  amount of $2,000,000  dated December 12, 1989 made by Del and RFI for
the benefit of the Bank's predecessor-in-interest, as heretofore amended.

         The Debtors, jointly and severally, promise to pay interest, on demand,
on any overdue  principal and, to the extent  permitted by law, overdue interest
from the due dates of such  principal  and interest at a rate  determined as set
forth in the Credit Agreement.

         The Debtors hereby waive presentment, demand, protest and notice of any
kind whatsoever. The nonexercise by the holder of any of its rights hereunder in
any  particular  instance  shall not  constitute a waiver thereof in that or any
subsequent instance.
<PAGE>
Upon the occurrence of any one or more of the Events of Default specified in the
Credit  Agreement,  all amounts then remaining  unpaid on this Note shall be, or
may be  declared  to be,  immediately  due and payable as provided in the Credit
Agreement.

         PAYMENT GRID: All borrowings evidenced by the Revolving Credit Note and
all payments and prepayment of the principal  hereof and interest hereon and the
respective dates thereof shall be endorsed by the Bank on the schedule  attached
hereto and made a part  hereof,  or on a  continuation  thereof  which  shall be
attached hereto and made a part hereof, or otherwise recorded by the Bank in its
internal records;  provided,  however, that the failure of the Bank to make such
notation  or any error in such  notation  shall  not in any  manner  affect  the
obligation  of the  Debtors  to make  payments  of  principal  and  interest  in
accordance  with the terms of the  Revolving  Credit  Note,  as modified by this
Agreement, and the Credit Agreement.

         This Note may not be changed,  modified, or terminated orally, but only
by an agreement in writing signed by the Debtors or any successors or assigns of
the Debtors and the Bank or any holder hereof.

         THIS NOTE SHALL BE  CONSTRUED  IN  ACCORDANCE  WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CHOICE OF LAW DOCTRINE, AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

(Corporate Seal)                           DEL GLOBAL TECHNOLOGIES CORP.


ATTEST:                             By:    _________________________________
                                           David Engel, Executive Vice President
--------------------
Michael Taber, Secretary


(Corporate Seal)                           RFI CORPORATION


ATTEST:                             By:    _________________________________
                                           David Engel, Executive Vice President
--------------------
Michael Taber, Secretary


<PAGE>

(Corporate Seal)                           DYNARAD CORP.


ATTEST:                             By:    _________________________________
                                           David Engel, Executive Vice President
--------------------
Michael Taber, Assistant Secretary


(Corporate Seal)                           BERTAN HIGH VOLTAGE CORP.


ATTEST:                             By:    _________________________________
                                           David Engel, Executive Vice President

--------------------
Michael Taber, Secretary


(Corporate Seal)
                                           DEL MEDICAL SYSTEMS CORP.


ATTEST:                             By:    _________________________________
                                           David Engel, Executive Vice President

--------------------
Michael Taber, Secretary


(Corporate Seal)
                                           GENDEX-DEL MEDICAL IMAGING CORP.


ATTEST:                             By:    _________________________________
                                           David Engel, Executive Vice President

--------------------
Michael Taber, Secretary




<PAGE>

STATE OF NEW YORK                         )
                                          )ss.:
COUNTY OF WESTCHESTER                     )

        On the  _______ day of October  1997,  before me  personally  came David
Engel,  to me known,  who,  being by me duly  sworn,  did depose and say that he
resides  at  _____________________________,   that  he  is  the  Executive  Vice
President of DEL GLOBAL  TECHNOLOGIES  CORP.,  the corporation  described in and
which executed the foregoing instrument; that it was so executed by order of the
Board of Directors of said  corporation;  and that he signed his name thereto by
like authority.

                                                 -------------------------------
                                                     NOTARY PUBLIC

STATE OF NEW YORK                         )
                                          )ss.:
COUNTY OF WESTCHESTER                     )

         On the _______ day of October  1997,  before me  personally  came David
Engel,  to me known,  who,  being by me duly  sworn,  did depose and say that he
resides  at  _____________________________,   that  he  is  the  Executive  Vice
President of RFI  CORPORATION,  the corporation  described in and which executed
the  foregoing  instrument;  that it was so  executed  by order of the  Board of
Directors  of said  corporation;  and that he signed  his name  thereto  by like
authority.

                                                 -------------------------------
                                                     NOTARY PUBLIC

STATE OF NEW YORK                         )
                                          )ss.:
COUNTY OF WESTCHESTER                     )

        On the  _______ day of October  1997,  before me  personally  came David
Engel,  to me known,  who,  being by me duly  sworn,  did depose and say that he
resides  at  _____________________________,   that  he  is  the  Executive  Vice
President of DYNARAD CORP., the corporation  described in and which executed the
foregoing instrument; that it was so executed by order of the Board of Directors
of said corporation; and that he signed his name thereto by like authority.


                                                  ------------------------------
                                                     NOTARY PUBLIC

<PAGE>

STATE OF NEW YORK                         )
                                          )ss.:
COUNTY OF WESTCHESTER                     )

        On the  _______ day of October  1997,  before me  personally  came David
Engel,  to me known,  who,  being by me duly  sworn,  did depose and say that he
resides  at  _____________________________,   that  he  is  the  Executive  Vice
President of BERTAN HIGH VOLTAGE CORP.,  the corporation  described in and which
executed the foregoing instrument; that it was so executed by order of the Board
of  Directors of said  corporation;  and that he signed his name thereto by like
authority.

                                                  ------------------------------
                                                     NOTARY PUBLIC

STATE OF NEW YORK                         )
                                          )ss.:
COUNTY OF WESTCHESTER                     )

        On the  _______ day of October  1997,  before me  personally  came David
Engel,  to me known,  who,  being by me duly  sworn,  did depose and say that he
resides  at  _____________________________,   that  he  is  the  Executive  Vice
President of DEL MEDICAL SYSTEMS CORP.,  the corporation  described in and which
executed the foregoing instrument; that it was so executed by order of the Board
of  Directors of said  corporation;  and that he signed his name thereto by like
authority.

                                                  ------------------------------
                                                     NOTARY PUBLIC

STATE OF NEW YORK                         )
                                          )ss.:
COUNTY OF WESTCHESTER                     )

        On the  _______ day of October  1997,  before me  personally  came David
Engel,  to me known,  who,  being by me duly  sworn,  did depose and say that he
resides  at  _____________________________,   that  he  is  the  Executive  Vice
President of GENDEX-DEL MEDICAL IMAGING CORP., the corporation  described in and
which executed the foregoing instrument; that it was so executed by order of the
Board of Directors of said  corporation;  and that he signed his name thereto by
like authority.

                                                  ------------------------------
                                                     NOTARY PUBLIC




Table Deleted