ex101to8k05733_11242009.htm


    Exhibit 10.1

     

    
      


      


      


      


      


      
        	
                 

                 

                ASSET
      ACQUISITION AGREEMENT

                 

                 

              


      

      


       

      BY
AND AMONG

       

      DEL
GLOBAL TECHNOLOGIES CORP.

      (AS
THE “PARENT”)

      


      DEL
MEDICAL IMAGING CORP.

      (AS
THE “TRANSFEROR”)

      


      DEL
MEDICAL, INC.

      (AS
THE “ACQUIRER”)

      


      AND

      


      U.M.G.
INC.

      (AS
“UMG”)

       

      November
24, 2009

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        
          	
                  ARTICLE
      I.  ASSETS TO BE PURCHASED

                	
                  1

                
	
                  Section
      1.1.  Description of Assets

                	
                  1

                
	
                  Section
      1.2.  Non-Assignment of Certain Property

                	
                  3

                
	
                  ARTICLE
      II.  ASSUMPTION OF LIABILITIES AND OBLIGATIONS

                	
                  3

                
	
                  ARTICLE
      III.  CONSIDERATION

                	
                  4

                
	
                  Section
      3.1.  Consideration

                	
                  4

                
	
                  Section
      3.2.  Allocation of Consideration

                	
                  4

                
	
                  Section
      3.3.  Consignment of Certain Items

                	
                  4

                
	
                  ARTICLE
      IV.  REPRESENTATIONS AND WARRANTIES

                	
                  5

                
	
                  Section
      4.1.  Representations and Warranties of Acquirer

                	
                  5

                
	
                  Section
      4.2.  Representations and Warranties of
    Transferor

                	
                  7

                
	
                  Section
      4.3.  Effect of Disclosures on Schedules

                	
                  10

                
	
                  Section
      4.4.  Disclaimer of Other Warranties

                	
                  10

                
	
                  ARTICLE
      V.  COVENANTS

                	
                  10

                
	
                  Section
      5.1.  Access to Records and Assistance

                	
                  10

                
	
                  Section
      5.2.  Severability

                	
                  10

                
	
                  Section
      5.3.  Further Assurances

                	
                  10

                
	
                  Section
      5.4.  Announcements

                	
                  11

                
	
                  Section
      5.5.  Accounts Receivable

                	
                  11

                
	
                  Section
      5.6.  Name Change

                	
                  11

                
	
                  Section
      5.7.  Commercially Reasonable Efforts

                	
                  11

                
	
                  Section
      5.8.  Transfer Taxes

                	
                  11

                
	
                  Section
      5.9.  Intercompany Pricing

                	
                  12

                
	
                  ARTICLE
      VI.  CLOSING DELIVERIES

                	
                  12

                
	
                  Section
      6.1.  Deliveries by Transferor

                	
                  12

                
	
                  Section
      6.2.  Deliveries by Acquirer

                	
                  12

                
	
                  ARTICLE
      VII.  INDEMNIFICATION

                	
                  13

                
	
                  Section
      7.1.  Survival of Representations, Warranties and
      Agreements.

                	
                  13

                
	
                  Section
      7.2.  Indemnification.

                	
                  13

                
	
                  Section
      7.3.  Limitations on Indemnification

                	
                  14

                
	
                  Section
      7.4.  Procedure for Indemnification with Respect to Third-Party
      Claims.

                	
                  14

                
	
                  Section
      7.5.  Procedure for Indemnification with Respect to
      Non-Third-Party Claims

                	
                  15

                
	
                  Section
      7.6.  Cooperation in the Defense of Claims

                	
                  15

                
	
                  ARTICLE
      VIII.  MISCELLANEOUS PROVISIONS

                	
                  15

                
	
                  Section
      8.1.  Notices

                	
                  15

                
	
                  Section
      8.2.  Entire Agreement

                	
                  16

                
	
                  Section
      8.3.  Binding Effect; Assignment

                	
                  16

                
	
                  Section
      8.4.  Captions

                	
                  16

                
	
                  Section
      8.5.  Expenses of Transaction

                	
                  17

                
	
                  Section
      8.6.  Waiver; Consent

                	
                  17

                
	
                  Section
      8.7.  Knowledge

                	
                  17

                
	
                  Section
      8.8.  No Third Party Beneficiaries

                	
                  17

                
	
                  Section
      8.9.  Counterparts

                	
                  17

                
	
                  Section
      8.10.  Governing Law; Consent to Jurisdiction.

                	
                  17

                
	
                  Section
      8.11.  Exhibits and Schedules

                	
                  18

                


        

      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      Exhibits

       

      
        
          	
                  Exhibit
      A

                	
                  Bill
      of Sale

                
	
                  Exhibit
      B

                	
                  Assignment
      and Assumptions

                
	
                  Exhibit
      C

                	
                  Assignment
      of Proprietary Rights

                
	
                  Exhibit
      D

                	
                  Certificate
      of Assumed Liabilities

                
	
                  Exhibit
      E

                	
                  Lease
      Assignment

                


        

      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      ASSET ACQUISITION
AGREEMENT

       

      THIS
AGREEMENT dated November 24, 2009 (the “Execution Date”), is by and among U.M.G.
INC., a New York corporation (“UMG”), DEL MEDICAL, INC., a Delaware corporation
and affiliate of UMG (“Acquirer”), DEL GLOBAL TECHNOLOGIES CORP., a New York
corporation (“Parent”), and DEL MEDICAL IMAGING CORP., a Delaware corporation
and wholly-owned subsidiary of Parent (“Transferor”).

       

      W I T N E S S E T H:

       

      WHEREAS,
Transferor, inter alia, designs,
manufactures, markets and sells medical and dental imaging systems (the
“Business”); and

       

      WHEREAS,
Acquirer desires to acquire, and Transferor desires to divest, certain of
Transferor’s operating assets relating to the Business, upon the terms and
subject to the conditions set forth in this Agreement.

       

      NOW,
THEREFORE, in consideration of the premises and the mutual promises herein
contained, Acquirer and Transferor hereby agree as follows:

       

      ARTICLE I.   ASSETS TO BE
PURCHASED

       

      Section
1.1.                      Description of
Assets.  Upon the terms and subject to the conditions set forth
in this Agreement, Transferor hereby agrees to convey, transfer, assign and
deliver to Acquirer, and Acquirer hereby agrees to acquire from Transferor, on
the date hereof (the “Closing Date” and the closing of the transactions
contemplated hereby, the “Closing”), free and clear of all liens, security
interests, claims, pledges, charges, encumbrances, equities, rights of use,
levies, taxes, imposts and restrictions (the “Encumbrances”), all right, title
and interest of Transferor in and to the assets, properties and rights
(contractual or otherwise) of Transferor that are used in connection with the
Business set forth below:

       

      (a)           All
furnishings, fixtures and hardware of the Business located at the Leased
Property (as hereinafter defined) or elsewhere and listed on Schedule 1.1(a),
including, but not limited to, desks, cubicles, work station computers, servers,
routers, warehouse racks, forklifts, phone system, test equipment, advertising
materials, brochures and MRO supplies (collectively, the “Personal
Property”);

       

      (b)           All
franchises, licenses, permits, consents, authorizations, approvals and
certificates of any Governmental Authority (as hereinafter defined) used in
conducting the Business listed on Schedule l.l(b) (the “Permits”);

       

      (c)           All
patents, inventions, trade secrets, processes, proprietary rights, proprietary
knowledge, know-how, design archives, computer software, including, but not
limited to, Great Plains (as it relates to the Business), URLs, domain names,
DSN settings and web sites (including all content and coding), trademarks,
names, service marks, trade names, copyrights, symbols, logos, franchises and
permits owned by Transferor and used in conducting the Business and all
applications therefor, registrations thereof and licenses, sublicenses or
agreements in respect thereof, that Transferor owns or has the right to use or
to which Transferor is a party and all filings, registrations or issuances of
any of the foregoing with or by any federal, state, local or foreign
Governmental Authority and all related goodwill as set forth on Schedule 1.1(c)
(collectively, the “Proprietary Rights”);

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      (d)           All
leases of equipment or other tangible personal property used in conducting the
Business listed on Schedule 1.1(d) (the “Personal Property
Leases”);

       

      (e)           All
of Transferor’s and Parent’s right, title and interest in that certain lease
(the “Real Property Lease”) with a lease commencement date of February 1, 2009,
by and between Industrial Property Fund II, L.P. and Parent for the property
located at 50B North Gary Avenue, Roselle, Illinois 60172 (the “Leased
Property”);

       

      (f)           all
contracts, agreements, contract rights, license agreements, third party
guaranties, indemnifications, arrangements, and understandings, whether oral or
written, to which Transferor is a party which relate to the Business as listed
on Schedule 1.1(f) (the “Contracts”);

       

      (g)           All
prepaid expenses and other miscellaneous assets of the Business listed on
Schedule 1.1(g) (the “Miscellaneous Assets”);

       

      (h)           All
books of account, customer lists, client lists, files, papers, records and
telephone numbers used in conducting the Business;

       

      (i)           All
rights of Transferor in, to and under express or implied warranties from
suppliers of the Business with respect to the Property (as hereinafter defined);
and

       

      (j)           All
goodwill relating to the Business.

       

      All of
the assets, properties and rights (contractual and otherwise) being conveyed,
sold, transferred, assigned and delivered to Acquirer pursuant to subsections
(a) through (j) of this Section 1.1 are hereinafter collectively referred to as
the “Property.”

       

      Notwithstanding
the foregoing, there shall be excluded from the Property the following assets
and properties of Transferor related to or used in connection with the Business:
(i) all cash and cash equivalents; (ii) all tax refunds of any kind paid or
payable to Transferor or Parent; (iii) all assets listed on Schedule 1.1(k),
(iv) all accounts receivable invoices outstanding on the Closing Date and
relating to or arising out of the operation of the Business listed on Schedule
1.1(l) (“Accounts Receivable”); (v) all corporate minute books, stock records,
tax returns, checkbooks, books of original entry and bank statements and
supporting materials of Transferor for all periods; (vi) all claims, causes of
and choses in action of any sort that Transferor may have, including, without
limitation, (A) under any of Transferor’s insurance policies, (B) against CR
Tech USA, Inc. and CR Tech, Case No. 08-CV-8556 (LAP), (C) against any of the
officers, directors and/or stockholders of Transferor and/or the parents,
spouses and lineal descendants of any such persons; (vii) rights of set-off,
counterclaim and/or recoupment respecting any liabilities or obligations of
Transferor not included within the Assumed Liabilities (as hereinafter defined),
(viii) the Consigned Items (as hereinafter defined), (ix) any and all assets
related to Villa Sistemi Medicali and (x) any and all rights related to the
Dynarad HF 110 A/M and phantom product line, inventory and test
fixtures.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Section
1.2.                      Non-Assignment of Certain
Property.  To the extent that the assignment hereunder of any
of the Permits, the Real Property Lease, Personal Property Leases or Contracts
would require the consent of any other party (or in the event that any of the
same shall be nonassignable), neither this Agreement nor any action taken
pursuant to its provisions shall constitute an assignment or an agreement to
assign if such assignment or attempted assignment would constitute a breach
thereof or result in the loss or diminution thereof; provided, however, that in
each such case, Transferor shall use its commercially reasonable efforts to
obtain the consents of any such other party to an assignment to Acquirer. If
such consent is not obtained, Transferor shall cooperate with Acquirer in any
reasonable arrangement that may be mutually agreed by Transferor and Acquirer to
provide Acquirer the full benefits of any such real Property Lease, Permit,
Contract or Personal Property Lease including, without limitation, enforcement,
for the account and benefit of Acquirer, of any and all rights of Transferor
against any other person with respect to any such Real Property Lease, Permit,
Contract or Personal Property Lease.

       

      ARTICLE II.   ASSUMPTION OF LIABILITIES
AND OBLIGATIONS

       

      Acquirer
hereby agrees, on the terms and conditions contained herein, to assume the
following liabilities and obligations of Transferor and Parent:

       

      (a)           All
liabilities with respect to any purchase orders with suppliers of the Business
listed on Schedule 2.1(a) (the “Accounts Payable”);

       

      (b)           All
liabilities with respect to post-Closing obligations arising under the Contracts
(the “Contracts Liabilities”);

       

      (c)           All
liabilities with respect to post-Closing obligations arising under the
Transferor’s warranty policies with respect to items sold by Transferor prior to
the Closing Date, net of any supplier warranty credit or replacement as listed
on Schedule 2.1(c); and

       

      (d)           All
liabilities with respect to post-Closing obligations arising under the Real
Property Lease;

       

      (e)           All
liabilities with respect to post-Closing obligations arising under the Personal
Property Leases;

       

      (f)           All
liabilities with respect to post-Closing obligations arising in connection with
the employment of the Transferred Employees (as hereinafter
defined);

       

      All of
the liabilities being assumed by Acquirer pursuant to subsections (a) through
(f) of this Section 2.1 are hereinafter referred to as the “Assumed
Liabilities.”

       

      Notwithstanding
the foregoing, Acquirer is not assuming any liability for any Excluded Liability
(as hereinafter defined) and it is understood and agreed that, as between
Transferor and Acquirer, Transferor shall remain solely responsible for the
payment, discharge and satisfaction of all Excluded Liabilities.  As
used herein, “Excluded Liabilities” means all liabilities of Transferor and the
Business of any kind, liquidated or contingent, asserted or unasserted, known or
unknown, other than the Assumed Liabilities, including but not limited to any
amount due to any person or entity for commission upon the sale of any Consigned
Item, as a result of commitments for commissions made by Parent or Transferor
prior to Closing.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      ARTICLE III.   CONSIDERATION

       

      Section
3.1.                      Consideration.  Upon
the terms and subject to the conditions set forth in this Agreement, in
consideration for the Property and in full payment therefor (the
“Consideration”), at Closing Acquirer is:

       

      (a)           assuming
the Assumed Liabilities;

       

      (b)           paying
to Parent, via wire transfer of immediately available funds into an account
designated in writing by Parent:

       

      (i)           an
amount equal to Ten Thousand Seven Hundred and Forty-Seven United Sates Dollars,
($10,747), representing the security deposit currently held by the landlord of
the Leased Property; and

       

      (ii)          an
amount equal to Thirty-Two Thousand Two Hundred and Twenty-Five United States
Dollars ($32,225), the sum of the expenses set forth on Schedule 3.1(b),
representing the expenses previously paid by Parent and Transferor with respect
to the upcoming RSNA trade show.

       

      Section
3.2.                      Allocation of
Consideration.  The Consideration shall be allocated for
purposes of this Agreement and for federal, state and local tax purposes as set
forth on an allocation certificate (“Allocation Certificate”) to be agreed upon
by Transferor and Acquirer.  The allocation shall reflect the
respective book value of the assets transferred to liabilities assumed by the
Acquirer, and shall be adjusted if necessary, in accordance with Section 3.2
hereof.  Acquirer and Transferor shall file all federal, state, local
and foreign tax returns, including Internal Revenue Form 8594, in accordance
with the allocation set forth in such Allocation Certificate.

       

      Section
3.3.                      Consignment of Certain
Items.  At Closing and following an inventorying by Transferor
of all inventory owned by it and observed by representatives of BDO Seidman,
LLP, auditors to Parent and representatives of Acquirer, Transferor shall
deliver a Schedule 3.3 listing all inventory owned by it.  For a
period of twelve (12) months following the Closing Date (the “Consignment
Period”), the inventory of Transferor set forth on Schedule 3.3 (collectively
the “Consigned Items” and individually a “Consigned Item”) shall be held on
consignment by Acquirer subject to the following terms.

       

      (a)           During
the Consignment Period Acquirer shall provide to Transferor within 5 business
days of each calendar month end a Consigned Report detailing the previous months
usage, including the dollar amount and part numbers.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (b)           If
Acquirer sells any of the Consigned Items during the Consignment Period,
Acquirer shall remit the amount set forth across from such Consigned Item on
Schedule 3.3 (the “Consigned Price”), to Transferor or Parent within thirty (30)
calendar days after each calendar month end for all sales of the Consigned Items
during the preceding calendar month.  Any amounts in excess to the
Consigned Price received by Acquirer in connection with the sale of a Consigned
Item, shall be retained by Acquirer.

       

      (c)           If
any of the Consigned Items have not been so sold by the end of such twelve-month
period, Acquirer shall deliver possession of such remaining Consigned Items to
Transferor.

       

      (d)           If
any Consigned Item sold by Acquirer is defective, is returned by the purchaser
thereof, or requires any repair, then:

       

      (i)           if at the time of such
return or repair, the Consigned Price for such Consigned Item has not yet
been remitted to Transferor, then the actual cost incurred by Acquirer with
respect to such return or repair shall be off-set against the Consigned Price
due to Transferor with respect to that Consigned Item, up to a maximum of the
Consigned Price for such Consigned Item; or

       

      (ii)           if
prior to such return or repair, the Consigned Price for such Consigned Item has
been remitted to Transferor, then Transferor shall promptly reimburse Acquirer
for the full amount of any cost incurred by it with respect to such return or
repair, up to a maximum of the Consigned Price for such Consigned Item.


       

      Acquirer’s
obligation under Section 5.7 of this Agreement shall cease with respect to any
Consigned Item that is defective or returned by a purchaser thereof, and
Acquirer shall be entitled, at its option, to deliver such defective or returned
Consigned Item to Transferor upon the earlier of discovery of such defect or
upon return of the Consigned Item by the purchaser.

       

      (e)           All
risks of fire, theft or any damage to the Consigned Items shall be assumed by
Acquirer, and Acquirer shall keep the Consigned Items fully insured, at the
expense of Acquirer, for the benefit of and in the names of Transferor and
Parent, covering such risks and in such amounts as shall be satisfactory to
Transferor and Parent.

       

      ARTICLE IV.   REPRESENTATIONS AND
WARRANTIES

       

      Section
4.1.                      Representations and
Warranties of Acquirer.  Acquirer represents and warrants to
Transferor that:

       

      (a)           Corporate
Existence.  Acquirer is a corporation duly organized, validly
existing and in good standing under the laws of Delaware.

       

      (b)           Authorization;
Validity.  Acquirer has all requisite power and authority to
enter into this Agreement and the Lease Assignment (as hereinafter defined), to
perform its obligations hereunder and thereunder and to consummate the
transactions contemplated hereby and thereby.  All necessary action
has been taken by Acquirer with respect to the execution, delivery and
performance by it of this Agreement and the Lease Assignment and the
consummation of the transactions contemplated hereby and
thereby.  Assuming the due execution and delivery of each of this
Agreement and the Lease Assignment by Parent and Transferor, each of this
Agreement and the Lease Assignment is a legal, valid and binding obligation of
Acquirer, enforceable against Acquirer in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization and moratorium laws and other
laws of general application affecting the enforcement of creditors’ rights
generally, and the fact that equitable remedies or relief (including, but not
limited to, the remedy of specific performance) are subject to the discretion of
the court from which such relief may be sought.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (c)           Litigation.  There
is no claim, litigation, action, suit, proceeding, investigation or inquiry,
administrative or judicial, pending or, to the knowledge of Acquirer, threatened
against Acquirer, at law or in equity, before any foreign, federal, state or
local agency, authority, board, bureau, court, instrumentality or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers (each, a “Governmental Authority”), that might have an
adverse effect on Acquirer’s ability to perform any of its obligations under
this Agreement or the Lease Assignment or to consummate the transactions
contemplated hereby or thereby.

       

      (d)           No Breach of Statute or
Contract.  Neither the execution and delivery of this Agreement
or the Lease Assignment by Acquirer, nor the consummation by Acquirer of the
transactions contemplated hereby or thereby, nor compliance by Acquirer with any
of the provisions hereof or thereof, will violate or cause a default under any
statute (domestic or foreign), judgment, order, writ, decree, rule or regulation
of any Governmental Authority applicable to Acquirer or any of its material
properties; breach or conflict with any of the terms, provisions or conditions
of the organization documents of Acquirer; or violate, conflict with or breach
any agreement, contract, mortgage, instrument, indenture or license to which
Acquirer is party or by which Acquirer is or may be bound, or constitute a
default (in and of itself or with the giving of notice, passage of time or both)
thereunder, or result in the creation or imposition of any Encumbrance upon, or
give to any other party or parties, any claim, interest or right, including
rights of termination or cancellation in, or with respect to any of Acquirer’s
properties.

       

      (e)           Employee
Issues.  Acquirer has offered employment to the Transferor’s
employees listed on Schedule 2.1(g) effective as of Closing on the terms and
conditions substantially similar to the terms and conditions of employment and
benefits they currently receive from the Transferor in the aggregate (excluding
Dennis Runyan, Joseph flies and Paul Palz) and all such employees listed on
Schedule 2.1(g) have accepted such employment offer made by Acquirer (the
“Transferred Employees”).  The employment of each Transferred Employee
by Transferor shall end effective as of the close of business on the day before
the Closing Date and the employment of the Transferred Employees by Acquirer
shall commence at 12:01 a.m. on the day of the Closing Date.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      (f)           Brokers.  UMG
and Acquirer have not entered into any agreement, arrangement or understanding
with any party as to which Parent or Transferor may have any liability for a
finder’s fee, brokerage commission, advisory fee or other similar
payment.

       

      (g)           Solvency.  Acquirer
is Solvent (as hereinafter defined).  Acquirer will not fail to be
Solvent as a result of the execution and delivery of this Agreement, the Lease
Assignment or any of the other agreements, documents or instruments to which it
is a party or as a result of the transactions contemplated
hereunder.

       

      For
purposes of this Agreement, “Solvent” shall mean, when used with respect to any
person or entity, that at the time of determination:

       

      
        	
                 
      

              	
                i.

              	
                it
      is then able and expects to pay its debts as they mature;
    and

              


      

       

      
        	
                 
      

              	
                ii.

              	
                it
      has capital sufficient to carry on its business as conducted and as
      proposed to be conducted.

              


      

       

      Section
4.2.                      Representations and
Warranties of Transferor.  Transferor represents and warrants
to Acquirer that:

       

      (a)           Corporate
Existence.  Transferor is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
the corporate power to own, operate or lease the Property and to carry on the
Business as now being conducted.

       

      (b)           Authorization;
Validity.  Transferor has all requisite corporate power and
authority to enter into this Agreement and the Lease Assignment, to perform its
obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby without the approval of any third party, except
as listed on Schedule 4.2(b).  All necessary corporate action has been
taken by Transferor with respect to the execution, delivery and performance by
Transferor of this Agreement and the Lease Assignment and the consummation by
Transferor of the transactions contemplated hereby and
thereby.  Assuming the due execution and delivery of this Agreement
and the Lease Assignment by Acquirer, each of this Agreement and the Lease
Assignment is a legal, valid and binding obligation of Transferor, enforceable
against Transferor in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization and moratorium laws and other laws of
general application affecting the enforcement of creditors’ rights generally,
and the fact that equitable remedies or relief (including, but not limited to,
the remedy of specific performance) are subject to the discretion of the court
from which such relief may be sought.

       

      (c)           No Breach of Statute or
Contract.  Except as set forth on Schedule 4.2(c), neither the
execution and delivery of this Agreement or the Lease Assignment, nor the
consummation by Transferor of the transactions contemplated hereby or thereby,
nor compliance by Transferor with any of the provisions hereof or thereof will
violate or cause a default under any statute (domestic or foreign), judgment,
order, writ, decree, rule or regulation of any Governmental Authority applicable
to Transferor or any of its properties; breach or conflict with any of the
terms, provisions or conditions of the Certificate of Incorporation or By-Laws
of Transferor; or violate, conflict with or breach any agreement, contract,
mortgage, instrument, indenture or license to which Transferor is a party or by
which Transferor is or may be bound with respect to the Property or the
Business, or constitute a default (in and of itself or with the giving of
notice, passage of time or both) thereunder, or result in the creation or
imposition of any Encumbrance upon, or give to any other party or parties any
claim, interest or right, including rights of termination or cancellation in, or
with respect to, the Property.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (d)           Subsidiaries.  Transferor
has no subsidiaries or equity investments in any other corporation, association,
partnership, joint venture or other entity that carries on the
Business.

       

      (e)           Liabilities.  Except
as set forth on Schedule 4.2(e), Transferor has no liability or obligation of
any nature (whether liquidated, unliquidated, accrued, absolute, contingent or
otherwise and whether due or to become due) in respect of the Business
except:

       

      (i)           those
arising under agreements or other commitments listed on any Schedule hereto
including, but not limited to, the Permits, Real Property Lease, Personal
Property Leases, and the Contracts;

       

      (ii)         current
liabilities arising in the ordinary and usual course of the Business subsequent
to August 1, 2009 that are accurately reflected on its books and records in a
manner consistent with past practice; and

       

      (iii)        ordinary
course warranty and product liability obligations and liabilities for product
returns and allowances.

       

      (f)           Registered Proprietary
Rights.  Schedule 1.1(c) sets forth all issued patents;
registered URLs; domain names and DSN settings; registrations and applications
for trademarks, service marks, and trade names; registrations and applications
for copyrights; and all licenses, sublicenses or agreements in respect thereof
that Transferor owns or has the right to use or to which Transferor is a party
with respect to the Business, except for the off the shelf software
licenses.  Except as set forth on Schedule 4.2(f), Transferor is the
owner of all right, title and interest or otherwise has valid license rights in
and to all Proprietary Rights free and clear of all Encumbrances
whatsoever.  To the Knowledge of Transferor, the Business as conducted
immediately prior to the Closing, and the sale by Transferor and ownership by
Acquirer of any of the Property is not and will not be in contravention of any
patent, trademark, copyright or other proprietary right of any third
party.

       

      Except as
listed on Schedule 4.2(f), none of the Proprietary Rights has been hypothecated,
sold, assigned or licensed by Transferor to any other person, corporation, firm
or other legal entity; or to the Knowledge of Transferor, infringes upon or
violates the rights of any person, firm, corporation, or other legal
entity.  Except as listed on Schedule 4.2(f), and except in the
ordinary course pursuant to Article 2 of the Uniform Commercial Code, to the
Knowledge of Transferor, Transferor has not given any indemnification against
patent, trademark or copyright infringement as to any equipment, materials,
products, services or supplies that Transferor uses, license or sells; there is
not pending or to the Knowledge of Transferor, threatened any claim to sell,
engage in or employ any such product, process, method or operation.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (g)           Insurance.  Schedule
4.2(g) lists all policies of property, casualty, liability and other forms of
insurance currently owned or held by Transferor relating to the Business and all
such policies are currently in full force and effect.

       

      (h)           Litigation.  Except
as set forth on Schedule 4.2(h), there are no claims, actions, suits or
proceedings pending or, to the Knowledge of Transferor, threatened against or
affecting Transferor or any officer or director of Transferor in connection with
the Business or the Property, before any federal, state, local or foreign court
or Governmental Authority.  Transferor is not subject to, or in
default with respect to, any judgment, order, writ, injunction or decree that is
binding upon Transferor with respect to the Business.

       

      (i)           Compliance with
Laws.  Except as listed on Schedule 4.2(i), Transferor is in
compliance in all material respects with all laws, ordinances, regulations and
orders applicable to the Business and the Property and has no notice or
Knowledge of any violations, whether actual, claimed or alleged,
thereof.

       

      (j)           Brokers.  Neither
Parent nor Transferor has entered into any agreement, arrangement or
understanding with any party as to which UMG or Acquirer may have any liability
for a finder’s fee, brokerage commission, advisory fee or other similar
payment.

       

      (k)           Title to
Property.  (a) Transferor has good and marketable title to all
Property owned by it and valid leasehold interests in all Property leased by it
in the operation of the Business, free and clear of all Encumbrances, except as
listed on Schedule 4.2(k) hereto, and excluding (i) liens for taxes, fees,
levies, imposts, duties or governmental charges of any kind that are not yet
delinquent or are being contested in good faith by appropriate proceedings that
suspend the collection thereof; or (ii) liens for mechanics, materialmen,
laborers, employees, suppliers or others that are not yet delinquent or are
being contested in good faith by appropriate proceedings.

       

      Except as
listed on Schedule 4.2(k), no financing statement under the Uniform Commercial
Code or similar law naming Transferor as debtor has been filed in any
jurisdiction in respect of the Property, and Transferor is not a party to or
bound under any agreement or legal obligation authorizing any party to file any
such financing statement.

       

      (l)           Books of Account;
Records.  The general ledgers, books of account and other
records of Transferor in respect of the Business are complete and correct in all
material respects and have been maintained in accordance with good business
practices.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      Section
4.3.                      Effect of Disclosures on
Schedules.  Information disclosed by Transferor on any Schedule
to this Agreement shall be deemed to be disclosed on any other Schedule to this
Agreement as to which such information would be reasonably
applicable.

       

      Section
4.4.                      Disclaimer of Other
Warranties.  Except for the representations and warranties set
forth in this Agreement and in the documents and instruments delivered in
accordance with the terms of this Agreement, neither Transferor, nor any person
acting on its behalf, makes any representation or warranty relating to
Transferor, the Business or the Property.  Transferor hereby disclaims
any implied warranty with respect to it, the Business and the Property,
including, without limitation, any implied warranty of merchantability or
fitness for a particular purpose.

       

      ARTICLE
V.   COVENANTS

       

      Section
5.1.                      Access to Records and
Assistance.  For a period of three years after the Closing
Date, Acquirer shall (a) preserve those of Transferor’s books and records as are
delivered to Acquirer hereunder, (b) make available to Transferor for inspection
and copying (i) all such books and records as are delivered to Acquirer
hereunder as reasonably required by Transferor or Parent and (ii) all books and
records of the Acquirer related to the Business post-Closing, including those
books and records related to the Consigned Items and the Accounts Receivables,
for all purposes reasonably related to this Agreement or any of the documents
and instruments in accordance with its terms and (c) use its commercially
reasonable efforts to assist Transferor and Parent, at no cost to Transferor or
Parent, on the one hand, or Acquirer, on the other (other than reasonable
amounts of time during regular business hours of certain of the Transferred
Employees), in connection with any requests for information in connection with
(i) the Consigned Items and (ii) the Accounts Receivables.  Through
December 31, 2009, Acquirer shall permit up to two of Parent’s employees or
temporary workers to work at the Leased Property during regular business hours
to work on Parent’s or Transferor’s Accounts Receivables collections, perform a
review of the Consigned Items, or work on transition matters.

       

      Section
5.2.                      Severability.  With
respect to any provision of this Article V finally determined by a court of
competent jurisdiction to be unenforceable, such court shall have jurisdiction
to reform such provision so that it is enforceable to the maximum extent
permitted by law, and the parties shall abide by such court’s
determination.  In the event that any provision of this Article V
cannot be reformed, such provision shall be deemed to be severed from this
Agreement, but every other provision of Article V of this Agreement shall remain
in full force and effect.

       

      Section
5.3.                      Further
Assurances.  On and after the Closing Date, Transferor shall
prepare, execute and deliver, at Transferor’s expense, such further instruments
of conveyance, sale, assignment or transfer, and shall take or cause to be taken
such other or further action as Acquirer’s counsel shall reasonably request at
any time or from time to time in order to perfect, confirm or evidence in
Acquirer title to all or any part of the Property or to consummate, in any other
manner, the terms and conditions of this Agreement.  On and after the
Closing Date, Acquirer shall prepare, execute and deliver, at Acquirer’s
expense, such further instruments, and shall take or cause to be taken such
other or further action as Transferor’s counsel shall reasonably request at any
time or from time to time in order to confirm or evidence Acquirer’s assumption
of the Assumed Liabilities or to consummate, in any other manner, the terms and
conditions of this Agreement.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      Section
5.4.                      Announcements.  Except
as required by law and the rules and regulations of the Securities and Exchange
Commission or any stock exchange, neither party to this Agreement shall issue
any press releases or make any public announcements with respect to this
Agreement or the transactions contemplated hereby without the written consent of
the other party hereto, which consent shall not be unreasonably withheld or
delayed.  Prior to issuing any press release or making any public
announcements, the disclosing party shall give the other party a copy of the
text of their proposed disclosure and a reasonable opportunity to comment on
it.  Subject to the obligations of Parent under applicable Securities
and Exchange Commission or stock exchange rules and regulations, Acquirer and
Transferor shall jointly agree on the press release or other public announcement
with respect to the transactions contemplated by this Agreement which will be
disseminated promptly following the execution and delivery
hereof.  Transferor shall also prepare and deliver electronic
correspondence to customers of the Business describing the terms and conditions
of the transactions contemplated hereby.

       

      Section
5.5.                      Accounts
Receivable.  Promptly upon the receipt by Acquirer of good
funds as payment for an Account Receivable, and in any event within five (5)
business days after such receipt, Acquirer shall remit such payment to
Transferor or Parent.  Should a customer of both Transferor and
Acquirer remit a payment without identifying the invoice(s) to which it should
be applied, the payment shall be applied to the oldest unpaid
invoice.  Promptly upon the receipt by Transferor or Parent of good
funds as payment for any account receivable of the Business that is not an
Account Receivable or payment for a Consigned Item, and in any event within five
(5) business days after such receipt, Tranferor or Parent shall remit such
payment to Acquirer.

       

      Section
5.6.                      Name
Change.  Within twenty (20) business days after the Closing
Date, Transferor shall change its name to a term which does not include the
terms “Del,” “Del Medical,” or “Universal.”  No later than its first
Annual Meeting of Stockholder’s for its fiscal year ended July 31, 2010, Parent
shall use its commercially reasonable efforts to seek stockholder approval to
change its name to a form that does not include, “Del,” “Del Medical,” or
“Universal.”  If Parent is unable to receive stockholder approval,
Parent shall not use the names “Del,” “Del Medical,” or “Universal,” in any way
which is competitive with Acquirer.  Parent and Transferor shall also
take such actions as may be requisite to make available to Acquirer, for its
exclusive use, “Del,” “Del Medical,” or “Universal.”

       

      Section
5.7.                      Commercially Reasonable
Efforts.  Acquirer shall, for the 12-month consignment period
following the Closing Date, use its commercially reasonable efforts to take, or
cause to be taken, all actions and to do, or cause to be done, all things
necessary, proper or advisable to market and sell the Consigned
Items.

       

      Section
5.8.                      Transfer
Taxes.  Acquirer agrees that all sale or transfer taxes,
recording taxes and/or similar taxes or charges, incurred by any of Parent,
Transferor or Acquirer in connection with the sale of the Property under this
Agreement shall be borne by Acquirer and Acquirer shall remit payment for such
taxes or charges to the proper Governmental Authority.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      Section
5.9.                      Intercompany
Pricing.  Except with respect to any orders for products that
are in effect on the date of this Agreement, Acquirer agrees that post-Closing
all intercompany pricing agreements between RFI Corporation, Villa Sistemi
Medicali and the Business will be null and void.

       

      ARTICLE VI.   CLOSING
DELIVERIES

       

      Section
6.1.                      Deliveries by
Transferor.  Transferor shall deliver to Acquirer at Closing
the following:

       

      (a)           Current
certificates of good standing and incumbency certificates for each of Parent and
Transferor.

       

      (b)           An
executed counterpart of the General Conveyance, Assignment and Bill of Sale
conveying, selling, transferring and assigning to Acquirer title to all of the
Property, free and clear of all Encumbrances, in the form of Exhibit A
hereto.

       

      (c)           Executed
counterparts of Assignments and Assumptions of the Permits, the Personal
Property Leases and the Contracts which include the written consents of all
parties necessary in order to duly transfer all of Transferor’s rights
thereunder to Acquirer, in the form of Exhibit B hereto (the “Assignments and
Assumptions”).

       

      (d)           An
executed counterpart of the Assignment of the Proprietary Rights conveying,
transferring and assigning to Acquirer, all of Transferor’s right, title and
interest in and to the Proprietary Rights, free and clear of all Encumbrances,
in the form of Exhibit C hereto.

       

      (e)           An
executed counterpart of the Certificate of Assumed Liabilities in the form of
Exhibit D hereto (the “Certificate of Assumed Liabilities”).

       

      (f)           An
executed counterpart of the assignment of the Real Property Lease in favor of
Acquirer with respect to the Leased Property in the form of Exhibit E hereto
(“Lease Assignment”).

       

      (g)           Such
other separate bills of sale, assignments or documents of transfer that Acquirer
may reasonably deem necessary or appropriate in order to perfect, confirm or
evidence title to all or any part of the Property.

       

      Section
6.2.                      Deliveries by
Acquirer.  Acquirer shall deliver to Transferor at Closing the
following:

       

      (a)           A
current certificates of good standing and incumbency certificates for UMG and
Acquirer.

       

      (b)           Executed
counterparts of the Assignments and Assumptions.

       

      (c)           An
executed counterpart of the Certificate of Assumed Liabilities.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      (d)           An
executed counterpart of the Lease Assignment.

       

      (e)           Such
other separate instruments of assumption that Transferor may reasonably deem
necessary or appropriate in order to confirm or evidence Acquirer’s assumption
of the Assumed Liabilities.

       

      ARTICLE VII.   INDEMNIFICATION

       

      Section
7.1.                      Survival of Representations,
Warranties and Agreements.

       

      Subject
to the limitations set forth in this Article VII and notwithstanding any
investigation conducted at any time with regard thereto by or on behalf of UMG
and Acquirer, on the one hand, or Parent and Transferor, on the other, all
representations, warranties, covenants and agreements of UMG and Acquirer, on
the one hand, and Parent and Transferor, on the other, in this Agreement shall
terminate at the Closing.  All statements contained in any Schedule or
Exhibit hereto shall be deemed representations and warranties of UMG and
Acquirer, on the one hand, or Parent and Transferor, one the other, as the case
may be, set forth in this Agreement for the purposes of this
Article.

       

      Section
7.2.                      Indemnification.

       

      (a)           Subject
to the limitations set forth in this Article VII, Parent and Transferor, jointly
and severally, shall indemnify and hold harmless Acquirer and UMG from and
against any and all losses, liabilities, damages, demands, claims, suits,
actions, judgments or causes of action, assessments, costs and expenses
including, without limitation, interest, penalties, reasonable attorneys’ fees,
any and all reasonable expenses incurred in investigating, preparing or
defending against any litigation, commenced or threatened, or any claim
whatsoever, and any and all amounts paid in settlement of any claim or
litigation (collectively, “Damages”), asserted against, resulting to, imposed
upon, or incurred or suffered by UMG and Acquirer, directly or indirectly, as a
result of or arising from the following (individually an “Indemnifiable Claim”
and collectively “Indemnifiable Claims” when used in the context of Acquirer as
the Indemnified Party (as hereinafter defined)):

       

      (i)           Any
Excluded Liability or other liability imposed upon Acquirer and UMG as
transferee of the Business or the Property, including without limitation, or
otherwise relating to the Business prior to the Closing Date, except to the
extent such liability has been assumed by UMG and Acquirer pursuant to Article
II hereof; and

       

      (b)           Subject
to the limitations set forth in this Article VII, UMG and Acquirer, jointly and
severally, shall indemnify and hold harmless Parent and Transferor from and
against any and all Damages asserted against, resulting to, imposed upon, or
incurred or suffered by Parent or Transferor, directly or indirectly, as a
result of or arising from the following:

       

      (i)           Any
liability imposed upon Transferor or Parent as a result of Acquirer’s conduct
with respect to the Business after the Closing Date;

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      (ii)         The
nonperformance or nonpayment by Acquirer or UMG of any of the Assumed
Liabilities; or

       

      (iii)        all
pre- and post-Closing liabilities and expenses related to severance pay to which
such Transferred Employees are entitled by virtue of their employment by
Transferor or Parent, or termination of their employment with Transferor or
Parent, provided however, subject to Section 7.4 below and excluding legal fees
and expenses incurred by Parent or Transferor, the full amount of which may be
recovered, the maximum amount that UMG or Acquirer shall be liable to Parent or
Transferor in connection with any such Transferred Employee pursuant to this
Section 7.2(b)(iii) is the amount set forth across from such Transferred
Employee on Schedule 7.2(b)(iii).

       

      (c)           For
purposes of this Article VII, all Damages shall be computed net of any insurance
proceeds actually received by the Indemnified Party (as hereinafter defined)
with respect thereto that reduces the Damages that would otherwise be sustained;
provided, however, that if payment is made by the Indemnifying Party (as
hereinafter defined) to the Indemnified Party regarding such Damages and then
subsequent to such payment, the Indemnified Party also receives insurance
proceeds relating to such Damages, the Indemnified Party shall return to the
Indemnifying Party, the amount paid by the Indemnified Party in relation to such
Damages, up to the lesser of (i) the amount paid by the Indemnifying Party or
(ii) the amount of the insurance proceeds.

       

      (d)           Notwithstanding
anything to the contrary contained in this Agreement, in no event shall any
party hereto have any liability hereunder to any other party hereto for
consequential, indirect or incidental damages of any kind or nature or lost
profits.

       

      Section
7.3.                      Limitations on
Indemnification.  Rights to indemnification hereunder are
subject to the following limitations:

       

      (a)           As
to Parent and Transferor, on the one hand, and UMG and Acquirer, on the other,
the obligation to indemnify provided herein with respect to any matter for which
indemnification is permissible under this Article VII herein shall survive the
Closing Date for a period of twelve (12) months.

       

      (b)           If,
prior to the termination of any obligation to indemnify as provided for herein,
written notice of a claimed breach is given by the party seeking indemnification
including in detail the basis therefor (the “Indemnified Party”) to the party
from whom indemnification is sought (the “Indemnifying Party”) or a suit or
action based upon a claimed breach is commenced against the Indemnified Party,
the Indemnified Party shall not be precluded from pursuing such claimed breach
or suit or action, or from recovering from the Indemnifying Party (whether
through the courts or otherwise) on the claim, suit or action, by reason of the
termination otherwise provided for above.

       

      Section
7.4.                      Procedure for
Indemnification with Respect to Third-Party Claims.

       

      The
Indemnified Party shall give the Indemnifying Party prompt written notice of any
third party claim, demand, assessment, suit or proceeding to which the indemnity
set forth in Section 10.2 applies, which notice to be effective must describe
such claim in reasonable detail (the “Indemnification
Notice”).  Notwithstanding the foregoing, the Indemnified Party shall
not have any obligation to give any notice of any assertion of liability by a
third party unless such assertion is in writing and the rights of the
Indemnified Party to be indemnified hereunder in respect of any third party
claim shall not be adversely affected by its failure to give notice pursuant to
the foregoing unless and, if so, only to the extent that, the Indemnifying Party
is materially prejudiced thereby.  The Indemnifying Party shall have
the right to control the defense or settlement of any such action subject to the
provisions set forth below, but the Indemnified Party may, at its election,
participate in the defense of any action or proceeding at its sole cost and
expense.  Should the Indemnifying Party fail timely to defend any such
action (except for failure resulting from the Indemnified Party’s failure to
timely give the Indemnification Notice), then, in addition to any other remedy,
the Indemnified Party may settle or defend such action or proceeding through
counsel of its own choosing and may recover from the Indemnifying Party the
amount of such settlement, demand, or any judgment or decree and all of its
costs and expenses, including reasonable fees and disbursements of
counsel.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      Section
7.5.                      Procedure for
Indemnification with Respect to Non-Third-Party Claims.  In the
event that the Indemnified Party asserts the existence of an Indemnifiable Claim
(but excluding claims resulting from the assertion of liability by third
parties), it shall give prompt written notice to the Indemnifying Party
specifying in reasonable detail and to the extent known to it the nature and
amount of the claim asserted (the “Non-Third Party Claim Indemnification
Notice”).  If the Indemnifying Party, within 30 days (or such greater
time as may be necessary for the Indemnifying Party to investigate such
Indemnifiable Claim not to exceed 60 days), after receiving the Non-Third Party
Claim Indemnification Notice from the Indemnified Party, shall not give written
notice to the Indemnified Party announcing its intent to contest such assertion
of the Indemnified Party (the “Contest Notice”), such assertion shall be deemed
accepted and the amount of claim shall be deemed a valid Indemnifiable Claim.
During the time period set forth in the preceding sentence, the Indemnified
Party shall cooperate fully with the Indemnifying Party in respect of such
Indemnifiable Claim.  In the event, however, that the Indemnifying
Party contests the assertion of a claim by giving a Contest Notice to the
Indemnified Party within said period, then if the parties hereto, acting in good
faith, cannot reach agreement with respect to such claim within 10 days after
such notice, such parties may seek any remedy available thereto at law or in
equity.

       

      Section
7.6.                      Cooperation in the Defense
of Claims.  In the event that an Indemnifiable Claim is
asserted, the Indemnifying Party and the Indemnified Party shall each cooperate
in all reasonable respects with the other.  Such cooperation shall
include making available on reasonable notice during normal business hours at
the cost of the Indemnifying Party such business records as relate to the
Business and the transactions contemplated by this Agreement and suitable
personnel with knowledge of the foregoing.

       

      ARTICLE VIII.   MISCELLANEOUS
PROVISIONS

       

      Section
8.1.                      Notices.  All
notices and other communications required or permitted under this Agreement
shall be deemed to have been duly given and made if in writing and if served
either by personal delivery to the party for whom intended (which shall include
delivery by Federal Express or similar responsible overnight service) when
received or if sent by facsimile transmission, with a copy by personal delivery,
Federal Express or similar responsible overnight service) on the same day, when
transmitted and receipt is confirmed by telephone, bearing the address shown in
this Agreement for, or such other address as may be designated in writing
hereafter by, such party:

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	
                If
      to Parent or Transferor:

              	
                Del
      Global Technologies Corp.

              


      

      
        	
                 
      

              	
                100
      Pine-Aire Drive

              


      

      
        	
                 
      

              	
                Bay
      Shore, New York 11706

              


      

      
        	
                 
      

              	
                Attention:
      Chief Executive Officer

              


      

      
        	
                 
      

              	
                Facsimile
      No.: 847-510-0423

              


      

       

      
         

        
          	
                   
      

                	
                        
                    with
      a copy to:

                  

                	
                        
                    Olshan
      Grundman Frome Rosenzweig & Wolosky
  LLP

                  

                


        

      

      
        	
                 
      

              	
                Park
      Avenue Tower

              


      

      
        	
                 
      

              	
                65
      East 55th Street

              


      

      
        	
                 
      

              	
                New
      York, New York 10022

              


      

      
        	
                 
      

              	
                Attention:
      Jeffrey S. Spindler, Esq.

              


      

      
        	
                 
      

              	
                Facsimile
      No.: (212) 451-2222

              


      

       

      
        	
                 
      

              	
                If
      to Acquirer:

              	
                U.M.G.
      Inc. or Del Medical, Inc.

              


      

      
        	
                 
      

              	
                28
      Calvert Street

              


      

      
        	
                 
      

              	
                Harrison,
      New York 10528

              


      

      
        	
                 
      

              	
                Attention:  Toufic
      Lorenzo

              


      

      
        	
                 
      

              	
                Facsimile
      No.:

              


      

       

      
        	
                 
      

              	
                with
      a copy to:

              	
                Sherman
      & Sanchez, LLC

              


      

      
        	
                 
      

              	
                110
      Summer Street

              


      

      
        	
                 
      

              	
                Stamford,
      Connecticut 06905

              


      

      
        	
                 
      

              	
                Attention:
      Daniel E. Sanchez, Esq.

              


      

      
        	
                 
      

              	
                Facsimile
      No.: (203) 406-0442

              


      

       

      Section
8.2.                      Entire
Agreement.  This Agreement and Schedules hereto, and the
documents referred to herein embody the entire agreement and understanding of
the parties hereto with respect to the subject matter hereof, and supersede all
prior and contemporaneous agreements and understandings, oral or written,
relative to said subject matter.

       

      Section
8.3.                      Binding Effect;
Assignment.  This Agreement and the various rights and
obligations arising hereunder shall inure to the benefit of and be binding upon
Acquirer, on the one hand, and Parent and Transferor, on the other, and their
respective successors and permitted assigns.  Neither this Agreement
nor any of the rights, interests or obligations hereunder shall be transferred
or assigned (by operation of law or otherwise) by any of the parties hereto
without the prior written consent of the other parties.  Any transfer
or assignment of any of the rights, interests or obligations hereunder in
violation of the terms hereof shall be void and of no force or
effect.

       

      Section
8.4.                      Captions.  The
Article and Section headings of this Agreement are inserted for convenience only
and shall not constitute a part of this Agreement in construing or interpreting
any provision hereof.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      Section
8.5.                      Expenses of
Transaction.  Acquirer, on the one hand, and Parent and
Transferor, on the other, shall each pay its own costs and expenses incurred by
it in connection with this Agreement and the transactions contemplated
hereby.

       

      Section
8.6.                      Waiver;
Consent.  This Agreement may not be changed, amended,
terminated, augmented, rescinded or discharged (other than by performance), in
whole or in part, except by a writing executed by each of the parties hereto,
and no waiver of any of the provisions or conditions of this Agreement or any of
the rights of a party hereto shall be effective or binding unless such waiver
shall be in writing and signed by the party claimed to have given or consented
thereto.  Except to the extent that a party hereto may have otherwise
agreed to in writing, no waiver by that party of any condition of this Agreement
or breach by any other party of any of its obligations, representations or
warranties hereunder shall be deemed to be a waiver of any other condition or
subsequent or prior breach of the same or any other obligation or representation
or warranty by such other party, nor shall any forbearance by the first party to
seek a remedy for any noncompliance or breach by such other party be deemed to
be a waiver by the first party of its rights and remedies with respect to such
noncompliance or breach.

       

      Section
8.7.                      Knowledge.  All
references herein to the Knowledge of Transferor or Parent or words of similar
import shall mean the actual knowledge of Mark A. Zorko.

       

      Section
8.8.                      No Third Party
Beneficiaries.  Nothing herein, expressed or implied, is
intended or shall be construed to confer upon or give to any person, firm,
corporation or legal entity, other than the parties hereto, any rights, remedies
or other benefits under or by reason of this Agreement.

       

      Section
8.9.                      Counterparts.  This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument.

       

      Section
8.10.                     Governing Law; Consent to
Jurisdiction.

       

      (a)           This
Agreement shall be governed by and construed in accordance with the domestic
laws of the State of New York without giving effect to any choice or conflict of
law provision or rule (whether of the State of New York or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of New York.

       

      (b)           Each
of the parties hereto hereby irrevocably submits to the exclusive jurisdiction
of any New York state court, or the United States District Court, Southern
District of New York, in each case sitting in the County of New York over any
action or proceeding arising out of or relating to this Agreement and the
transactions contemplated hereby and each of the parties hereto hereby
irrevocably agrees that all claims in respect of such action or proceeding shall
be heard and determined in such New York state or Federal court.  Each
of the parties hereto hereby irrevocably waives, to the fullest extent legally
possible, the defense of an inconvenient forum to the maintenance of such action
or proceeding.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      Section
8.11.                     Exhibits and
Schedules.  Each reference in this Agreement to an Exhibit or
Schedule shall mean an Exhibit or Schedule annexed to this Agreement and shall
be incorporated into this Agreement by such reference.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the day and year first above written.

       

      
        	 
      	
                ACQUIRER:

              
	 
      	 
      
	 
      	
                DEL
      MEDICAL, INC.

              
	 
      	 
      
	 
      	
                By:

              	
                /s/
      Toufic Lorenzo

              
	 
      	 
      	
                Name:  Toufic
      Lorenzo

                Title:  President

              
	 
      	 
      


      

      


      
        	 
      	 
      
	 
      	
                UMG:

              
	 
      	 
      
	 
      	
                U.M.G.
      INC.

              
	 
      	 
      
	 
      	
                By:

              	
                /s/
      Toufic Lorenzo

              
	 
      	 
      	
                Name:  Toufic
      Lorenzo

                Title:  President
      and CEO

              
	 
      	 
      


      

      


      
        	 
      	 
      
	 
      	
                PARENT:

              
	 
      	 
      
	 
      	
                DEL
      GLOBAL TECHNOLOGIES CORP.

              
	 
      	 
      
	 
      	
                By:

              	
                /s/
      Mark A. Zorko

              
	 
      	 
      	
                Name:
      Mark A. Zorko

                Title:   Chief
      Financial Officer and Secretary

              
	 
      	 
      


      

      


      
        	 
      	 
      
	 
      	
                TRANSFEROR:

              
	 
      	 
      
	 
      	
                DEL
      MEDICAL IMAGING CORP.

              
	 
      	 
      
	 
      	
                By:

              	
                /s/
      Mark A. Zorko

              
	 
      	 
      	
                Name:  Mark
      A. Zorko

                Title:    Chief
      Financial Officer, Secretary and
Treasurer

              


      

       

      
 

      
        
          
          

        

        
          19