WAIVER

                                                                   Exhibit 10.52

                                     WAIVER

     WAIVER, dated as of March 14, 2006 (this "Waiver"), to the Loan and

Security Agreement, dated as of August 1, 2005 (the "Loan Agreement"), among Del

Global Technologies Corp. ("Del Global"), RFI Corporation and Del Medical

Imaging Corp. (collectively, the "Borrowers") and North Fork Business Capital

Corporation (the "Lender"). Capitalized terms used herein and not otherwise

defined herein shall have the meanings ascribed to such terms in the Loan

Agreement.

                              W I T N E S S E T H :

     WHEREAS, the Borrowers and the Lender are parties to the Loan Agreement,

under which the Lender has agreed to make, and has made, Loans and other

extensions of credit and accommodations to the Borrowers on the terms and

subject to the conditions set forth therein; and

     WHEREAS, the Borrowers have requested that the Lender agree, and the Lender

has agreed, to waive Events of Default that have occurred and are continuing

upon the terms and subject to the conditions set forth herein.

     NOW, THEREFORE, the Borrowers and the Lender agree as follows:

     SECTION 1. WAIVER AND AGREEMENT. Effective as of the date hereof, the

Lender hereby waives compliance with, and any Events of Default arising from

breaches of, (i) Sections 8.1(b), 8.3(b), 8.5(b) and 8.6 of the Loan Agreement

solely to the extent of the Borrowers' failure to comply with the covenants

contained therein for the period ended January 31, 2006 and (ii) Section 7.1(t)

of the Loan Agreement. In addition, each Borrower agrees that no portion of the

Loans shall bear interest by reference to the LIBOR Rate, and the Administrative

Borrower agrees that it shall not request that any portion of the Loans bear

interest by reference to the LIBOR Rate, until the Borrowers have complied with

all of the Financial Covenants with respect to a period ending on or after April

30, 2006.

     SECTION 2. CONDITIONS OF EFFECTIVENESS. This Waiver shall become effective

when, and only when, the Lender shall have received (a) counterparts of this

Waiver, duly executed by the Borrowers, (b) payment of a $22,500 waiver fee,

which fee shall be fully earned and non-refundable when paid, and (c) payment of

the costs and expenses (including, without limitation, reasonable attorneys'

fees) incurred by the Lender in connection with this Waiver.

     SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE BORROWERS. Each Borrower

represents and warrants as follows:

          (a) Such Borrower is a corporation duly organized, validly existing

and in good standing under the laws of the State of New York or Delaware, as the

case may be, and is qualified to do business under the laws of such

other jurisdictions in which its failure to so qualify could have a Material

Adverse Effect.

          (b) The execution, delivery and performance by such Borrower of this

Waiver (i) are within such Borrower's corporate powers, have been duly

authorized by all necessary corporate action and do not contravene (A) such

Borrower's Governing Documents, (B) any Requirement of Law or (C) any Material

Contract and (ii) will not result in or require the creation or imposition of

any Lien upon or with respect to any property now owned or hereafter acquired by

such Borrower.

          (c) No authorization, approval or other action by, and no notice to or

filing with, any Governmental Authority or other Person is required for the d