FORM OF TERM NOTE


$__________                                                  New York, New York

                                                              ________ __, ____

          FOR VALUE RECEIVED, ELGAR ELECTRONICS CORPORATION (the "Borrower"), 
a California corporation, hereby promises to pay to                 or its 
registered assigns (the "Bank"), in lawful money of the United States of 
America in immediately available funds, at the office of Bankers Trust 
Company (the "Agent") located at One Bankers Trust Plaza, 130 Liberty Street, 
New York, New York 10006 on the Final Maturity Date (as defined in the 
Agreement referred to below) the principal sum of _____________ DOLLARS 
($________) or, if less, the unpaid principal amount of all Term Loans (as 
defined in the Agreement) made by the Bank pursuant to the Agreement.

          The Borrower promises also to pay interest on the unpaid principal 
amount hereof in like money at said office from the date hereof until paid at 
the rates and at the times provided in Section 1.08 of the Agreement.

          This Note is one of the Term Notes referred to in the Amended and 
Restated Credit Agreement, dated as of February 3, 1998 and amended and 
restated as of May 29, 1998, among Elgar Holdings, Inc., the Borrower, the 
lenders from time to time party thereto (including the Bank), and the Agent 
(as amended, modified or supplemented from time to time, the "Agreement") and 
is entitled to the benefits thereof and of the other Credit Documents (as 
defined in the Agreement).  This Note is secured by the Security Documents 
(as defined in the Agreement) and is entitled to the benefits of the 
Guaranties (as defined in the Agreement).  This Note is subject to voluntary 
prepayment and mandatory repayment prior to the Final Maturity Date, in whole 
or in part, as provided in the Agreement.

          In case an Event of Default (as defined in the Agreement) shall 
occur and be continuing, the principal of and accrued interest on this Note 
may become or be declared to be due and payable in the manner and with the 
effect provided in the Agreement. 

          The Borrower hereby waives presentment, demand, protest or notice 
of any kind in connection with this Note.

          THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY 
THE LAW OF THE STATE OF NEW YORK.

                         ELGAR ELECTRONICS CORPORATION

                         By 
                            ---------------------------------
                            Name:
                            Title: