<SUBMISSION>
<ACCESSION-NUMBER>0000927016-02-002966
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>6
<PERIOD>20020419
<ITEMS>5
<ITEMS>7
<FILING-DATE>20020520
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AEROVOX INC
<CIK>0000856164
<ASSIGNED-SIC>3620
<IRS-NUMBER>760254329
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0102
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-18018
<FILM-NUMBER>02657407
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>740 BELLEVILLE AVE
<CITY>NEW BEDFORD
<STATE>MA
<ZIP>02745-6194
<PHONE>5089949661
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>740 BELLEVILLE AVE
<CITY>NEW BEDFORD
<STATE>MA
<ZIP>02745-6194
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                           The Securities Act of 1934


Date of Report (Date of earliest event reported)                  April 19, 2002


                            Commission File #0-18018


                              AEROVOX INCORPORATED
             (Exact name of registrant as specified in its charter)


                Delaware                                     76-0254329
                --------                                     ----------
     (State or other jurisdiction of                      (I.R.S.Employer
     incorporation or organization)                     Identification No.)


               167 John Vertente Boulevard, New Bedford, MA  02745
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (508) 994-9661
                                 --------------
                          Registrant's telephone number

<PAGE>

ITEM 5. OTHER EVENTS

On April 22, 2002, Aerovox Incorporated ("the Company") reported (copy of press
release attached as Exhibit 2.1) that it has reached agreements with Parallax
Power Components L.L.C. ("Parallax") to sell its U.S. based film capacitor and
EMI filters business and Nueva Generacion Manufacturas, S.A. de C.V. ("NGM") to
sell its Mexico City film and electrolytic capacitor business.

The purchase price for the sale and transfer of assets to Parallax totals $8.5
million. The purchase price for the sale and transfer of assets to NGM equals
$2.6 million. Both the Parallax and NGM deals are subject to U.S. Bankruptcy
Court approval. Sale hearings and auctions for both transactions are scheduled
for June 4, 2002.

It is management's opinion that the proceeds from these sales of assets combined
with the proceeds from the completed sale of the shares of BHC Aerovox Ltd. on
May 3, 2002 will not be sufficient to satisfy claims of all creditors in full;
therefore, a return of proceeds to the Company's shareholders is not
anticipated.

Copies of the bankruptcy court notices of sale and orders approving termination
fees and bidding procedures for both sales are attached as Exhibits 2.2 through
2.5 of this Form 8-K.

ITEM 7. EXHIBITS
(a) Financial statements of business acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Exhibits.

Exhibit
-------
  No.                                   Description
  ---                                   -----------
  2.1     Press release dated April 22, 2002 announcing the impending sales of
          assets of Aerovox Inc. to Parallax Power Components L.L.C. and assets
          of Aerovox de Mexico to Nueva Generacion Manufacturas, S.A. de C.V.
  2.2     Bankruptcy Court notice of sale of assets, dated April 30, 2002, from
          Aerovox Incorporated to Parallax Power Components.
  2.3     Bankruptcy Court order, dated May 1, 2002, approving termination fees
          and bidding procedures for the sale of assets to Parallax Power
          Components.
  2.4     Bankruptcy Court notice of sale of assets, dated April 30, 2002, from
          Aerovox Incorporated to Nueva Generacion Manufacturas, S.A. de C.V.
  2.5     Bankruptcy Court order, dated April 30, 2002, approving termination
          fees and bidding procedures for the sale of assets to Nueva Generacion
          Manufacturas, S.A. de C.V.

<PAGE>

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorize;

                                       AEROVOX INCORPORATED



DATE May 20, 2002                      BY /S/ F. RANDAL HUNT
                                       ---------------------
                                       F. Randal Hunt, Senior Vice President and
                                       Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>3
<FILENAME>dex21.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>

                                                                     Exhibit 2.1

Contact:                                                F. Randal Hunt
                                                        Sr. Vice President & CFO
                                                        (508) 910-3200

                Aerovox's Capacitor Manufacturing Businesses Will
                   Emerge From Bankruptcy Under New Ownership

NEW BEDFORD, MA (April 22, 2002) - Aerovox Incorporated ("Aerovox") reached
agreements Friday with Parallax Power Components L.L.C. ("Parallax") to sell its
U.S. based film capacitor and EMI filters business and Nueva Generacion
Manufacturas, S.A. de C.V. ("NGM") to sell its Mexico City film and electrolytic
capacitor business. Also on Friday, Evox Rifa Group OYJ ("Evox Rifa") was
awarded the winning bid in Aerovox's sale of its United Kingdom subsidiary, BHC
Aerovox Ltd.

"From the perspective of our customers and vendors, these transactions eliminate
the financial uncertainties that we have lived with since filing for bankruptcy
protection last year," said Robert D. Elliott, president and CEO. "Our customers
have been phenomenally supportive over the past eleven months and I'm pleased
that they will be able to continue to purchase quality capacitors made by the
same dedicated people who have serviced their needs for many years."

Parallax owns a film capacitor manufacturing plant in Bridgeport, Connecticut,
which was purchased from Magnetek Incorporated last year. The combined film
capacitor business will be a strong competitor in the motor and lighting
capacitor marketplace, and the engineering and operational synergies created in
the acquisition will improve its position in a number of profitable niche
markets.

NGM is purchasing Aerovox's capacitor manufacturing assets in Mexico City,
Mexico, which include both electrolytic and film capacitor lines. Both the
Parallax and NGM deals are subject to U.S. Bankruptcy Court approval.

Evox Rifa, based in Finland, becomes the leading European electrolytic capacitor
manufacturer with its acquisition of BHC Aerovox, Ltd. The management of Evox
Rifa believes that substantial synergy benefits will accrue to the company from
the acquisition. Economies of scale, stronger R&D efforts, focused investment
strategies and a broader customer base will strengthen Evox Rifa's presence in
the global market.

Aerovox, a debtor-in-possession under Chapter 11 of the United States Bankruptcy
Code, manufactures film, paper and aluminum electrolytic capacitors. The Company
sells its products worldwide, principally to original equipment manufacturers as
components in electrical and electronic equipment.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.2
<SEQUENCE>4
<FILENAME>dex22.txt
<DESCRIPTION>BANKRUPTCY COURT NOTICE OF SALE OF ASSETS
<TEXT>
<PAGE>

                                                                     Exhibit 2.2

                         UNITED STATES BANKRUPTCY COURT
                            DISTRICT OF MASSACHUSETTS
                                EASTERN DIVISION
___________________________________
                                   )
In re:                             )
                                   )
            AEROVOX, INC.,         )         Chapter 11
                                   )   Case No. 01-14680-JNF
               Debtor              )
___________________________________)

                    NOTICE OF PRIVATE SALE OF ASSETS FREE AND
        CLEAR OF LIENS, CLAIMS, ENCUMBRANCES, AND INTERESTS, DEADLINE FOR
            SUBMITTING OBJECTIONS AND COUNTEROFFERS, AND HEARING DATE
                          (PARALLAX POWER COMPONENTS)
                          ---------------------------

To Creditors and Parties in Interest:

     Notice is hereby given, pursuant to Sections 105, 363(b) and (f) and
365(a), (b) and (f) of the Bankruptcy Code, Fed. R. Bankr. P. 6004(c) and
6006(a) and MLBR 6004-1 and 6006-1 and the Order of the Court dated April 30,
2002 (the "Sale Procedures Order"), that, pursuant to the Motion by Debtor to
Sell Assets by Private Sale, Free and Clear of Liens, Claims, Encumbrances, and
Interests, and For Authority to Assume and Assign Certain Executory Contracts
and Unexpired Leases (the "Sale Motion"), Aerovox, Inc., (the "Debtor") intends
to sell to Parallax Power Components, LLC ("Purchaser") by private sale the
Acquired Assets (as defined below).

     Pursuant to the Sale Motion, the Debtor hereby solicits counteroffers for
the Acquired Assets.

     Pursuant to Section 363 of the Bankruptcy Code, the Acquired Assets will be
sold free and clear of all liens, claims, encumbrances and interests, including
without limitation all consensual liens and security interests and all liens or
claims arising by operation of law. Any and all such liens, claims, encumbrances
and interests shall attach to the proceeds of sale of the Acquired Assets to the
same extent and priority as existed prior to the filing of the Debtor's
bankruptcy proceeding. Nothing in this notice constitutes a waiver of the right
to review and challenge the extent, priority or validity of any lien, claim,
encumbrance or interest.

     The Debtor has requested that the Bankruptcy Court determine, at the
Hearing (as defined below), that the successful bidder or bidders for the
Acquired Assets be deemed to be a "good faith" purchaser providing to the Debtor
consideration for the Acquired Assets that constitutes payment of "value"
pursuant to Section 363(m) of the Bankruptcy Code (the "Section 363(m)
Findings").

<PAGE>

                                                                     Exhibit 2.2

       Description of Assets and Terms and Conditions of Sales of Assets1
       ------------------------------------------------------------------

                          1. Proposed Sale to Purchaser
                          -----------------------------

     The Debtor is seeking the authority to sell to Purchaser the following
assets:

     (a) all tangible personal property used in connection with the development,
manufacture, sale and distribution of film capacitors and electromagnetic
interference filters and related products (the "Business"), including, without
limitation, furnishings, furniture, office equipment and supplies, computer and
telecommunication equipment, vehicles, rolling stock, tools, tooling and dies,
machinery and equipment, but excluding realty fixtures;

     (b) all inventories of the Business, including without limitation, raw
materials, work-in-process, finished goods, packaging materials, spare parts and
supplies ("Inventory");

     (c) all intangible properties and rights used in connection with the
Business, including all United States and foreign patents and patent
applications, trade names [(including without limitation, the exclusive right to
the names "Aerovox," "Aeromet", "Supermet" and "Blue Mike" and all simulations
and variations thereof (except "CGE Aerovox"), subject only to the Debtor's
right to grant a temporary license to certain third party purchasers of other
assets of the Debtor and/or its subsidiaries], trademark and service mark
registrations and applications, common law trademarks and copyright
registrations, and all other intellectual property and rights, proprietary
information, know-how, trade secrets, inventions, processes, formulas,
specifications, technical data, engineering and production designs, mask work,
computer discs and tapes, spreadsheets, plans, diagrams and schematics, and any
unregistered intellectual property used in connection with the Business, and
Debtor's proprietary computer programs and other software and firmware,
including Debtor's data bases, websites, accounting and reporting formats,
systems and procedures used in connection with the Business, together with the
licenses with respect thereto and all common law rights and goodwill appurtenant
thereto;

     (d) all rights under any of any contracts, agreements, leases and licenses
to which the Debtor is a party that relate to the Business and constitute
contracts or leases to be assumed and assigned (the "Assumed Contracts") as set
forth in Schedule 2.3 to the APA;

     (e) all business licenses and permits of the Debtor used in connection with
the Business, including, without limitation, those licenses and permits listed
on Schedule 2.1(e) to the APA;

     (f) all books, records, files and papers, whether in hard copy or computer
format, including, without limitation, plans and specifications, surveys,
customer lists, credit

___________________
1         The description of the sale contained in this notice is not intended
     to be a substitute for the descriptions contained within the Asset Purchase
     Agreement ("APA") which contains important additional terms and conditions.
     In the case of any conflict between this Notice and the APA, the terms of
     the APA shall govern. Parties in interest may request copies of the APA
     from the undersigned. Parties who submit counteroffers will be subject to
     the terms of the APA.

<PAGE>

                                                                     Exhibit 2.2

information, supplier lists, purchase and sale orders, cost and pricing
information, employment and personnel records and files, sales and promotional
materials and other operating data and information, wherever located, relating
to the Acquired Assets and the Business;

     (g)  all claims and rights of the Debtor against third parties under
          contracts, warranties and guaranties received from vendors, suppliers
          or manufacturers in respect of the Business and/or Acquired Assets;
          and

     (h)  all goodwill appurtenant to the foregoing Acquired Assets, and the
          right to represent to third parties that Purchaser is the successor to
          the Business.

     The Acquired Assets do not include any items not specifically identified
above and shall not include any of the following assets or properties (the
"Excluded Assets"):

     (a)  the assets owned by, and the issued and outstanding capital stock of,
all subsidiaries of the Debtor, including but not limited to Aerovox de Mexico
(the "Mexican Subsidiary") and BHC Aerovox, Ltd. (the "UK Subsidiary");

     (b)  all real property, land, buildings, realty fixtures, improvements,
leasehold interests owned, leased, operated and, or used by Debtor and/or its
subsidiaries and Affiliates, including without limitation, the facilities
located at, at 167 John Vertente Boulevard, New Bedford, Massachusetts (the
"Vertente Facility"), (subject to the sublease identified below); and in
Huntsville Alabama; Juarez, Mexico; Mexico City, Mexico; El Paso, Texas;
Weymouth, United Kingdom, and the Debtor's prior facility located at 740
Belleville Avenue, New Bedford, Massachusetts, at which the Debtor has ceased
business operations (the "Excluded Belleville Avenue Facility");

     (c)  all assets owned by the Debtor which are at the facility of the
Mexican Subsidiary and located in Mexico City, Mexico;

     (d)  all assets owned by the Debtor which are not used in connection with
the Business;

     (e)  all accounts or notes receivable, cash and cash equivalents and
prepaid expenses;

     (f)  all intercompany accounts receivable or notes receivable, which
obligations shall be deemed cancelled as of the closing date;

     (g)  all contracts, agreements, leases or licenses of the Debtor relating
to the Business which do not constitute Assumed Contracts hereunder;

     (h)  all rights to or claims for refunds or rebates of taxes for any period
ending on or prior to the closing date, and the benefit of net operating loss
carryforwards, carrybacks or other credits of the Debtor relating to any such
period;

<PAGE>

                                                                     Exhibit 2.2

     (i) all causes of action, judgments, claims, or demands, rights of recovery
or setoff of whatever nature and condemnation awards, including without
limitation, bankruptcy claims and causes of action under Sections 544 through
551 of the Bankruptcy Code;

     (j) all insurance policies of the Debtor relating to the Business; and

     (k) all documents relating to the organization, maintenance and corporate
existence of the Debtor, the Mexican Subsidiary and the UK Subsidiary.

     The purchase price for the sale and transfer of the Acquired Assets is
$8,500,000.00 in cash (the "Purchase Price"), subject to adjustment for any
change in the Inventory as set forth in the APA.

     The Closing of the sale under the APA is required to occur on or before
June 18, 2002, unless extended until June 28, 2002 under the APA.

     At Closing, the Debtor and the Purchaser shall enter into a sublease or
other arrangement granting to Purchaser the right to use and occupy the Vertente
Facility for a term of one year. Purchaser shall pay a base rental amount based
upon fair rental value as a triple net lease.

                             Bid and Sale Procedures
                             -----------------------

          IN ACCORDANCE WITH THE SALE MOTION, BIDS FOR THE ACQUIRED ASSETS ARE
HEREBY SOLICITED. If you wish to bid on the Acquired Assets, you must comply
with the ORDER ON MOTION BY DEBTOR FOR APPROVAL OF BIDDING PROCEDURES AND
TERMINATION FEE PROVISIONS IN CONNECTION WITH MOTION BY DEBTOR TO SELL ACQUIRED
ASSETS BY PRIVATE SALE, FREE AND CLEAR OF LIENS, CLAIMS, ENCUMBRANCES AND
INTERESTS (the "Sale Procedures Order"), copies of which are available from
Debtor's counsel. In summary, the Sale Procedures Order requires that any bids
be accompanied by a cash deposit in the form of a wire transfer or certified
check, payable to Hanify & King as counsel to Aerovox, Inc., in the respective
amounts set forth herein, accompanied by a Qualified Bid (as defined below) in
writing, to counsel for the Debtor, Harold B. Murphy, Esq., Hanify & King,
Professional Corporation, One Federal Street, Boston, MA 02110, so that it is
received on or before 4:00 p.m. on May 30, 2002 (the "Bid Deadline"). A copy of
any such bid and related asset purchase agreement must also be filed by the Bid
Deadline with the Clerk of the Bankruptcy Court at Clerk's Office, United States
Bankruptcy Court, 1184 Thomas P. O'Neill Federal Building, 10 Causeway Street,
Boston, MA 02222 (the "Clerk"); and must be served upon the following parties
(the "Notice Parties"): (i) the Office of the United States Trustee, 1101 Thomas
P. O'Neill Federal Building, 10 Causeway Street, Boston, MA 02222-1074 (the
"Trustee"); (ii) counsel to the Creditors Committee, John Monaghan, Holland &
Knight, LLP, 10 St. James Avenue, Boston, MA (Creditors' Committee Counsel");
(iii) co-counsel to Parallax, Joshua Glickman, Esq., Shiboleth, Yisraeli,
Roberts & Zisman, L.L.P. , Empire State Building, 350 Fifth Avenue, Suite 6001,
New York, NY 10118-6098; and (iv) co-counsel to Parallax, Karen Ostad, Esq.,
Kelley Drye & Warren, 101 Park Avenue, New York, NY 10178.

<PAGE>

                                                                     Exhibit 2.2

     A bid for the Acquired Assets will be considered and will constitute a
"Qualified Bid" only if the bid satisfies the following requirements (the "Bid
Requirements"):

     (a) be an offer to purchase the Acquired Assets for cash only, or such
other consideration as the Debtor shall agree to;

     (b) not be contingent on obtaining financing or other conditions to
Closing;

     (c) be received by the Bid Deadline and include the amount being offered
for the Assets and expressly state that the offer of the party submitting the
Bid (the "Bidder") is irrevocable until June 28, 2002;

     (d) whether by competing bid, offer, plan of reorganization or other
arrangement, be made upon terms and provisions substantially similar to those
set forth in the APA and in respect of the sale and purchase of substantially
all of the Assets and for an aggregate purchase price in a net aggregate amount
of not less than four (4%) percent in excess of the Purchase Price;

     (e) be accompanied by a deposit to counsel to the Debtor, by wire or
certified check, in an amount equal to four percent (4%) of the total amount of
the purchase price relating to such bid at the time of submission thereof.

     Bids shall be made by open auction. Any incremental bid made subsequent to
the initial overbid shall be at least $50,000 greater than the most recent bid.

     All Bids are subject to approval by the Bankruptcy Court. Only Bidders that
have submitted a Qualified Bid shall be eligible to participate in the Sale
Hearing. To have a Qualified Bid eligible to participate in the Sale Hearing, a
Bidder shall: (a) include each of the Bid Requirements; and (b) be prepared to
demonstrate to the Debtor its ability to consummate the purchase of any such
asset and fulfill its obligations.

     In the event the party who submits the highest and best bid for the Assets
fails to close on the sale through no fault of the Debtor, the Deposit submitted
by such party shall be forfeited to the Debtor. To the extent that a party
submitting the highest and best offer fails to close on the sale of the Assets,
the Debtor may sell the Acquired Assets to the party submitting the second
highest or best offer without further Court approval.

                   Additional Deadlines and Sale Hearing Date
                   ------------------------------------------

     ANY OBJECTIONS to the Sale Motion, including any objection to the Section
363(m) Findings, must be stated in writing and filed with the Clerk, on or
before 4:00 p.m. on May 30, 2002 ("Objection Deadline"). A copy of any objection
must be served upon the counsel to the Debtor so as actually to be received by
4:00 p.m. on the Objection Deadline. A copy of any such objection must also be
served by the Objection Deadline on the Notice Parties. Any objection must state
with particularity the grounds for the objection and why the sale of the

<PAGE>

                                                                     Exhibit 2.2

Acquired Assets should not be authorized. Any objection to the Sale Motion shall
be governed by Fed. R. Bankr. P. 9014. Absent a timely objection, the Bankruptcy
Court may enter an Order binding upon all parties approving the sale of the
Acquired Assets.

     A HEARING on the Sale Motion ("Hearing"), any objections thereto, and any
bids to purchase the Acquired Assets is scheduled to take place on June 4, 2002
before Bankruptcy Judge Joan N. Feeney, United States Bankruptcy Court, Eleventh
Floor, Thomas P. O'Neill Federal Building, 10 Causeway Street, Boston,
Massachusetts 02222. Any party that files an objection or a bid or bids for the
Acquired Assets is expected to be present at the Hearing, failing which the
objection shall be overruled or the bid stricken. If more than one bid is
submitted for all or any portion of the Acquired Assets, then further bidding
among the parties will be permitted by open bidding. If no objection to the Sale
Motion is timely filed, the Bankruptcy Court, in its discretion, may approve the
Sale Motion and the sale of the Acquired Assets to the party or parties
submitting the highest and best bids.

     Any questions concerning the Sale Motion should be addressed to the
undersigned counsel to the Debtor. The Sale Motion and the Sale Procedures Order
are on file at the Clerk's Office of the United States Bankruptcy Court, Thomas
P. O'Neill Federal Building, 11th Floor, 10 Causeway Street, Boston,
Massachusetts 02222 and are available for inspection during regular business
hours; copies may also be obtained, upon request, from the undersigned counsel
to the Debtor.

     For further information respecting the proposed sale, please contact
counsel to the Debtor.

                                                Respectfully submitted,

                                        AEROVOX, INC.,
                                        By its counsel,

                                        BY /S/ HAROLD B. MURPHY (BBO #362610)
                                        -------------------------------------
                                        BY /S/ ANDREW G. LIZOTTE (BBO #559609)
                                        --------------------------------------
                                        HANIFY & KING, P.C.
                                        One Federal Street
                                        Boston, MA  02110
                                        (617) 423-0400
                                        Fax: (617) 556-8985

Dated: April 30, 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.3
<SEQUENCE>5
<FILENAME>dex23.txt
<DESCRIPTION>BANKRUPTCY COURT ORDER
<TEXT>
<PAGE>

                                                                     Exhibit 2.3

                         UNITED STATES BANKRUPTCY COURT
                            DISTRICT OF MASSACHUSETTS
                                EASTERN DIVISION

___________________________________
                                   )
In re:                             )
                                   )
          AEROVOX, INC.,           )           Chapter 11
                                   )                   Case No. 01-14680-JNF
                Debtor             )
___________________________________)


            ORDER ON EXPEDITED MOTION BY DEBTOR FOR ENTRY OF AN ORDER
          APPROVING TERMINATION FEE AMOUNTS AND BIDDING PROCEDURES IN
                  CONNECTION WITH THE SALE OF ASSETS (PARALLAX)
                  ---------------------------------------------

         This matter having come before this Court on the Expedited Motion by
Debtor for Entry of an Order Approving Termination Fee Amounts and Bidding
Procedures in Connection with the Sale of Assets (the "Procedures Motion"), this
Court having reviewed the Procedures Motion, and having heard the statements of
counsel regarding the relief requested therein at a hearing before the Court
(the "Hearing"); and this Court having determined that the legal and factual
bases set forth in the Procedures Motion and at the Hearing establish just cause
for the relief granted herein;

         THIS COURT HEREBY FINDS THAT:

         A.  Notice of the Procedures Motion and the Hearing was sufficient
             under the circumstances.

         IT IS HEREBY ORDERED THAT:

         1.  The Procedures Motion is GRANTED;

<PAGE>

                                                                     Exhibit 2.3

         2.    The following bidding procedures shall be utilized in connection
               with a hearing (the "Sale Hearing") on the sale of the Acquired
               Assets [as defined in the Asset Purchase Agreement between the
               Debtor and Parallax Power Components, LLC (Parallax)]. Qualified
               bids must satisfy the following requirements ("Bid
               Requirements"):2

         (i)   be an offer to purchase the Acquired Assets for cash only,
or such other consideration as the Debtor shall agree to;

         (ii)  not be contingent on obtaining financing or other conditions to
Closing;

         (iii) be received by the bid deadline established by the Court and must
include the amount being offered for the Acquired Assets and must expressly
state that the offer of the party submitting the bid (the "Bidder") is
irrevocable until June 28, 2002;

         (iv)  whether by competing bid, offer, plan of reorganization or other
arrangement, be made upon terms and provisions substantially similar to those
set forth in the APA and in respect of the sale and purchase of substantially
all of the Acquired Assets and for an aggregate purchase price in a net
aggregate amount of not less than four (4%) percent in excess of the Purchase
Price hereunder;

         (v)   be accompanied by a deposit to counsel to the Debtor, by wire or
certified check, in an amount equal to four percent (4%) of the total amount of
the purchase price relating to such bid at the time of submission thereof;

         (vi)  Qualified Bids and the Deposit and accompanying information and
asset purchase agreement set forth above must be received by counsel for the
Debtor, Harold B. Murphy, Esq., Hanify & King, Professional Corporation, One
Federal Street, Boston, MA 02110, so that it is received on or before 4:00 p.m.
on May 30, 2002 (the "Bid Deadline"). A copy of any such bid and accompanying
documents must also be filed by the Bid Deadline with the Clerk of the
Bankruptcy Court at Clerk's Office, United States Bankruptcy Court, 1184 Thomas
P. O'Neill Federal Building, 10 Causeway Street, Boston, MA 02222 (the "Clerk");
and must be served no later than the Bid Deadline upon the following parties
(the "Notice Parties"): (i) the Office of the United States Trustee, 1101 Thomas
P. O'Neill Federal Building, 10 Causeway Street, Boston, MA 02222-1074 (the
"Trustee"); (ii) counsel to the Creditors Committee, John Monaghan, Holland &
Knight, LLP, 10 St. James Avenue, Boston, MA (Creditors' Committee Counsel");
(iii) co-counsel to Parallax, Joshua Glickman, Esq., Shiboleth, Yisraeli,
Roberts & Zisman, L.L.P. , Empire State Building, 350 Fifth Avenue, Suite 6001,
New York, NY 10118-6098; and (iv) co-counsel to Parallax, Karen Ostad, Esq.,
Kelley Drye & Warren, 101 Park Avenue, New

_______________
2 Terms not otherwise defined herein have the meaning ascribed in the Asset
   Purchase Agreement.

<PAGE>

                                                                     Exhibit 2.3

York, NY 10178.

         3.  All Bids shall be subject to approval by the Bankruptcy Court.
Only Bidders having submitted a Qualified Bid shall be eligible to participate
at the Sale Hearing. To have a Qualified Bid eligible to participate, a Bidder
shall: (a) include each of the Bid Requirements; and (b) be prepared to
demonstrate to the Debtor its ability to consummate the purchase of any such
asset and fulfill its obligations. Bidding at the Sale Hearing shall be done by
open auction. Any incremental bid made subsequent to the initial overbid shall
be at least $50,000 greater than the most recent bid.

         4.  In the event the party who submits the highest and best bid for the
             -------------------------------------------------------------------
Acquired Assets fails to close on the sale through no fault of the Debtor, the
------------------------------------------------------------------------------
Deposit submitted by such party shall be forfeited to the Debtor. To the extent
-------------------------------------------------------------------------------
that a party submitting the highest and best offer fails to close on the sale of
--------------------------------------------------------------------------------
the Acquired Assets, the Debtor may sell the Acquired Assets to the party
-------------------------------------------------------------------------
submitting the second highest or best offer without further Court approval.
---------------------------------------------------------------------------

         5.  In addition to the foregoing, the following provisions respecting
termination fees shall apply:

             (i)  Upon entry of an order approving this motion, the termination
fee provisions set forth in the Order of the Bankruptcy Court entered on
November 15, 2001 shall be deemed terminated and superceded by this Order in
respect of the APA.

             (ii) The Purchaser shall receive a termination fee equal to two
(2%) percent of the entire Purchase Price ($170,000.00) (the "Termination Fee")
promptly upon termination of this APA as a result of (except for a termination
as a result of the Purchaser's willful and material breach) the following
events: (a) approval by the Bankruptcy Court, or any court of competent
jurisdiction, of any Competing Bid; (b) the determination by the Debtor or any
Chapter 11 or 7 trustee of Debtor not to proceed with the transactions under the
APA; (c) the sale of all or substantially all of the assets or outstanding
capital stock of or business combination involving the Debtor and a party other
than the Purchaser; (d) the conversion of the Bankruptcy Case into a case under
Chapter 7 of the Bankruptcy Code; (e) the filing by Debtor of a liquidating
chapter 11 plan without acceptance of any asset purchase; or (f) the failure to
satisfy any of the conditions set forth in Article VIII of the APA (other than
Section 8.8) after entry of an order approving this motion (unless such failure
results directly from the action of Purchaser), notwithstanding the foregoing
the failure to satisfy the condition in Section 8.8 of the APA only shall not
entitle Purchaser to the Termination Fee unless such failure shall have a
material adverse effect on the operation of the Business of Debtor. The
Termination Fee shall be paid as soon as practicable directly out of the cash
proceeds of the purchase price paid by any Competing Bidder or person or entity
funding any plan, or otherwise out of the estate of the Debtor as a super
priority administrative claim.

         6.  A HEARING on the Sale Motion ("Sale Hearing"), any objections
thereto, and any Qualified Bids to purchase the Acquired Assets will be held on
June 4, 2002 before Bankruptcy Judge Joan N. Feeney, United States Bankruptcy
Court, Eleventh Floor, Thomas P. O'Neill Federal Building, 10 Causeway Street,
Boston, Massachusetts 02222. Any party that files an objection or a bid or bids
for the Acquired Assets is expected to be present at the Sale

<PAGE>

                                                                     Exhibit 2.3

Hearing, failing which the objection or bid shall be overruled or the bid
stricken. If more than one Qualified Bid is submitted for the Acquired Assets,
then further bidding will be permitted by open bidding. If no timely objection
to the Sale Motion is timely filed, the Bankruptcy Court, in its discretion, may
approve the Sale Motion and the sale of the Acquired Assets to the party or
parties submitting the highest and best bids.

         7.  ANY OBJECTIONS to the Sale Motion, including any objection to the
assumption and assignment of the Assumed Contracts (as defined in the APA) and
the Section 363(m) findings, must be stated in writing and filed with the Clerk,
on or before 4:00 p.m. on May 30, 2002("Objection Deadline"). A copy of any
objection must be served upon the counsel to the Debtor and the Notice Parties
so as actually to be received by 4:00 p.m. on the Objection Deadline. A copy of
any such objection must also be served by the Objection Deadline on the Notice
Parties. Absent a timely objection, the Bankruptcy Court may enter an Order
binding upon all parties approving the sale of the Assets.

         8.  The Notice attached hereto as Exhibit A is hereby approved in form
and substance, and shall be served upon all creditors and parties in interest by
first class mail, on or before May 1, 2002, upon (I) counsel for the United
States Trustee; (ii) counsel for the Creditors' Committee; (iii) counsel for the
Debtor's lenders; (iv) all parties who have filed a notice of appearance in this
Chapter 11 case; (v) counsel to the Purchaser, and (vi) all parties to executory
contracts to be assumed and assigned as part of the APA. Such service shall be
deemed good and sufficient notice of this Order, the Sale Motion, the Sale
Hearing, and all proceedings to be held therein.

                                                 BY /S/ HONORABLE JOAN N. FEENEY
                                                 -------------------------------
                                                 HONORABLE JOAN N. FEENEY
                                                 UNITED STATES BANKRUPTCY JUDGE

Dated: May 1, 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.4
<SEQUENCE>6
<FILENAME>dex24.txt
<DESCRIPTION>BANKRUPTCY COURT NOTICE OF SALE OF ASSETS
<TEXT>
<PAGE>

                                                                     Exhibit 2.4

                         UNITED STATES BANKRUPTCY COURT
                            DISTRICT OF MASSACHUSETTS
                                EASTERN DIVISION

-----------------------------------)
In re:                             )
                                   )
               AEROVOX, INC.,                )       Chapter 11
                                   )        Case No. 01-14680-JNF
                   Debtor          )
                                   )
-----------------------------------)

        NOTICE OF PRIVATE SALE OF ASSETS FREE AND CLEAR OF LIENS, CLAIMS,
                         AND ENCUMBRANCES, DEADLINE FOR
            SUBMITTING OBJECTIONS AND COUNTEROFFERS, AND HEARING DATE
                        (NUEVA GENERACION MANUFACTURAS)
                        -------------------------------

To Creditors and Parties in Interest:

     Notice is hereby given, pursuant to Sections 105, 363(b) and (f) and
365(a), (b) and (f) of the Bankruptcy Code, Fed. R. Bankr. P. 6004(c) and
6006(a) and MLBR 6004-1 and 6006-1 and the Order of the Court dated April 30,
2002 (the "Sale Procedures Order"), that, pursuant to the Motion by Debtor to
Sell Assets by Private Sale, Free and Clear of Liens, Claims, Encumbrances, and
Interests, and For Authority to Assume and Assign Certain Executory Contracts
and Unexpired Leases (the "Sale Motion"), Aerovox, Inc., (the "Debtor") and
Aerovox de Mexico S.A. de C.V. (the "Mexican Subsidiary"), a subsidiary of the
Debtor, intend to sell to Nueva Generacion Manufacturas S.A. de C.V.
("Purchaser") by private sale the Assets (as defined below).

     Pursuant to the Sale Motion, the Debtor hereby solicits counteroffers for
the Assets.

     Pursuant to Section 363 of the Bankruptcy Code, those Assets owned by the
Debtor will be sold free and clear of all liens, claims, encumbrances and
interests, including without limitation all consensual liens and security
interests and all liens or claims arising by operation of law. Any and all such
liens, claims, encumbrances and interests shall attach to the proceeds of sale
of such Assets to the same extent and priority as existed prior to the filing of
the Debtor's bankruptcy proceeding. Nothing in this notice constitutes a waiver
of the right to review and challenge the extent, priority or validity of any
lien, claim, encumbrance or interest.

     The Debtor has requested that the Bankruptcy Court determine, at the
Hearing (as defined below), that the successful bidder or bidders for the Assets
be deemed to be a "good faith" purchaser providing to the Debtor consideration
for the Assets that constitutes payment of "value" pursuant to Section 363(m) of
the Bankruptcy Code (the "Section 363(m) Findings").

<PAGE>

                                                                     Exhibit 2.4

       Description of Assets and Terms and Conditions of Sales of Assets3
       ------------------------------------------------------------------

                          1. Proposed Sale to Purchaser
                          -----------------------------

     The Debtor and the Mexican Subsidiary are seeking the authority to sell to
Purchaser the following assets:

          1.   Mexican Subsidiary Assets. Except for the "Excluded Assets" (as
               -------------------------
          defined below), all assets and properties owned by the Mexican
          Subsidiary at the time of "Closing" (as defined below) and located at
          the Mexico City facility, including, without limitation, the
          following:

                    a) All inventory (including raw materials, work-in-process,
                    finished goods and other inventory items) owned by the
                    Mexican Subsidiary at Closing and located at the Mexico City
                    facility;

                    b) All machinery, equipment, fixtures and construction in
                    progress owned by the Mexican Subsidiary at Closing and
                    located at the Mexico City facility, as well as any and all
                    warranty and other contract rights of the Mexican Subsidiary
                    with respect to the foregoing;

                    c) All accounts receivable owned by the Mexican Subsidiary
                    (excluding intercompany accounts receivable) resulting
                    solely from the sale of goods manufactured at the Mexico
                    City facility that are outstanding at the time of Closing;

                    d) All prepaid expenses, deposits, refunds (excluding tax
                    refunds), claims, rights of set-off, causes of action,
                    rights of recovery and rights of recoupment owned by the
                    Mexican Subsidiary which relate solely to the operation of
                    the Mexico City facility;

                    e) All information technology systems owned by the Mexican
                    Subsidiary and located at the Mexico City facility, as well
                    as any and all warranty and other contract rights of the
                    Mexican Subsidiary with respect to the foregoing;

                    f) All of the customer agreements, sales representative
                    agreements, supply agreements, equipment leases, real
                    property leases, license agreements and other contracts and
                    agreements to which the Mexican

____________

3         The description of the sale contained in this notice is not intended
     to be a substitute for the descriptions contained within the Agreement
     Regarding Purchase of Certain Assets from Aerovox Incorporated and Aerovox
     de Mexico ("Agreement") which contains important additional terms and
     conditions. In the case of any conflict between this Notice and the
     Agreement, the terms of the Agreement shall govern. Parties in interest may
     request copies of the Agreement from the undersigned. Parties who submit
     counteroffers will be subject to the terms of the Agreement.

<PAGE>

                                                                     Exhibit 2.4

                    Subsidiary is a party and identified on Exhibit A to the
                    Agreement;

                    g) All patents, patent applications, trade secrets,
                    technology, know-how, inventions, processes, technical
                    information and data, tools and dies, designs, plans,
                    drawings, diagrams, schematics and other proprietary
                    information and intellectual property owned by the Mexican
                    Subsidiary and used solely in connection with the Mexico
                    City operations;

                    h) The "CGE" trademark, together with all goodwill
                    associated therewith (with any transfer or documentation
                    costs or expenses related to such transfer to be paid by
                    Purchaser); and

                    i) All customer lists and data, marketing plans and
                    documents, advertising, sales and promotional materials,
                    marketing studies and reports and other documents and
                    materials owned by the Mexican Subsidiary and relating
                    solely to those products produced at the Mexico City
                    facility which are not produced at the Juarez, Mexico, or
                    New Bedford, Massachusetts manufacturing facilities of the
                    Mexican Subsidiary and the Debtor.

          2.   Aerovox Assets. Only the following specific assets and properties
               --------------
               of the Debtor:

                    a) All motor start capacitor inventory owned by the Debtor
                    at Closing and (i) on consignment to Whirlpool and located
                    at or in transit to its facilities at 1347 Heil Quaker Blvd,
                    Laverne, TN 32086 and 119 Birdseye St., Clyde, Ohio 43410 or
                    (ii) on consignment to Tecumseh and located at or in transit
                    to M.B. Hiatt, Inc., 3131 S. Adrian Hwy, Adrian, MI 49221;

                    b) The following machinery and equipment: (i) an Arcotronics
                    6-paper winding machine owned by the Debtor and located at
                    the Juarez, Mexico facility; and (ii) all machinery and
                    equipment owned by the Debtor which is leased by the Debtor
                    to the Mexican Subsidiary and located at the Mexico City
                    facility, as well as any and all warranty and other contract
                    rights of the Debtor with respect to any of the foregoing;

                    c) All of the equipment leases, license agreements and other
                    contracts and agreements to which the Debtor is a party
                    relating solely to the Mexico City operations and identified
                    on Exhibit B to the Agreement ("Acquired Contracts");
                       ---------

                    d) All patents, patent applications, trade secrets,
                    technology, know-how, inventions, processes, technical
                    information and data, tools and dies, designs, plans,
                    drawings, diagrams, schematics and other proprietary
                    information and intellectual property owned by the Debtor
                    and used solely in the production of those products produced
                    at the Mexico City facility which are not produced at any
                    other manufacturing facility owned by the Debtor or its
                    subsidiaries or affiliates; and

<PAGE>

                                                                     Exhibit 2.4

                    e) All customer lists and data, marketing plans and
                    documents, advertising, sales and promotional materials,
                    marketing studies and reports and other documents and
                    materials owned by the Debtor and relating solely to those
                    those products produced at the Mexico City facility which
                    are not produced at the Juarez, Mexico, or New Bedford,
                    Massachusetts manufacturing facilities.

               3.   Notwithstanding the foregoing, the Assets shall not include
          any of the following (collectively, the "Excluded Assets"):

                    (a) any and all assets of the Debtor which are not
                    specifically listed above,

                    (b) cash and cash equivalents of the Mexican Subsidiary;

                    (c) all rights of the Mexican Subsidiary to or claims for
                    refunds or rebates of any taxes (including, without
                    limitation, any such matters related to Value Added Tax,
                    i.e. IVA) for any period prior to the Closing Date, and the
                    benefit of net operating loss carryforwards, carrybacks or
                    other credits of the Debtor and the Mexican Subsidiary
                    relating to any such period;

                    (d) any and all assets of the Debtor and the Mexican
                    Subsidiary located at the Juarez, Mexico facility (except
                    for the winding machine specifically referenced above),

                    (e) all intercompany accounts or notes receivable;

                    (f) all insurance claims and policies of the Mexican
                    Subsidiary relating to the Mexico City operations,

                    (g) any rights of the Debtor or the Mexican Subsidiary under
                    any contract or agreement which is not an Acquired Contract,
                    and

                    (h) any and all trademarks, service marks, product names,
                    trade names of the Debtor and the Mexican Subsidiary other
                    than the CGE trademark, whether or not related to the Mexico
                    City operations, including, without limitation., "CGE
                    Aerovox", "Aerovox", "Aeromet", Supermet", "Blue Mike" or
                    any combination or derivation thereof. 4

                            Assumption of Liabilities

     The Purchaser shall assume the following liabilities in connection with the
acquisition:

          1. All liabilities and obligations of the Mexican Subsidiary
          (excluding intercompany liabilities and obligations and liabilities
          for the payment of taxes)

_______________
4    For a period of twelve months following the Closing, the Purchaser shall
     have a non-exclusive license to use the CGE Aerovox trademark.

<PAGE>

                                                                     Exhibit 2.4

               relating exclusively to the Mexico City operations arising prior
               to the Closing of the transactions contemplated hereby;

                    2. All obligations of the Debtor and the Mexican Subsidiary
               under the Acquired Contracts, whether arising prior to or
               following the Closing of the transactions contemplated hereby;

               3. The obligations of the Mexican Subsidiary at Closing with
               respect to that certain loan from Banco Bilbao Vizcaya ("BBV") to
               the Mexican Subsidiary in the original principal amount of
               $1,000,000 (the "BBV Loan"); and

               4. All liabilities of the Mexican Subsidiary for payroll and
               related employee benefits in respect of any employee of the
               Mexico City operations relating to periods or for services
               provided prior to the Closing, provided, however, the Mexican
               Subsidiary shall remain responsible for the payment obligations,
               if any, with respect to employee profit sharing, as required by
               law.

          Purchaser also acknowledges and agrees that it is purchasing the
     Assets subject to the following liens, liabilities and encumbrances: (1)
     the terms of all Acquired Contracts and other assumed liabilities, and (2)
     all liens and security interests on those Assets being acquired from the
     Debtor and the Mexican Subsidiary existing as of the date hereof in favor
     of BBV which secure the BBV Loan.

                                Additional Terms

     At Closing, the Purchaser, Enrique Sanchez, Compania General de Electronica
SA de C.V. ("CGE") and six corporate entities ("6 Tulips") affiliated with Mr.
Sanchez shall grant releases in favor of the Debtor. As a result of the
releases, the following obligations of the Debtor and the Mexican Subsidiary
shall be extinguished:

     (i)  promissory notes payable, in the aggregate amount of $1,591,000 to the
6 Tulips by the Debtor;

     (ii) obligations arising under a real property lease and security agreement
between the Mexican Subsidiary and CGE in the approximate amount of $1,000,000.

     The purchase price for the sale and transfer of the Assets is $2,550,000.00
in cash (the "Purchase Price"), subject to adjustment for any change in the
working capital of the Mexico City operations from February 23, 2002 through the
date of closing the transaction (the "Closing").

     The Closing is required to occur on or before June 28, 2002.

<PAGE>

                                                                     Exhibit 2.4

                             Bid and Sale Procedures
                             -----------------------

     IN ACCORDANCE WITH THE SALE MOTION, BIDS FOR THE ASSETS ARE HEREBY
SOLICITED. If you wish to bid on the Assets, you must comply with the ORDER ON
MOTION BY DEBTOR FOR APPROVAL OF BIDDING PROCEDURES AND TERMINATION FEE
PROVISIONS IN CONNECTION WITH MOTION BY DEBTOR TO SELL ASSETS BY PRIVATE SALE
(the "Sale Procedures Order"), copies of which are available from Debtor's
counsel. In summary, the Sale Procedures Order requires that any bids be
accompanied by a cash deposit in the form of a wire transfer or certified check,
payable to Hanify & King as counsel to Aerovox, Inc., in the respective amounts
set forth herein, accompanied by a Qualified Bid (as defined below) in writing,
to counsel for the Debtor, Harold B. Murphy, Esq., Hanify & King, Professional
Corporation, One Federal Street, Boston, MA 02110, so that it is received on or
before 4:00 p.m. on May 30, 2002 (the "Bid Deadline"). A copy of any such bid
must also be filed by the Bid Deadline with the Clerk of the Bankruptcy Court at
Clerk's Office, United States Bankruptcy Court, 1184 Thomas P. O'Neill Federal
Building, 10 Causeway Street, Boston, MA 02222 (the "Clerk"); the Office of the
United States Trustee, 1101 Thomas P. O'Neill Federal Building, 10 Causeway
Street, Boston, MA 02222-1074 (the "Trustee"); and counsel to the Creditors
Committee, John Monaghan, Holland & Knight, LLP, 10 St. James Avenue, Boston, MA
(Creditors' Committee Counsel") (the "Notice Parties")

     A bid for the Assets will be considered and will constitute a "Qualified
Bid" only if the bid satisfies the following requirements (the "Bid
Requirements"):

     (a) be an offer to purchase the Assets for cash only, or such other
consideration as the Debtor shall agree to;

     (b) not be contingent on obtaining financing or other conditions to
Closing;

     (c) be received by the Bid Deadline and include the amount being offered
for the respective Assets and expressly state that the offer of the party
submitting the Bid (the "Bidder") is irrevocable until June 28, 2002;

     (d) whether by competing bid, offer, plan of reorganization or other
arrangement, be (1) made upon terms and provisions substantially similar to
those set forth in the Agreement in respect of the sale and purchase of
substantially all of the Assets; (2) for an aggregate purchase price of not less
than five (5%) percent in excess of the Purchase Price and provide for the
assumption or discharge of the liabilities to be assumed or discharged under the
Agreement, or the financial equivalent thereof;

     (e) be accompanied by a deposit to counsel to the Debtor, by wire or
certified check, in an amount equal to $300,000.

     Bids may be made by open auction or sealed bidding.

<PAGE>

                                                                     Exhibit 2.4

     All Bids are subject to approval by the Bankruptcy Court. Only Bidders that
have submitted a Qualified Bid shall be eligible to participate in the Sale
Hearing. To have a Qualified Bid eligible to participate in the Sale Hearing, a
Bidder shall: (a) include each of the Bid Requirements; and (b) be prepared to
demonstrate to the Debtor its ability to consummate the purchase of any such
asset and fulfill its obligations.

     In the event the party who submits the highest and best bid for the Assets
fails to close on the sale through no fault of the Debtor, the Deposit submitted
by such party shall be forfeited to the Debtor. To the extent that a party
submitting the highest and best offer fails to close on the sale of the Assets,
the Debtor may sell the Assets to the party submitting the second highest or
best offer without further Court approval.

                   Additional Deadlines and Sale Hearing Date
                   ------------------------------------------

     ANY OBJECTIONS to the Sale Motion, including any objection to the Section
363(m) Findings, must be stated in writing and filed with the Clerk, on or
before 4:00 p.m. on May 30, 2002 ("Objection Deadline"). A copy of any objection
must be served upon the counsel to the Debtor so as actually to be received by
4:00 p.m. on the Objection Deadline. A copy of any such objection must also be
served by the Objection Deadline on the Notice Parties. Any objection must state
with particularity the grounds for the objection and why the sale of the Assets
should not be authorized. Any objection to the Sale Motion shall be governed by
Fed. R. Bankr. P. 9014. Absent a timely objection, the Bankruptcy Court may
enter an Order binding upon all parties approving the sale of the Assets.

     A HEARING on the Sale Motion ("Hearing"), any objections thereto, and any
bids to purchase the Assets is scheduled to take place on June 4, 2002 before
Bankruptcy Judge Joan N. Feeney, United States Bankruptcy Court, Eleventh Floor,
Thomas P. O'Neill Federal Building, 10 Causeway Street, Boston, Massachusetts
02222. Any party that files an objection or a bid or bids for the Assets is
expected to be present at the Hearing, failing which the objection shall be
overruled or the bid stricken. If more than one bid is submitted for all or any
portion of the Assets, then further bidding among the parties will be permitted.
If no objection to the Sale Motion is timely filed, the Bankruptcy Court, in its
discretion, may approve the Sale Motion and the sale of the Assets to the party
or parties submitting the highest and best bids.

     Any questions concerning the Sale Motion should be addressed to the
undersigned counsel to the Debtor. The Sale Motion and the Sale Procedures Order
are on file at the Clerk's Office of the United States Bankruptcy Court, Thomas
P. O'Neill Federal Building, 11/th/ Floor, 10 Causeway Street, Boston,
Massachusetts 02222 and are available for inspection during regular business
hours; copies may also be obtained, upon request, from the undersigned counsel
to the Debtor.

     For further information respecting the proposed sale, please contact
counsel to the Debtor.

                                                 Respectfully submitted,
                                             AEROVOX, INC.,
                                             By its counsel,

<PAGE>

                                                                     Exhibit 2.4

                                         BY/S/ HAROLD B. MURPHY (BBO #362610)
                                         ------------------------------------
                                         BY/S/ ANDREW G. LIZOTTE (BBO #559609)
                                         -------------------------------------
                                         HANIFY & KING, P.C.
                                         One Federal Street
                                         Boston, MA  02110
                                         (617) 423-0400
                                         Fax: (617) 556-8985

Dated: April 30, 2002



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.5
<SEQUENCE>7
<FILENAME>dex25.txt
<DESCRIPTION>BANKRUPTCY COURT ORDER
<TEXT>
<PAGE>

                                                                     Exhibit 2.5

                         UNITED STATES BANKRUPTCY COURT
                            DISTRICT OF MASSACHUSETTS
                                EASTERN DIVISION

------------------------------
                               )
In re:                         )
                               )
             AEROVOX, INC.,                )       Chapter 11
                               )            Case No. 01-14680-JNF
                  Debtor       )
                               )
-------------------------------

           ORDER ON EXPEDITED MOTION BY DEBTOR FOR ENTRY OF AN ORDER
           APPROVING TERMINATION FEE AMOUNTS AND BIDDING PROCEDURES IN
                       CONNECTION WITH THE SALE OF ASSETS
                         (NUEVA GENERACION MANUFACTURAS)
                         -------------------------------

         This matter having come before this Court on the Expedited Motion by
Debtor for Entry of an Order Approving Termination Fee Amounts and Bidding
Procedures in Connection with the Sale of Assets (the "Procedures Motion"), this
Court having reviewed the Procedures Motion, and having heard the statements of
counsel regarding the relief requested therein at a hearing before the Court
(the "Hearing"); and this Court having determined that the legal and factual
bases set forth in the Procedures Motion and at the Hearing establish just cause
for the relief granted herein;

         THIS COURT HEREBY FINDS THAT:

         B.    Notice of the Procedures Motion and the Hearing was sufficient
               under the circumstances.

         IT IS HEREBY ORDERED THAT:

         3.    The Procedures Motion is GRANTED;

<PAGE>

                                                                     Exhibit 2.5

         4.      The following bidding procedures shall be utilized in
                 connection with a hearing (the "Sale Hearing") on the sale of
                 the Debtor's Assets [as defined in the Agreement Regarding
                 Purchase of Certain Assets from Aerovox Incorporated and
                 Aerovox de Mexico ("Agreement")]. Qualified bids must satisfy
                 the following requirements ("Bid Requirements"):5

         (i)     be an offer to purchase the Assets for cash only, or such other
consideration as the Debtor shall agree to;

         (ii)    not be contingent on obtaining financing or other conditions to
Closing;

         (iii)   be received by the bid deadline established by the Court and
must include the amount being offered for the respective Assets and must
expressly state that the offer of the party submitting the bid (the "Bidder") is
irrevocable until June 28, 2002;

         (iv)    whether by competing bid, offer, plan of reorganization or
other arrangement, be (1) made upon terms and provisions substantially similar
to those set forth in the Agreement in respect of the sale and purchase of
substantially all of the Assets; (2) for an aggregate purchase price of not less
than five (5%) percent in excess of the Purchase Price and provide for the
assumption or discharge of the liabilities to be assumed or discharged under the
Agreement, or the financial equivalent thereof;

         (v)     be accompanied by a deposit to counsel to the Debtor, by wire
or certified check, in an amount equal to $300,000;

         3.      All Bids shall be subject to approval by the Bankruptcy Court.
Only Bidders having submitted a Qualified Bid shall be eligible to participate
at the Sale Hearing. To have a Qualified Bid eligible to participate, a Bidder
shall: (a) include each of the Bid Requirements; and (b) be prepared to
demonstrate to the Debtor its ability to consummate the purchase of any such
asset and fulfill its obligations. Bidding at the Sale Hearing may be by open
auction or sealed bidding.

         4.      In the event the party who submits the highest and best bid for
         -----------------------------------------------------------------------
the Assets fails to close on the sale through no fault of the Debtor, the
-------------------------------------------------------------------------
Deposit submitted by such party shall be forfeited to the Debtor. To the extent
-------------------------------------------------------------------------------
that a party submitting the highest and best offer fails to close on the sale of
--------------------------------------------------------------------------------
the Assets, the Debtor may sell the Assets to the party submitting the second
-----------------------------------------------------------------------------
highest or best offer without further Court approval.
----------------------------------------------------

         5.      In addition to the foregoing, the following provisions
respecting termination fees shall apply:

_____________________________
5 Terms not otherwise defined herein have the meaning ascribed in the Agreement.

<PAGE>

                                                                     Exhibit 2.5

         (i)     in the event the Court authorizes the sale of the Assets to a
higher bidder and such sale is consummated, Nueva Generacion Manufacturas shall
be paid a termination fee equal to $50,000.

                                                 BY /S/ HONORABLE JOAN N. FEENEY
                                                 -------------------------------
                                                 HONORABLE JOAN N. FEENEY
                                                 UNITED STATES BANKRUPTCY JUDGE

Dated:   April 30, 2002

</TEXT>
</DOCUMENT>
</SUBMISSION>
