<PAGE>

                                                                     Exhibit 2.3

                            STOCK PURCHASE AGREEMENT
                            ------------------------

This Stock Purchase Agreement (this "Agreement"), dated as of April 27, 2002, is
by and between Evox Rifa AB, a Swedish corporation, as buyer (the "Buyer") and
Aerovox Incorporated, a Delaware corporation, as debtor-in-possession (the
"Seller").

                                   WITNESSETH
                                   ----------

WHEREAS, Seller is operating as a debtor-in-possession under Chapter 11 of the
United States Bankruptcy Code, as amended, in Case No. 01-14680 - JNF (the
"Bankruptcy Case") pending in the United States Bankruptcy Court for the
District of Massachusetts (the "Bankruptcy Court"); and

WHEREAS, Seller owns all of issued and outstanding shares in the capital of BHC
Aerovox Limited, a limited liability company incorporated under the laws of
England and Wales and registered under number 2775957 (the "Acquired
Subsidiary"); and

WHEREAS, the Acquired Subsidiary is engaged in the design, development,
manufacture, sale and distribution of aluminum electrolytic (the "Business") at
its facility and registered office at 20-21 Cumberland Drive, Granby Industrial
Estate, Weymouth, DT4 9TE, United Kingdom; and

WHEREAS, the Buyer desires to purchase from the Seller, and the Seller desires
to sell to the Buyer, the Stock (as defined below) subject to the terms and
conditions of this Agreement; and

WHEREAS, the Stock will be sold pursuant to the terms of this Agreement and an
order of the Bankruptcy Court approving and authorising such sale under Section
363 of the Bankruptcy Code pursuant to a Sale Approval Order (as defined below).

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
promises contained herein and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:

                                    ARTICLE I
                                    ---------

                                   DEFINITIONS
                                   -----------

1.1  Defined Terms. In addition to terms which are used and otherwise defined in
     -------------
     this Agreement, the terms below shall have the following meanings:

     "Act" means the Great Britain Companies Act 1985, as amended.

     "Agreed Rate" means the U.S. Dollar to Pound Sterling ("Sterling" or
     "(pound)") exchange rate of 1.44 : 1 (respectively).

     "Auction" shall mean the auction scheduled to take place for the sale of
     the Stock pursuant to a motion filed by the Seller with the Bankruptcy
     Court.

<PAGE>
                                                                     Exhibit 2.3

     "Balance Sheet Date" means 31 December, 2001.

     "Bankruptcy Code" shall mean the United States Bankruptcy Code, 11
     U.S.C. (S) 101 et seq., as amended.

     "Books and Records" shall mean all books and records of the Acquired
     Subsidiary of any and every kind, including, without limitation, lists,
     ledgers, files, reports, plans, drawings and operating records of every
     kind, held or maintained by the Acquired Subsidiary.

     "Business Day" shall mean any day excluding Saturday, Sunday and any day
     that is a legal holiday within the meaning of Rule 9006(a) of the Federal
     Rules of Bankruptcy Procedure.

     "Business IP" means all Intellectual Property owned by the Acquired
     Subsidiary and used solely in the operation of the Business as it is now
     being conducted.

     "Connected Person" means a person connected with the Seller, the Acquired
     Subsidiary or any of the directors (or any former director of the Acquired
     Subsidiary) within the meaning of section 839, United Kingdom Taxes Act
     1988.

     "Encumbrance" shall mean any interest of any person (including any right or
     option to acquire or right of pre-emption) or any mortgage, assignment,
     judgment, lien, pledge, charge, security interest or title retention
     whether voluntarily incurred or arising by operation of law.

     "Escrow Amount" means, subject to Section 3.3(b), Six Hundred Thousand U.S.
     Dollars ($600,000).

     "Event" means the existence of any state of affairs and any payment,
     transaction, act, omission or occurrence of whatever nature whether or not
     the Acquired Subsidiary or the Buyer is a party thereto and which includes
     the execution of this Agreement and completion of the sale of the Stock to
     the Buyer and references to an Event occurring on or before Closing shall
     include an Event deemed, pursuant to any Taxation Statute, to occur or
     which is otherwise treated or regarded as occurring on or before Closing.

     "Governmental Authority" shall mean any government, any governmental
     entity, department, commission, board, agency or instrumentality, and any
     court, tribunal or judicial body, whether federal, state, local, foreign or
     supranational.

     "Harm or Damage" means harm or damage to or other interference with the
     Environment.

     "Hazardous Matter" any means and all matters (whether alone or in
     combination with other matter) which may or is liable to cause Harm or
     Damage.

<PAGE>
                                                                     Exhibit 2.3

     "Intellectual Property" means all patents, copyrights, database rights,
     topography rights, design rights, Know-How, trade secrets and all other
     intellectual property rights and rights or forms of protection of the same
     or of a similar or equivalent nature or effect which may subsist anywhere
     in the world whether or not registered or capable of registration and
     together with all applications for registration of and rights to apply for
     any of the foregoing.

     "Intercompany Payables" means any and all amounts due and owing (or
     purported to be due and owing) or to become due at any time (or purported
     to become due at any time) on whatever grounds or for whatever reason
     (including rights (purported or otherwise) of set-off against Intercompany
     Receivables or otherwise) by the Acquired Subsidiary to any of the Seller,
     its affiliates, Connected Persons, companies in the Seller's group of
     companies or their respective assigns, transferees, novatees, successors in
     title, custodians (as defined in the Bankruptcy Code), rehabilitators,
     receivers, trustees, conservators, liquidators or persons having similar or
     analagous powers pursuant to applicable laws.

     "Intercompany Receivables" means any and all amounts due and owing to or to
     become due and owing at any time on whatever grounds or for whatever reason
     by the Seller, its affiliates, Connected Persons, companies in the Seller's
     group of companies, or their respective assigns, transferees, novatees,
     successors in title, custodians (as defined in the Bankruptcy Code),
     rehabilitators, receivers, trustees, conservators, liquidators or persons
     having similar or analagous powers pursuant to applicable laws to the
     Acquired Subsidiary, calculated in accordance with Section 6.7(a).

     "Interest-Bearing Indebtedness" means the aggregate amount due at Closing
     from the Acquired Subsidiary to Lloyd's TSB Bank Plc, Lloyds Bowmaker
     Limited and Barclays Mercantile Finance Limited, including any refinancing
     of such indebtedness, and any similar arrangements, or any other
     interest-bearing indebtedness pursuant to any loans, hire purchase
     agreements, letters of credit, mortgages, debentures and guarantees.

     "Inventory" means all the stock-in-trade, raw materials, components,
     work-in-progress and finished Products and packaging and promotional
     material of the Business as at Closing.

     "Know-How" means all information, data and methodology not at present in
     the public domain and all financial, commercial, trade and business secrets
     of whatever nature and in whatever form, including, without limitation,
     that comprised in, derived from or relating to any Materials.

     "Liability for Taxation" means any liability of the Acquired Subsidiary to
     make a payment of or in respect of Taxation whether or not the same is
     primarily payable by the Acquired Subsidiary and whether or not the
     Acquired Subsidiary has or may have any right of reimbursement against any
     other person or persons and shall also include:

     (a)  the Loss of any Relief where such Relief has been taken into account
          in computing and so reducing or eliminating any provision for deferred
          Tax which appears in the accounts of the Acquired Subsidiary (or which
          but for such Relief

<PAGE>
                                                                     Exhibit 2.3

          would have appeared in the accounts of the Acquired Subsidiary) or
          where such Relief was treated as an asset which appears in the
          accounts of the Acquired Subsidiary in which case the amount of the
          Liability for Taxation shall be the amount of Taxation which would (on
          the basis of tax rates current at the date of such Loss) have been
          saved but for such Loss assuming for this purpose that the Acquired
          Subsidiary had sufficient profits or was otherwise in a position to
          use the Relief;

     (b)  the Loss of any right to repayment of Taxation (including any
          repayment supplement) which was treated as an asset in the accounts of
          the Acquired Subsidiary in which case the amount of the Liability for
          Taxation shall be the amount of the right to repayment and any related
          repayment supplement; and

     (c)  the set-off or use against income, profits or gain earned, accrued or
          received or against any Tax chargeable in respect of an Event
          occurring on or before Closing of any Relief or right to repayment of
          Taxation (including any repayment supplement) arises after Closing in
          circumstances where, but for such set-off or use, the Acquired
          Subsidiary would have had a liability to make a payment of or in
          respect of Taxation for which the Buyer would have been able to make a
          claim against the Sellers under this Agreement in which case the
          amount of the Liability for Taxation shall be the amount of Taxation
          saved by the Acquired Subsidiary as a result of such set-off or use.

     "Litigation Proceedings" means any and all claims (including pursuant to
     arbitration) howsoever arising pending, actual or, to the Seller's
     Knowledge, threatened or contingent to which the Acquired Subsidiary is (or
     may be) a party.

     "Loss" means all losses, damages, liabilities, claims, costs and expenses
     (including fines, penalties, clean-up costs, legal and other professional
     fees) and any reduction, modification, loss, counterclaim, nullification,
     utilisation, disallowance or clawback for whatever reason.

     "Materials" means all drawings, diagrams, illustrations, data,
     specifications, lists, computer programs (including object code and source
     code), formulae, instructions, manuals, descriptions, plans, models,
     reports, calculations and all other documents, recorded information and
     data whatsoever and howsoever stored.

     "Person" shall mean any individual, corporation, partnership, limited
     liability company, trust, association, joint venture or other entity of any
     kind whatsoever.

     "Products" means aluminium electrolytic capacitors.

     "Properties" means the real properties occupied by the Acquired Subsidiary
     and the expression "Property" shall mean, where the context so admits, any
     one or more of such properties and any part or parts thereof.

<PAGE>
                                                                     Exhibit 2.3

     "Purchase Price" means the aggregate of (A) the Deposit, (B) the First
     Payment and (C) the Escrow Amount.

     "Relevant Company" means any company other than the Acquired Subsidiary,
     the Buyer and any company that may be treated for the purposes of the form
     of Taxation that has given rise to the Liability for Taxation under Section
     6.6 as being a member of the same group of companies as the Buyer or as
     being associated with the Buyer.

     "Relevant Services" means any services supplied by the Acquired Subsidiary
     pursuant to the Business at any time during the period of one year ending
     on the Closing Date.

     "Relevant Customer" means any client, person, firm, company or organisation
     to whom at any time within the period of one year ending on the Closing
     Date the Acquired Subsidiary supplied Relevant Services.

     "Relief" means any loss, relief, allowance, credit, exemption or set-off in
     respect of Taxation or any deduction in computing income, profits or gains
     for the purposes of Taxation.

     "Representative" shall mean any attorney, accountant, agent, consultant or
     other representative.

     "Restricted Business" means the design, development, manufacture, sale and
     distribution of DC electrolytic aluminium capacitors.

     "Sale Approval Order" shall mean an order of the Bankruptcy Court, naming
     Buyer as the winning bidder at the Auction and approving consummation of
     the transactions contemplated hereby by Buyer and Seller, certified by the
     clerk of the Bankruptcy Court as a true and correct copy of such order,
     reasonably satisfactory in form and substance to the Buyer, the Seller and
     their respective counsel, entered after a hearing conducted on adequate
     notice given in the Bankruptcy Court.

     "Seller's Knowledge" means the actual or constructive knowledge of Robert
     Elliott and F. Randal Hunt including, without limitation, facts which
     should have been known to such individuals in their capacity as directors
     of the Acquired Subsidiary and having regard to the duties such individuals
     owed to the Acquired Subsidiary as a result of such directorships.

     "Stock" shall mean two (2) ordinary shares in the capital of the Acquired
     Subsidiary.

     "Tax" or "Taxation" means:

     (a)  all forms of taxation including and without any limitation any charge,
          tax, duty, levy, impost, withholding or liability wherever chargeable
          imposed for support of national, state, federal, municipal or local
          government and whether of the United Kingdom or any other
          jurisdiction; and

<PAGE>

                                                                     Exhibit 2.3

         (b)  any penalty, fine, surcharge, interest, charges or costs payable
              in connection with any Taxation within (a) above.

         "Tax Claim" means any assessment, notice, demand, letter or other
         document issued or action taken by or on behalf of any Taxation
         Authority from which it appears that the Acquired Subsidiary or the
         Buyer is or may be subject to a Liability for Taxation.

         "Taxation Authority" means the Inland Revenue, Customs & Excise,
         Department of Social Security and any other governmental or other
         authority whatsoever competent to impose any Taxation whether in the
         United Kingdom or elsewhere.

         "Taxation Statute" means any directive, statute, enactment, law or
         regulation wheresoever enacted or issued, coming into force or entered
         into providing for or imposing any Taxation and shall include orders,
         regulations, instruments, by-laws or other subordinate legislation made
         under the relevant statute or statutory provision and any directive,
         statute, enactment, law, order, regulation or provision which amends,
         extends, consolidates or replaces the same or which has been amended,
         extended, consolidated or replaced by the same.

         "Workers" means the employees, directors, officers, workers and
         self-employed contractors of the Acquired Subsidiary.

                                   ARTICLE II
                                   ----------

                           PURCHASE AND SALE OF STOCK
                           --------------------------

2.1      Sale and Transfer of Stock. Upon the terms and subject to the
         --------------------------
         conditions and provisions contained herein, at the Closing, the Seller
         shall sell to the Buyer, and the Buyer shall acquire from the Seller
         the Stock with full title guarantee, free and clear of any and all
         Encumbrances in consideration of the Purchase Price.

2.2   Deposit; First Payment.
      -----------------------

(a)      Deposit. Buyer has deposited into escrow a good faith deposit equal to
         -------
         TWO HUNDRED FIFTY THOUSAND U.S. Dollars ($250,000) in immediately
         available funds (the "Deposit") with Hanify & King P.C., counsel to the
         Seller, as escrow agent, with such amount to be held in escrow in an
         interest bearing escrow account.

(b)      First Payment. At Closing, Buyer shall pay to Seller in immediately
         -------------
         available funds the sum of Three Million, Nine Hundred and Fifty
         Thousand U.S. Dollars ($3,950,000) (the "First Payment") and comply
         with its obligations under Section 3.3.

(c)      Escrow Amount.  At Closing, Buyer shall deposit the Escrow Amount in
         -------------
         accordance with Section 3.3.

                                   ARTICLE III
                                   -----------

<PAGE>

                                                                     Exhibit 2.3

                                     CLOSING
                                     -------

3.1      Closing. The consummation of the transactions contemplated hereby (the
         -------
         "Closing") shall occur at the offices of Hanify & King, P.C., One
         Federal Street Boston, MA 02110, on a Business Day no later than eleven
         (11) days after the date of entry of the Sale Approval Order, provided
         no court of competent jurisdiction shall have entered an order staying
         such Sale Approval Order pending appeal, and all other conditions to
         Closing set forth in Article VII and Article VIII shall have been
         satisfied or waived, unless such date is extended by agreement of the
         parties hereto or as governed by Section 9.1 (c) hereof (the "Closing
         Date").

3.2      Conveyances at Closing. At the Closing, and in connection with
         ----------------------
         effecting and consummating the Closing, including, without limitation,
         the sale and purchase of the Stock and the delivery of the First
         Payment, the Seller shall, on the Closing Date, deliver the following:

         (a)      a certified copy of (i) a sole shareholder's decision of the
                  Acquired Subsidiary authorising the transfer of the Stock to
                  the Buyer in accordance with the articles of association of
                  the Acquired Subsidiary; and (ii) the minutes of a duly called
                  and quorate meeting of the board of directors of the Acquired
                  Subsidiary approving the transfer of the Stock to the Buyer
                  (subject only to due stamping of the stock transfer form),
                  accepting the resignations as directors of the Acquired
                  Subsidiary in a form satisfactory to the Buyer of Robert
                  Elliot, Frank Randal Hunt, Paul Simpson and Graham Yates and
                  appointing Harri Launonen, Pekka Lopperi and Lars-Goran
                  Sternberg as directors of the Acquired Subsidiary, all
                  effective immediately upon the Closing;

         (b)      a true original of the certificate of the Stock issued to
                  Seller, accompanied by a duly authorised and executedstock
                  transfer form relating to the Stock;

         (c)      all consents, orders and approvals of the Bankruptcy Court
                  (including, without limitation, a certified copy of the Sale
                  Approval Order or a third party sale approval order naming
                  Buyer as the second highest bidder (in either case in form and
                  substance reasonably satisfactory to the Buyer and its
                  counsel)) and all necessary creditors and other parties to the
                  Bankruptcy Case and all other third parties, if any, necessary
                  to effectuate the transfer of the Stock and to consummate the
                  transactions contemplated hereby;

         (d)      such other instruments as shall be reasonably requested by the
                  Buyer to vest in the Buyer title in and to the Stock in
                  accordance with the provisions hereof;

         (e)      evidence satisfactory to the Buyer that (i) Lloyds TSB Bank
                  Plc, Lloyds Bowmaker Limited and Barclays Mercantile Finance
                  Limited each consent to the transactions contemplated under
                  this Agreement and (ii) there are no interest-bearing loans,
                  hire purchase agreements, letters of credit, mortgages,
                  debentures and guarantees other than the Interest-Bearing
                  Indebtedness to which the Acquired Subsidiary is a party;

<PAGE>

                                                                     Exhibit 2.3

         (f)      irrevocable powers of attorney in the agreed terms executed by
                  each of the Seller in favour of the Buyer or its nominee(s) to
                  enable the beneficiary (pending registration of the transfers
                  of the Stock to the Buyer by the Acquired Subsidiary) to
                  exercise all voting and other rights attaching to the Stock
                  and to appoint proxies for this purpose;

         (g)      the statutory registers and minute books (properly written up
                  to the time immediately prior to Closing), the common seal,
                  the certificate of incorporation and (if applicable) any
                  certification of incorporation on change of name of the
                  Acquired Subsidiary and any other Books and Records (including
                  those of the Seller which relate directly or indirectly to the
                  Business);

         (h)      the documents of title to the Properties;

         (i)      copies of the annual accounts and the related directors'
                  reports of the Acquired Subsidiary for the years ended 31
                  December, 2000 and the Balance Sheet Date, together with the
                  unsigned or signed audit reports of KPMG that must be without
                  any qualifications or explanatory paragraphs (as defined in UK
                  generally accepted auditing standards) other than an
                  explanatory paragraph or disclaimer of opinion, in a form
                  acceptable to the Buyer in its reasonable discretion, in
                  respect of the going concern basis of the Acquired Subsidiary,
                  which arises solely and exclusively from the financial
                  condition of the Seller,

         and the Buyer shall, on the Closing Date deliver the First Payment in
         immediately available funds in accordance with Section 2.2 and
         irrevocably authorise the immediate release of the Deposit to the
         Seller.

         To the extent that a form of any document to be delivered hereunder is
         not attached as an Exhibit hereto, such documents shall be in form and
         substance, and shall be executed and delivered in a manner, reasonably
         satisfactory to the Buyer and the Seller.

3.3      Escrow Amount.
         --------------

         (a)      The Buyer undertakes that it will deposit the Escrow Amount in
                  a designated interest-bearing account agreed in writing
                  between the Seller and the Buyer upon Closing.

         (b)      The parties agree and undertake that:

                  (i) subject to Section 3.3(d), the Buyer may deduct from the
                  Escrow Amount (but not any interest accrued or accruing
                  thereon), to the extent there are sufficient funds to do so,
                  all amounts to satisfy any of the following:

                  (A) the amount of the Interest-Bearing Indebtedness determined
                      in accordance with Section 3.4 exceeding Two Million, Four
                      Hundred Thousand U.S. Dollars ($2,400,000);

<PAGE>

                                                                     Exhibit 2.3

                  (B)      claims by the Buyer under Article IV;

                  (C)      any amounts payable pursuant to Section 6.6
                           (Indemnities);

                  (D)      any Loss or other liability (including any purported
                           right of set-off against the Acquired Subsidiary) of
                           the Acquired Subsidiary pursuant to a breach of
                           Section 6.5;

                  (E)      any shortfall in the amount of the Intercompany
                           Receivables (other than any properly set off against
                           Intercompany Payables pursuant to Section 6.7)
                           received within two (2) months of the Closing Date;

                  (F)      any subsisting or current loans, hire purchase
                           agreements, letters of credit, mortgages, debentures
                           and guarantees (A) which are not included in the
                           Interest-Bearing Indebtedness and/or (B) which have
                           not been the subject of consent as set out in Section
                           3.2(e);

                  (G)      any Loss relating to the difference in Liability for
                           Taxation between (A) any amounts of Taxation payable
                           after the Balance Sheet Date (including any related
                           penalties and interest) in respect of all Taxation
                           years ended on or before the Balance Sheet Date and
                           (B) the provision for Liability for Taxation in the
                           management accounts as at the Balance Sheet Date,

                  and any deductions from the Escrow Amount pursuant to this
                  Section 3.3 shall reduce, pro tanto, the Purchase Price;

         (ii)     to the extent that the Interest-Bearing Indebtedness is less
                  than Two Million, four Hundred Thousand U.S. Dollars
                  ($2,400,000), the Buyer will make an immediate deposit to the
                  Escrow Amount an amount equal to the difference between the
                  actual amount of the Interest-Bearing Indebtedness and Two
                  Million, Four Hundred Thousand U.S. Dollars ($2,400,000);

         (iii)    the Purchase Price has been converted from Sterling to U.S.
                  Dollars at the Agreed Rate and that should the Agreed Rate
                  have changed by a percentage of greater than or equal to +/-
                  2.78% calculated at Closing using the U.S. Dollar to Sterling
                  exchange rate published by the European Central Bank for the
                  last Business Day immediately prior to the Closing Date (the
                  "Closing Rate"), then the Escrow Amount shall be increased or
                  reduced (as appropriate) by 50% of the product of (A) the
                  difference between the Sterling equivalent of the Escrow
                  Amount at the Agreed Rate and at the Closing Rate and (B) the
                  Agreed Rate.

         (c)      The Buyer shall transfer in immediately available funds to the
                  Seller's designated account, the Escrow Amount (but not any
                  interest accrued thereon) minus such part of the Escrow Amount
                  used by the Seller in satisfaction of its rights pursuant to
                  Section 3.3(a) at such times and in such amounts as the Buyer
                  may decide in its sole discretion, provided that the latest
                  such transfer shall take place no later than the date: (A) the
                  Acquired Subsidiary is in receipt of agreement from the UK

<PAGE>

                                                                     Exhibit 2.3

         Inland Revenue in respect of the Acquired Subsidiary's corporation tax
         return for the year ended 31 December, 1999, and all Taxation assessed
         payable as a result of such agreement has been so paid; (B) filing of
         the annual accounts for the year ended on the Balance Sheet Date with
         Companies House in England and Wales, without any change whatsoever
         together with the signed audit reports of KPMG that must be without any
         qualifications or explanatory paragraphs (as defined in UK generally
         accepted auditing standards other than any going concern issues
         relating to the solvency or otherwise of the Seller), provided that the
         Buyer hereby undertakes to use its reasonable endeavours to procure
         such filing as soon as practicable after Closing; and (C) the
         Intercompany Receivables and Intercompany Payables have been finalised
         to the Buyer's satisfaction in accordance with this Agreement, has been
         completed, provided that such latest date shall be no later than 12
         months following closing.

  (d)    Claims Process.
         --------------

         (i)  In the event that the Buyer wishes to deduct funds from the Escrow
              Amount in accordance with clause 3.3(b), the Buyer shall deliver
              written notice to the Seller, promptly following such event,
              specifying the amount of the proposed deduction, describing the
              claim of Loss with particularity and supplying appropriate
              supporting information (the "Buyer's Notice").

         (ii) The Seller shall have until 5:00 p.m. Eastern Time on the fifth
              (5th) Business Day following delivery of Buyer's Notice to deliver
              to the Buyer written objections, if any, to the claim described in
              Buyer's Notice describing Seller's objections in reasonable detail
              (the "Seller Objection"). If a Seller Objection is not delivered
              to the Buyer within said time period, the Buyer shall be entitled
              to deduct the funds set out in the Buyer's Notice. If a Seller
              Objection is so delivered by the Seller, the Buyer and the Seller
              shall, for a period of fifteen (15) Business Days following
              delivery of the Seller Objection, attempt in good faith to resolve
              their differences with respect to the Buyer's Notice. The Buyer
              shall provide, and shall cause the Acquired Subsidiary to provide,
              access to the offices and Books and Records of the Acquired
              Subsidiary and to all information reasonably requested by Seller
              in connection with the evaluation and resolution of the Buyer's
              Notice. Any resolution by the parties shall be in writing and
              shall be final and binding on the parties for all purposes. If the
              parties are unable to resolve any objections within such time
              period, the matter will be submitted to the Bankruptcy Court for
              final and binding resolution.

  (e)    The Buyer agrees and acknowledges that, if the Escrow Amount is
         insufficient for the purposes of Section 3.3, then the Buyer will have
         a claim against the Seller's bankruptcy estate for the amount of such
         insufficiency up to and including an amount equal to the product of (i)
         the difference between the Escrow Amount and the Purchase Price, and
         (ii) 0.5, which claim shall constitute an allowed, general,

<PAGE>
                                                                     Exhibit 2.3

          unsecured claim.

     (f)  Interest-Bearing Indebtedness. Within ten (10) Business Days after the
          -----------------------------
          Closing Date, the Seller shall obtain a certificate (in a form
          acceptable to the Buyer in its absolute discretion) of the amounts of
          the Interest-Bearing Indebtedness at the Closing Date from each of the
          counterparties to the Interest-Bearing Indebtedness.

3.4  Transaction Expenses. Except as expressly provided herein, each party shall
     --------------------
     bear its own costs and expenses, including attorney, accountant and other
     consultant fees, in connection with the execution and negotiation of this
     Agreement and the consummation of the transactions contemplated hereby.

3.5  Licence; Assignment. From the Closing, (a) the Seller hereby grants on
     -------------------
     behalf of itself and its affiliates to the Acquired Subsidiary, a
     non-exclusive, royalty-free, perpetual, irrevocable, world-wide,
     transferable licence to use, have used and to grant sub-licences to use any
     Intellectual Property owned by the Seller or any of its affiliates, in
     relation to the Business and (b) the Acquired Subsidiary hereby grants on
     behalf of itself and its affiliates to the Seller and its affiliates,
     successors and assigns, a non-exclusive, royalty- free, perpetual,
     irrevocable, transferable world-wide, licence to use any Intellectual
     Property owned by the Acquired Subsidiary, that is required for continuance
     of the business of the parties, save that such licence shall not include
     the right to use any such Intellectual Property in connection with the
     Restricted Business.

3.6  Other Closing Matters. Each of the parties shall use their reasonable
     ---------------------
     efforts to take such other actions required hereby to be performed by it
     prior to or on the Closing Date.

                                   ARTICLE IV
                                   ----------

                    REPRESENTATIONS AND WARRANTIES OF SELLER
                    ----------------------------------------

As an inducement to the Buyer to enter into this Agreement, the Seller hereby
makes, as of the date hereof and separately at the Closing Date, the following
representations and warranties to the Buyer and acknowledges that the Buyer is
entering into this Agreement in reliance thereon other than matters actually
known to the Buyer at the date of this Agreement and at Closing:

4.1  Authorisation of Seller. Subject to entry of the Sale Approval Order,
     -----------------------
     Seller has all necessary right, power, capacity and authority to execute
     and deliver this Agreement, to consummate the transactions contemplated
     hereby and to perform its obligations hereunder, and no other proceedings
     on the part of the Seller are necessary to authorise the execution,
     delivery and performance of this Agreement and the consummation of the
     transactions contemplated hereby. This Agreement has been duly executed and
     delivered by the Seller and, subject to entry of the Sale Approval Order,
     is a valid and binding obligation of the Seller enforceable against the
     Seller in accordance with its terms.

4.2  Organisation. Each of the Seller and the Acquired Subsidiary is a
     ------------
     corporation duly organised, validly existing and, where applicable, in good
     standing under the laws of the

<PAGE>
                                                                     Exhibit 2.3

     jurisdiction of its incorporation and has the corporate power and authority
     to operate its properties and to carry on the Business as it is now being
     conducted or presently proposed to be conducted.


4.3  Intellectual Property.
     ---------------------
     (a)  Ownership and right.
          -------------------

          (i)   The Acquired Subsidiary is the legal and beneficial owner of all
                Business IP.

          (ii)  There are no Encumbrances over any of the Business IP.

          (iii) The Acquired Subsidiary does not require any Intellectual
                Property other than the Business IP in relation to the
                development, manufacture, marketing or sale of its products or
                services or in relation to any of the processes employed in the
                Business.

          (iv)  The Seller has fully and accurately disclosed prior to the date
                of this Agreement all patents, registered designs, registered
                trade marks and service marks and any other similar registered
                intellectual property rights or applications for the same used
                in or relating to the Products or the Business together with all
                arrangements (whether written or oral) into which it has entered
                in relation to Intellectual Property (including the Business IP)
                in particular, but without limitation, with the Seller and any
                affiliate of the Seller.

     (b)  Infringement.
          ------------

          (i)   The Acquired Subsidiary has not infringed and does not infringe
                any Intellectual Property of a third party as a result of the
                Acquired Subsidiary's use or exploitation of any Intellectual
                Property (including the Business IP) nor will such use or
                exploitation give rise to any infringement dispute, claims or
                proceedings against the Acquired Subsidiary.

          (ii)  There are not and have not been any disputes, claims or
                proceedings threatened or in existence in any court of tribunal
                in respect of any Intellectual Property, as such or in respect
                of any use or exploitation thereof by the Acquired Subsidiary.

          (iii) There has not been and is no current or anticipated infringement
                by any third party of any Business IP.

4.4  Warranties. Separately and in addition to the warranties contained in this
     ----------
     Article IV, the Seller warrants and represents to the Buyer that each of
     the warranties contained in schedule 1 is true, accurate and not misleading
     at the Closing Date.

<PAGE>
                                                                     Exhibit 2.3

4.5  Separate Warranties. Each of the warranties contained in this Article IV
     -------------------
     and schedule 1 shall be construed as separate and independent warranties
     and shall not be limited or restricted by reference to or inference from
     any other warranty.

4.6  Brokers. Except Loeb Partners Corporation, no Person is entitled to any
     -------
     brokerage, financial advisory, finder's or similar fee or commission
     payable by the Seller in connection with the transactions contemplated by
     this Agreement based upon arrangements made by or on behalf of the Seller.


                                    ARTICLE V
                                    ---------

                     REPRESENTATIONS AND WARRANTIES OF BUYER
                     ---------------------------------------

As an inducement to the Seller to enter into this Agreement, the Buyer hereby
makes the following representations and warranties as of the date hereof to the
Seller:

5.1  Authorisation. The Buyer has all necessary corporate power and authority to
     -------------
     enter into this Agreement and has taken all corporate action necessary to
     execute and deliver this Agreement, to consummate the transactions
     contemplated hereby and to perform its obligations hereunder, and no other
     corporate proceedings on the part of the Buyer are necessary to authorise
     the execution, delivery and performance of this Agreement and the
     consummation of the transactions contemplated hereby. This Agreement has
     been duly executed and delivered by the Buyer and is a valid and binding
     obligation of the Buyer, enforceable against it in accordance with its
     terms.

5.2  Organisation of Buyer. The Buyer is duly organised and validly existing
     ---------------------
     under the laws of the jurisdiction of its incorporation and has the
     corporate power and authority to operate its properties and to carry on its
     business as it is now being conducted or presently proposed to be
     conducted.

5.3  Financing. On the Closing Date, the Buyer will have cash on hand or shall
     ---------
     have consummated a financing transaction which shall provide sufficient
     funds to deliver the Purchase Price to the Seller, but the closing of such
     financing and receipt of proceeds therefrom shall not be a condition to
     Closing.

                                   ARTICLE VI
                                   ----------

                          COVENANTS OF SELLER AND BUYER
                          -----------------------------

The Seller and the Buyer covenant and agree as follows:

<PAGE>
                                                                     Exhibit 2.3

6.1  Acquired Subsidiary Business Prior to Closing. Between the date hereof and
     ---------------------------------------------
     the Closing Date, the Seller shall procure that the Acquired Subsidiary
     shall operate the Business in the ordinary course, consistent with best
     past practice, and shall not take any action inconsistent therewith or with
     the consummation of the transactions contemplated hereby, including but not
     limited to:

     (a)  amending, adding to or otherwise varying the unaudited management
          accounts for the year ended on the Balance Sheet Date;

     (b)  issuing, granting, allotting or entering into any agreement (oral or
          written) to issue, grant or allot any Stock or other securities in the
          capital of the Acquired Subsidiary;

     (c)  the payment or declaration of any dividends whatsoever;

     (d)  entering into any capital expenditure obligation of greater
          than(pound)10,000 for whatever reason;

     (e)  selling, disposing or entering into an agreement for the sale or
          disposal of any part of the Business (save in the ordinary course of
          trading);

     (f)  creating, issuing or entering into an agreement to create or issue any
          Encumbrance upon any of the assets of the Business.

     (g)  otherwise than in the ordinary course of business, dismissing, making
          redundant, entering into or continuing (so far as applicable laws
          permit) negotiations (written or oral) in relation to redundancy or
          changing the remuneration or terms of remuneration or employment of
          any of the Workers (including without limitation pension
          contributions, bonuses, commission and benefits in kind);

     (h)  assuming or incurring or entering into an agreement to assume or
          incur, any liability, expenditure or obligation otherwise than in the
          ordinary and usual course of the Business;

     (i)  entering into any long term, onerous or unusual agreement, arrangement
          or obligation;

     (j)  amending or terminating any material (in relation to the conduct of
          the Business) agreement or arrangement to which it is a party;

     (k)  giving or entering into an agreement to give, any guarantee, indemnity
          or other agreement to secure an obligation of a third party;

     (l)  instituting any civil, criminal, arbitration or other Legal
          Proceedings;

     (m)  entering into any agreement or arrangement (whether legally
          enforceable or not)

<PAGE>
                                                                     Exhibit 2.3

          which any director or former director of the Seller or any associate
          of any of them or any Connected Person is interested in any way
          whatsoever; and

     (n)  making any payment out of any bank or deposit account except where the
          payment is in the ordinary and usual course of the Business and the
          aggregate amount of the payments does not exceed (pound)10,000.

6.2  Access. Between the date hereof and the Closing Date, the Buyer and its
     ------
     Representatives shall, during regular business hours and upon reasonable
     notice, have reasonable access to business and operations of the Acquired
     Subsidiary and the Books and Records of the Acquired Subsidiary.

6.3  Further Assurances. In addition to the provisions of this Agreement, from
     ------------------
     time to time after the Closing Date, the Seller and the Buyer will use all
     commercially reasonable efforts to execute and deliver or procure the
     execution and delivery of such other instruments of conveyance, transfer or
     assumption, as the case may be, and take such other actions as may be
     reasonably requested to implement more effectively, the conveyance and
     transfer of the Stock.

6.4  Name. As soon as reasonably practicable after the Closing Date and in any
     ----
     event no later than the date falling three (3) months from the Closing
     Date, the Buyer shall register a change of name of the Acquired Subsidiary
     for the purposes of removing from its name any reference to "Aerovox".

6.5  Non-compete.
     -----------

     (a)  Subject to Sections 6.5(b) and 6.5(c), for a period of two (2) years
          from the date of this Agreement, neither the Seller nor any of its
          affiliates shall directly or indirectly:

          (i)  engage in the Restricted Business anywhere in the world,
               including at its operations in Mexico and Huntsville , Alabama,
               provided however, this provision shall not prevent such parties
               from (A) owning up to 3% of any class of securities of a company
               involved in the Restricted Business, which securities are traded
               on a public stock exchange, or (B) engaging in a sale of stock or
               assets transaction or transactions with third parties that are
               engaged in the Restricted Business prior to the completion of
               such transaction, or (C) continuing to wind-down the portion of
               the Restricted Business operated by the Seller at Juarez, Mexico
               (up to but not later than 31 December, 2002), or (iv) engaging in
               the purchase and/or sale of (but not development or manufacture)
               of capacitors specifically related to applications for external
               defibcillators;

          (ii) induce or attempt to induce any supplier of the Acquired
               Subsidiary to cease to supply, or to restrict or vary in any
               material respect the terms of

<PAGE>

                                                                     Exhibit 2.3

                  supply, to the Acquired Subsidiary; provided that this Section
                  6.5(a)(ii) shall not in any way require, or be deemed to
                  require, the Seller or any of its affiliates to supply
                  products or services to the Acquired Subsidiary;

           (iii)  use, or allow to be used by any of its affiliates, any
                  Business IP other than the name "Aerovox";

           (iv)   canvass or solicit orders from any Relevant Customer for any
                  Relevant Services; or

           (v)    solicit or entice or endeavour to solicit or entice away from
                  the service of the Acquired Subsidiary any senior employee of
                  the Acquired Subsidiary who is in the service of the Acquired
                  Subsidiary at the date hereof whether or not such senior
                  employee would commit a breach of his contract of employment
                  by reason of leaving the service of the Acquired Subsidiary.

6.6   Indemnities.
      ------------

      (a)  The Seller hereby undertakes to indemnify and keep indemnified the
           Buyer (contracting for itself and its officers, directors, agents and
           employees and any successor in title to the Stock) and the Acquired
           Subsidiary for amounts equal to:

           (i)    any Loss arising out of or related to Litigation Proceedings
                  instituted, filed or commenced prior to Closing, or relating
                  to any event, circumstance or occurrence (or series of events,
                  circumstances or occurrences) prior to Closing;

           (ii)   any Intercompany Payables;

           (iii)  any Liability for Taxation resulting from or by reference to
                  any Event occurring on or before the Closing or in respect of
                  any gross receipts, income, profits or gains earned, accrued
                  or received (including Intercompany Receivables) or payable or
                  purportedly payable (including Intercompany Payables) by the
                  Acquired Subsidiary on or before Closing;

           (iv)   any Liability for Taxation for which the Acquired Subsidiary
                  would not have been liable but for being treated as being or
                  having been a member of the same group as or associated with
                  any Relevant Company for the purposes of any Tax;

           (v)    all costs and expenses properly incurred and payable by the
                  Acquired Subsidiary or the Buyer in connection with any
                  actions taken to avoid, resist or settle any Tax Claim,
                  Liability for Taxation or any liability or Loss under Sections
                  6.6(a)(iii), 6.6(a)(iv), 6.6(a)(vi) and 6.6(a)(vii);

<PAGE>

                                                                     Exhibit 2.3

             (vi)   any liability of the Acquired Subsidiary to repay or the
                    loss of the right to receive in whole or in part any payment
                    for the surrender of group relief;

             (vii)  all liability for Taxation of the Acquired Subsidiary in
                    excess of which provision has been properly and clearly made
                    and noted in the financial statements and/or the unaudited
                    management accounts of the Acquired Subsidiary for all
                    financial years ended on or before the Balance Sheet Date;

             (viii) all Loss relating to liabilities of the Acquired Subsidiary
                    arising out of or related to any period, or agreements or
                    undertakings (written or oral) entered into, prior to
                    Closing which have not been fully and accurately disclosed
                    prior to the date of this Agreement;

             (ix)   Section deleted at Sale Hearing

             (x)    all Loss relating to any criminal, illegal or unlawful act
                    connected with the Acquired Subsidiary prior to Closing; and

             (xi)   all liability arising from or related to amounts due to or a
                    shortfall in funds of any pension scheme maintained for or
                    on behalf of the Workers (from time to time).

       (b)   Any sum payable (or deemed payable) pursuant to this Section 6.6
             shall be paid (or deemed paid) free and clear of any deduction or
             withholding whatsoever.

6.7    Intercompany Receivables and Intercompany Payables.
       ---------------------------------------------------

       (a)   As soon as practicable (and in no event later than sixty (60) days
             after the Closing Date), the Buyer shall prepare and deliver to the
             Seller a proposed determination of the Intercompany Receivables as
             of the Closing Date (the "Receivables Statement"). The Receivables
             Statement shall be prepared using the foreign exchange rates
             published by the European Central Bank for the last Business Day
             immediately preceding the Closing Date. If the Seller does not
             object to the Receivables Statement (in part or in whole) by
             written notice of objection ("Notice of Objection") delivered to
             the Buyer within seven (7) days after the Seller's receipt of the
             Receivables Statement, such Receivables Statement and the
             determination of the Intercompany Receivables therein shall be
             deemed final and binding upon the parties hereto. If the Seller
             delivers to the Buyer a Notice of Objection and the parties cannot
             agree upon the determination thereof within fourteen (14) days of
             delivery of such Notice of Objection, then each party shall within
             seven (7) days submit its final proposal for the determination of
             the disputed items of the Receivables Statement to the other party
             and to PricewaterhouseCoopers acting as expert and not as
             arbitrator for the parties (the "Closing Expert"). Within thirty
             (30) days of the submission of any dispute concerning the
             determination of any item in the Receivables Statement, the

<PAGE>

                                                                     Exhibit 2.3

             Closing Expert shall render its decision determining such item in
             the Receivables Statement and shall deliver a statement of reasons
             deviating from the amounts reflected in the Purchase Price. The
             decision of the Closing Expert shall be final and binding upon the
             parties hereto. The fees and expenses of the Closing Expert for any
             determination under this Section 6.7(a) shall be borne by the party
             whose final proposal of the disputed item in the Receivables
             Statement differs by the greater amount from the final
             determination of such amount by the Closing Expert.

         (b) The Buyer hereby irrevocably waives its right to receive the cash
             amount (but does not otherwise waive) of all Intercompany
             Receivables determined in accordance with Section 6.7(a) up to an
             amount equal to the Intercompany Payables at Closing plus One
             Million U.S. Dollars ($1,000,000) provided and contingent that the
             Seller hereby irrevocably agrees and undertakes that (or that it
             shall procure that) all Intercompany Payables shall be waived by
             Seller, or if applicable, the company in the Seller's group of
             companies entitled (or purportedly entitled) to receive them and
             provides duly executed deeds of waiver or other, appropriate,
             evidence of such waiver in a form acceptable to the Buyer in its
             sole discretion, at or prior to Closing.

         (c) The parties agree for themselves and their affiliates that any
             waiver by the Buyer pursuant to Section 6.7(b) relates only to its
             rights to receive the cash amount of such Intercompany Receiveables
             and shall not prejudice any and all other rights it has in relation
             thereto (including any rights of set-off).

         (d) The Seller has complied with its obligations under Section 6.7(1)
             below.

6.8      Exchange Rate.  The parties agree and  acknowledge  that all sums or
         -------------
         calculations  expressed in U.S.  Dollars shall be at the Agreed Rate,
         where the original sums or calculations are in Sterling.

                                   ARTICLE VII
                                   -----------

                       CONDITIONS TO SELLER'S OBLIGATIONS
                       ----------------------------------

The obligation of the Seller to consummate the transactions contemplated hereby
is subject, in the discretion of the Seller, to the satisfaction, on or prior to
the Closing Date, of each of the following conditions any of which may be waived
(in whole or in part) by the Seller in accordance with Section 9.8 hereof:

<PAGE>

7.1      Entry of Sale Approval Order. The Sale Approval Order shall have been
         ----------------------------
         entered by the Bankruptcy Court (or shall be deemed to have been
         entered pursuant to Section 9.1(c)) and no court of competent
         jurisdiction shall have entered an order staying such Sale Approval
         Order pending appeal; and

7.2      Payment of Purchase Price.  The Buyer shall have complied with its
         -------------------------
         obligations pursuant to Section 2.2.

                                  ARTICLE VIII
                                  ------------

                        CONDITIONS TO BUYER'S OBLIGATIONS
                        ---------------------------------

The obligations of the Buyer to purchase the Stock and to consummate the
transactions contemplated hereby are subject, in the discretion of the Buyer, to
the satisfaction, on or prior to the Closing Date, of each of the following
conditions, any of which may be waived (in whole or in part) by the Buyer in
accordance with Section 9.8 hereof:

8.1      Instruments  of  Conveyance.  The Seller shall have  executed and
         ---------------------------
         delivered to the Buyer at the Closing all of the  documents provided
         for in Section 3.2 hereof.

8.2      Bankruptcy Matters; Entry of Sale Approval Order. All necessary
         ------------------
         authorisations, consents, orders and approvals of the Bankruptcy Court
         necessary for the consummation of the transactions contemplated by this
         Agreement shall have been obtained. The Sale Approval Order shall have
         been entered by the Bankruptcy Court (or shall be deemed to have been
         entered pursuant to Section 9.1(c)) and no court of competent
         jurisdiction shall have entered an order staying such Sale Approval
         Order pending appeal, modifying such Sale Approval Order, reversing
         such Sale Approval Order or amending such Sale Approval Order in any
         manner materially adverse to the Buyer and the Seller shall have
         received from the Bankruptcy Court all other orders, approvals, and
         consents required to transfer the Stock and to consummate the
         transactions contemplated by this Agreement. Such Sale Approval Order
         shall contain, among other provisions reasonably requested by Buyer,
         the following provisions (it being understood that certain of such
         provisions must constitute either findings of fact or conclusions of
         law to be made by the U.S. Bankruptcy Court as part of the Sale
         Approval Order):

         (a)      the transfer of the Stock by Seller to Buyer, (i) is or will
                  be a legal, valid and effective transfer of the Stock, (ii)
                  vests or will vest Buyer with all right, title and interest of
                  Seller in and to the Stock pursuant to Section 363(f) of the
                  Bankruptcy Code, free and clear of any and all Encumbrances
                  and claims (as defined in Section 101(5) of the Bankruptcy
                  Code) whatsoever, and (iii) constitutes a transfer for
                  reasonably equivalent value and fair consideration under the
                  Bankruptcy Code, the laws of the State of Massachusetts and
                  all other applicable state laws, including those relating to
                  fraudulent conveyances and fraudulent transfers;

<PAGE>

                                                                     Exhibit 2.3

         (b)      the transactions contemplated by this Agreement are undertaken
                  by Seller and Buyer at arm's length, without collusion and in
                  good faith within the meaning of Section 363(m) of the
                  Bankruptcy Code, and such parties are entitled to the
                  protection of Section 363(m) of the Bankruptcy Code;

         (c)      a determination that a sale of the Stock other than one free
                  and clear of any and all Encumbrances would be of
                  substantially less benefit to the state of Seller; and

         (d)      provides that any stay of orders authorising the use, sale or
                  lease of property, as provided for in Fed. R. Bankr. Proc.
                  6004(g) shall not apply to such Sale Approval Order and that
                  such Sale Approval Order is immediately effective and
                  enforceable.

8.3      No Government Action. No action (including any proceeding over which
         --------------------
         the U.S. Bankruptcy Court has jurisdiction under 28 U.S.C. (S) 157(b)
         and (c)) shall be pending by or before any Governmental Authority or
         pending by any other Person seeking to enjoin, restrain, prohibit or
         obtain substantial damages in respect of or related to any of the
         transactions contemplated by this Agreement, or that would be
         reasonably likely to prevent or make illegal the consummation of any
         transactions contemplated by this Agreement.

8.4      Warranties. The Buyer is satisfied, upon receipt of appropriate
         ----------
         confirmation from the Seller, that the representations and warranties
         of the Seller given pursuant to Article IV are subsisting and true,
         accurate and not misleading in all respects.

8.5      Covenants.  The Buyer is satisfied in its sole discretion that there
         ---------
         have been no breaches of the  covenants of the Seller contained in
         Article VI.

8.6      Intercompany Payables.  The Seller satisfies its obligations under
         ---------------------
         Section 6.7(c).

In the event that any of the foregoing conditions are not satisfied on or prior
to the Closing Date as a result of a breach or other default by Seller under the
terms of this Agreement, Seller shall be permitted to cure such breach within
ten (10) days following delivery by Buyer of written notice to Seller notifying
Seller of the nature of the breach or default.

                                   ARTICLE IX
                                   ----------

                                  MISCELLANEOUS
                                  -------------
9.1      Termination.
         -----------

         (a)      Termination.  This Agreement may be terminated prior to the
                  Closing, without prejudice to any rights accruing priorto such
                  termination:

<PAGE>

                                                                     Exhibit 2.3

        (i)     by the mutual written consent of the Buyer and the Seller
                (subject to the approval of the Bankruptcy Court) at any time,
                in which case the Deposit (together with any interest thereon)
                shall be returned immediately to the Buyer;

        (ii)    by the Buyer if (A) Buyer is not the winning bidder at the
                Auction, or (B) one or more of the conditions set forth in
                Article VIII are not satisfied on or before the Closing Date
                (subject to Seller's right to cure as provided in Article VIII)
                for any reason other than a breach of this Agreement by the
                Buyer or (C) the Sale Approval Order is not entered by the
                Bankruptcy Court on or before May 31, 2002 and in each such case
                the Deposit (plus interest thereon) shall be immediately
                returned to the Buyer; provided however, if Buyer is the second
                highest bidder at the Auction, Buyer may not terminate this
                Agreement pursuant to this Section 9.1(a)(ii), until the earlier
                of (y) closing of a sale of the Stock with a party other than
                Buyer; or (z) thirty-one (31) days following the date of entry
                of a sale approval order naming a party other than Buyer as the
                winning bidder at the Auction, except that if Seller fails to
                notify Buyer, on or before the fifteenth day following entry of
                a Sale Approval Order naming a party other than Buyer as the
                winning bidder at the Auction, of Seller's intention to close
                with Buyer, then Buyer may terminate this Agreement immediately
                upon the conclusion of such fifteen (15) day period and in such
                case the Deposit (plus any interest thereon) shall be returned
                to Buyer immediately thereafter;

        (iii)   by the Seller (A) if Buyer is not the winning bidder at the
                Auction, or (B) if the Sale Approval Order is not entered by the
                Bankruptcy Court on or before May 31, 2002, and in each case the
                Deposit (plus interest thereon) shall be immediately returned to
                the Buyer;

        (iv)    by Seller if the condition set forth in Section 7.2 is not
                satisfied on or before the Closing Date (for any reason other
                than a breach of this Agreement by the Seller) a breach of this
                Agreement by Buyer occurs, and in each case the Deposit shall be
                immediately paid to Seller;

        (v)     by either Buyer or Seller (provided that such party is not then
                in material breach of any provisions of this Agreement) (A) if a
                Governmental Authority shall have issued an order, decree or
                ruling or taken any other action (which order, decree or ruling
                the parties hereto shall use their reasonable best efforts to
                lift), in each case permanently restraining, enjoining or
                otherwise prohibiting the transactions contemplated by this
                Agreement and such order, decree, ruling or other action shall
                have become final and non-appealable; (B) if Seller enters into
                and consummates a sale, transfer or other disposition either
                directly or indirectly (whether in one or a series of
                transactions) of all or substantially all of the Stock or all or
                a majority of the assets of the Acquired

<PAGE>

                                                                     Exhibit 2.3

                      Subsidiary relating to the Business to a Person (or group
                      of Persons) other than Buyer or its affiliate; (C) if the
                      U.S. Bankruptcy Court confirms a plan of reorganisation
                      that does not include the transfer and assignment of the
                      Stock or all or a majority of the assets of the Acquired
                      Subsidiary to Buyer; or (D) if the Closing shall not have
                      occurred on or before 30 June, 2002.

       (b)   Event of Termination; Remedies. In the event of termination of this
             ------------------------------
             Agreement pursuant to Section 9.1(a):

             (i)      each party shall return all documents, work papers and
                      other material of any other party, or those prepared by a
                      party from the review of such documents, work papers and
                      other material of the other party, relating to the
                      transactions contemplated hereby, whether obtained before
                      or after the execution hereof, to the party furnishing the
                      same;

             (ii)     no confidential information received by any party
                      with respect to the business of any other party or
                      its affiliates shall be used or disclosed to any
                      third party, unless required by law; and

             (iii)    the rights and obligations of the parties hereto
                      under this Agreement shall terminate (other than the
                       provisions of this Section 9.1 and the treatment of
                      the Deposit under Section 9.1(a)) and there shall be
                      no liability of any party hereto to any other party
                      hereunder and each party hereto shall bear its own
                      expenses incurred in connection with the negotiation,
                      preparation, execution and performance of this
                      Agreement; provided that the foregoing shall not
                      relieve any party of liability for damages actually
                      incurred by any other party as a result of any breach
                      of this Agreement resulting from act or omission of
                      the party permitting, causing or committing such
                      breach.

       (c)   Standby Obligation.  Notwithstanding the approval of a sale
             ------------------
             approval order naming a party other than Buyer as the winning
             bidder at the Auction, Buyer shall, to the extent that Buyer is the
             second highest bidder at the Auction, remain committed to
             consummate the transactions contemplated hereby for a period of
             thirty (30) days following entry of such order by the Bankruptcy
             Court. If Seller, at its sole election, delivers notice to Buyer,
             within fifteen (15) days after the date of entry of the third party
             sale approval order, that the third party transaction will not be
             consummated and that Seller intends to consummate the transactions
             contemplated hereby, Buyer shall take all actions required in this
             Agreement to complete the purchase of the Stock on a Business Day
             within ten (10) days following such notification, as if Buyer had
             been the winning bidder at the Auction and the Sale Approval Order
             had been originally entered.

<PAGE>

                                                                     Exhibit 2.3

9.2    Bankruptcy Matters.
       -------------------

(a)    Appeals; Reconsiderations. In the event an appeal is taken, or a stay
       -------------------------
       pending appeal is requested or reconsideration is sought, from the Sale
       Approval Order, the Seller will immediately notify the Buyer of such
       appear or stay request and will provide to the Buyer, within two (2)
       Business Days, a copy of the related notice of appeal or order of stay
       or application for reconsideration. The Seller will also provide the
       Buyer with a written notice and copies of any other or further notice
       of appeal, motion or application filed in connection with any appeal
       from, or application for reconsideration of, any of such orders and any
       related briefs.

(b)    Notices. Seller will notify, as is required by the Bankruptcy Code and
       --------
       reasonably requested by the Buyer, all parties entitled to notice of
       all motions, notices and orders required to consummate the transactions
       contemplated hereby, including, without limitation, the Sale Approval
       Order, as modified by orders in respect of notice which may be issued
       at any time and from time to time by the Bankruptcy Court.

9.3    Assignment; Successors. Neither this Agreement nor any of the rights or
       -----------------------
       obligations hereunder may be assigned by any party without the prior
       written consent of all other parties to this Agreement. Subject to the
       foregoing, this Agreement shall be binding upon and inure to the
       benefit of the parties hereto and their respective representatives,
       heirs, legatees, successors and permitted assigns, including without
       limitation any Chapter 11 or Chapter 7 trustee appointed in the
       Bankruptcy Case, and no other Person shall have any right, benefit or
       obligation hereunder.

9.4    Notices. All notices, requests, demands and other communications which
       --------
       are required or may be given under this Agreement shall be in writing
       and shall be deemed to have been duly given when received if personally
       delivered; when transmitted if transmitted by telecopy, upon receipt of
       telephonic confirmation; the day after it is sent, if sent for next day
       delivery to a domestic address by recognised overnight delivery service
       (including Federal Express); and upon receipt, if sent by certified or
       registered mail, return receipt requested. In each case notice shall be
       sent to:

       If to Seller, addressed to:                 Robert Elliott, President
                                                   Aerovox Incorporated
                                                   167 John Vertente Blvd
                                                   New Bedford, MA 02745-1221

                                                   Phone: (508) 910-3100
                                                   Fax. (508) 910-3179

       with a copy to:                             Harold B. Murphy, Esq.
                                                   Hanify & King, P.C.
                                                   One Federal Street
                                                   Boston, MA 02110

<PAGE>

                                                                     Exhibit 2.3

                                           Phone: (617) 423-0400
                                           Fax: (617) 556-8985

       If to Buyer, addressed to:          Harri Launonen, President
                                           Evox Rifa Group Oyj
                                           Stella Business Park
                                           Lars Sonckin kaari 16
                                           FIN - 02600 Espoo
                                           Finland

                                           Phone: (358) 9 5406 5000
                                           Fax: (358) 9 5406 5010

       with a copy to:                     Peter Finlay, Esq.
                                           White & Case
                                           7-11 Moorgate
                                           London  EC2R 6HH
                                           United Kingdom

                                           Phone: +44 (0)20 7600 7300
                                           Fax:  +44 (0)20 7600 7030

       or to such other place and with such other copies as either party may
       designate as to itself by written notice to the others.

9.5    Choice of Law; Jurisdiction. This Agreement shall be construed and
       ----------------------------
       interpreted, and the rights of the parties determined in accordance
       with, the laws of the Commonwealth of Massachusetts (without regard to
       its conflicts of laws principles). Each party irrevocably consents to
       the service of any and all process in any action or proceeding arising
       out of or relating to this Agreement by the transmitting of copies of
       such process to each party at its address specified in Section 9.4 in a
       manner provided for in Section 9.4. The parties hereto irrevocably
       submit to the exclusive jurisdiction of the Bankruptcy Court (or any
       court exercising appellate jurisdiction over the Bankruptcy Court) over
       any dispute arising out of or relating to this Agreement and any other
       agreement or instrument contemplated hereby or entered into in
       connection herewith, or any of the transactions contemplated hereby or
       thereby and any such dispute shall be deemed to have arisen in the
       Commonwealth of Massachusetts. Each party hereby irrevocably agrees
       that all claims in respect of such dispute or proceeding may be heard
       and determined in such courts. The parties hereby irrevocably waive, to
       the fullest extent permitted by applicable law, any objection which
       they may now or hereafter have to the laying of venue of any such
       dispute brought in such court or any defense of inconvenient forum in
       connection therewith.

9.6    Entire Agreement; Amendments and Waivers.  This Agreement, together with
       -----------------------------------------
       all exhibits hereto, constitutes the entire agreement among the parties
       pertaining to the

<PAGE>

                                                                     Exhibit 2.3

         subject matter hereof and supersedes all prior agreements,
         understandings, negotiations and discussions, whether oral or written,
         of the parties. No amendment, supplement, modification or waiver of
         this Agreement shall be binding unless executed in writing by on or
         behalf of the party to be bound thereby. No waiver of any of the
         provisions of this Agreement shall be deemed or shall constitute a
         waiver of any other provision hereof (whether or not similar), nor
         shall such waiver constitute a continuing waiver unless otherwise
         expressly provided.

9.7      Construction. The headings and captions of the various Articles and
         -------------
         Sections of this Agreement have been inserted solely for purposes of
         convenience, are not part of this Agreement, and shall not be deemed in
         any manner to modify, explain, expand or restrict any of the provisions
         of this Agreement. All Exhibits and Schedules attached are made a part
         hereof. All terms defined herein shall have the same meaning in the
         exhibits, except as otherwise provided therein. The terms "hereby",
         "hereof", "hereto", "hereunder" and any similar terms as used in this
         Agreement, refer to this Agreement in its entirety and not only to the
         particular portion of this Agreement where the term is used. Whenever
         in this Agreement provision is made for the payment of attorneys' fees,
         such provision shall be deemed to mean reasonable attorneys' fees and
         paralegals' fees. The term "including" when used herein shall mean
         "including, without limitation." Wherever in this Agreement the
         singular number is used, the same shall include the plural, and the
         masculine gender shall include the feminine and neuter genders, and
         vice versa, as the context shall require.

9.8      Third Party Beneficiaries.  No Person other than the parties hereto,
         -------------------------
         shall have any rights or claims under this Agreement.

9.9      No Waiver. The failure of either party hereto to seek redress for any
         ---------
         breach, or to insist upon the strict performance, of any covenant or
         condition of the Agreement by the other shall not be, or be deemed to
         be, a waiver of the breach or failure to perform nor prevent a
         subsequent act or omission in violation of, or not strictly complying
         with, the terms hereof from constituting a default hereunder.

9.10     Multiple Counterparts.  This Agreement may be executed in one or more
         ---------------------
         counterparts, each of which shall be deemed anoriginal, but all of
         which together shall constitute one and the same instrument.

9.11     Invalidity. In the event that any one or more of the provisions, or any
         ----------
         portion thereof, contained in this Agreement or in any other instrument
         referred to herein, shall, for any reason, be held to be invalid,
         illegal or unenforceable in any respect, then such provision shall
         remain valid and enforceable to the maximum extent permitted by law.
         Such invalidity, illegality or unenforceability shall not affect any
         other provision, or any portion thereof, of this Agreement or any other
         such instrument.

9.12     Publicity. No party shall issue any press release or make any public
         ---------
         statement regarding the transactions contemplated hereby, without the
         prior approval of the other party; provided that nothing herein shall
         be deemed to prohibit any party from making any

<PAGE>

                                                                     Exhibit 2.3

         disclosure which its counsel deems necessary in order to fulfill such
         Seller's disclosure or notice obligations imposed by law or rules of
         any stock exchange on which such party's securities are listed and/or
         traded.

9.13     Cumulative Remedies. All rights and remedies of either party hereto are
         -------------------
         cumulative of each other and of every other right or remedy such party
         may otherwise have at law or in equity, and the exercise of one or more
         rights or remedies shall not prejudice or impair the concurrent or
         subsequent exercise of other rights or remedies.

9.14     Representation by Counsel; Mutual Negotiation. Each party has been
         -------------------------
         represented by counsel of its choice in negotiating this Agreement.
         This Agreement shall therefore be deemed to have been negotiated and
         prepared at the joint request, direction and construction of the
         parties, at arm's-length with the advice and participation of counsel,
         and will be interpreted in accordance with its terms without favor to
         any party.

<PAGE>

                                                                     Exhibit 2.3
Schedule 1

                                   Warranties

1.       The Acquired Subsidiary

1.1      The particulars of the Acquired Subsidiary set out in the recitals to
         this Agreement are true and complete.

1.2      Share capital

         The Stock constitutes the whole of the issued share capital of the
         Acquired Subsidiary. At the Closing Date, there will be no Encumbrance
         or any form of agreement (including conversion rights and rights of
         pre-emption) on, over or affecting the Stock or any unissued Stock,
         debentures or other securities of the Acquired Subsidiary and there is
         no agreement or commitment to give or create any of the foregoing. No
         claim has been made by any person to be entitled to any of the
         foregoing and no person has the right (exercisable now or in the future
         and whether contingent or not) to call for the issue of any share or
         loan capital of the Acquired Subsidiary under any of the foregoing.

2.       Accounts

2.1      The unaudited financial statements for the year ended 31 December, 2000
         and the management accounts for the year ended on the Balance Sheet
         Date of the Acquired Subsidiary:

         (a)      were prepared in accordance with accountancy practices
                  generally accepted in the United Kingdom at the time they were
                  audited and commonly adopted by companies carrying on
                  businesses similar to those carried on by the Acquired
                  Subsidiary;

         (b)      are not affected by any unusual or non-recurring item;

         (c)      showed a true and fair view of the state of affairs of the
                  Acquired Subsidiary as at each accounting reference date.

2.2      At the Balance Sheet Date, the Acquired Subsidiary had no liability
         (whether actual, contingent, unquantified or disputed) or outstanding
         capital commitment which is not adequately disclosed or provided for in
         the accounts of the Acquired Subsidiary.

2.3      The accounting records of the Acquired Subsidiary have been kept on a
         proper and consistent basis (no change in the methods or bases of
         valuation or accountancy treatment having been made since 31 December,
         1999), are up-to-date and contain complete and accurate details of the
         business activities of the Acquired Subsidiary concerned and of all
         matters required by the Act to be entered in them.

<PAGE>

                                                                     Exhibit 2.3

3.       Post-Balance Sheet Date events

3.1      Since the Balance Sheet Date the Acquired Subsidiary:

         (a)      has carried on the Business in the ordinary and usual course
                  and without entering into any transaction, assuming any
                  liability or making any payment not provided for in the
                  audited financial statements or management accounts of the
                  Acquired Subsidiary which is not in the ordinary course of
                  business and without any interruption or alteration in the
                  nature, scope or manner of its business and nothing has been
                  done which would be likely to prejudice the interests of the
                  Buyer as a prospective purchaser of the Stock;

         (b)      has not experienced any deterioration in its financial
                  position or prospects or turnover or suffered any diminution
                  of its assets by the wrongful act of any person or by any
                  abnormal factor not affecting similar businesses to a like
                  extent and there are no facts which are likely to give rise to
                  any such effects;

         (c)      has not acquired or disposed of or agreed to acquire or
                  dispose of any assets or assumed or incurred or agreed to
                  assume or incur any liabilities (actual or contingent)
                  otherwise than in the ordinary course of business;

         (d)      has not declared, made or paid any dividend, bonus or other
                  distribution of capital or income (whether a qualifying
                  distribution or otherwise) and (excluding fluctuations in
                  overdrawn current accounts with bankers) no loan or loan
                  capital of the Acquired Subsidiary has been repaid in whole or
                  in part or has become due or is liable to be declared due by
                  reason of either service of a notice or lapse of time or
                  otherwise howsoever;

         (e)      has not made any change to the remuneration, terms of
                  employment, emoluments or pension benefits of any present or
                  former director, officer or employee of the Acquired
                  Subsidiary who, on the Balance Sheet Date, was entitled to
                  remuneration in excess of (Pound)35,000 per annum and has not
                  appointed or employed any additional director, officer or
                  employee entitled as aforesaid;

         (f)      has not entered into contracts involving capital expenditure
                  in an amount exceeding (Pound)50,000 in the aggregate;

         (g)      has not become aware that any event has occurred which would
                  entitle any third party to terminate any material contract or
                  any benefit enjoyed by it or call in any money before the
                  normal due date therefor;

         (h)      has paid its creditors within the times agreed with such
                  creditors and does not have any debts outstanding which are
                  overdue for payment by more than four weeks; and

         (i)      (including any class of its members) has not passed any
                  resolution whether in general meeting or otherwise.

<PAGE>

                                                                     Exhibit 2.3

3.2      Options and Guarantees

         (a)      The Acquired Subsidiary is not responsible for the
                  indebtedness of any other person nor party to any option or
                  pre-emption right or any guarantee, suretyship or any other
                  obligation (whatever called) to pay, purchase or provide funds
                  (whether by the advance of money, the purchase of or
                  subscription for Stock or other securities or the purchase of
                  assets or services or otherwise) for the payment of, or as an
                  indemnity against the consequence of default in the payment
                  of, any indebtedness of any other person.

         (b)      No person other than the Acquired Subsidiary has given any
                  guarantee of or security for any overdraft, loan or loan
                  facility granted to the Acquired Subsidiary.

4.       The Properties

4.1      Statutory compliance/environmental issues

         (a)      The Acquired Subsidiary is not in breach of and has not
                  received notice of and is not aware of any allegation of
                  breach of the requirements of:

                       the Shops Act 1950 and 1965
                       the Clean Air Act 1993
                       the Construction (Design and Management) Regulations 1995
                       the Radioactive Substances Act 1960
                       the Factories Act 1961
                       the Offices Shops and Railway Premises Act 1963
                       the Fire Precautions Act 1971
                       the Health and Safety at Work etc Act 1974
                       the Control of Pollution Act 1974
                       the Food and Environmental Protection Act 1985
                       the Planning (Hazardous Substances) Act 1990
                       the Environmental Protection Act 1990
                       the Water Resources Act 1991
                       the Water Industry Act 1991 or
                       the Public Health Acts

                  or other legislation concerning health, safety or
                  environmental matters or any regulations, orders, notices or
                  directions made under any of such legislation which in any
                  such case affect any of the Properties or any property in the
                  vicinity thereof or anything due thereon.

         (b)      Where required a fire certificate has been issued in respect
                  of each of the Properties and each of the Properties complies
                  in all respects with current fire regulations and the current
                  requirements of the insurers of the Properties.

<PAGE>

                                                                     Exhibit 2.3

4.2      Condition and Repair

         (a)      There are (and there have been) no structural or other defects
                  in respect of the buildings and structures on or comprising
                  any of the Properties and all such buildings and structures
                  are in good and substantial repair and condition.

         (b)      So far as the Seller is aware, there are no latent or patent
                  defects in the buildings and structures on or comprising the
                  Properties and in the construction of the buildings and its
                  structures on or comprising the Properties or any alterations
                  thereto none of the following materials were used:

                  (i)      high alumina cement in structural elements;

                  (ii)     wood wool slabs in permanent formwork to concrete or
                           in structural elements;

                  (iii)    calcium chloride in admixtures for use in reinforced
                           concrete;

                  (iv)     asbestos or asbestos containing products as defined
                           in the Asbestos Regulations 1969 and 1987;

                  (v)      naturally occurring aggregates for use in reinforced
                           concrete which do not comply with British Standard
                           Specification 882: 1983 and naturally occurring
                           aggregates for use in concrete which do not comply
                           with the provisions of British Standard Specification
                           8110: 1985;

                  (vi)     urea formaldehyde foam or materials which may release
                           formaldehyde in quantities which may be hazardous
                           with reference to the limits set from time to time by
                           the Health and Safety Executive;

                  (vii)    materials which are generally comprised of mineral
                           fibres either man-made or naturally occurring which
                           have a diameter of 3 microns or less or which contain
                           fibre not sealed or otherwise stabilised to ensure
                           that fibre migration is prevented; or

                  (viii)   any other materials not in accordance with good
                           design standards and good building practice at the
                           time of construction of any such buildings.

5.       Section deleted at Sale Hearing

6.       Insurance

         Particulars of all policies of insurance of the Acquired Subsidiary now
         in force have been fully and accurately disclosed prior to the date of
         this Agreement and such particulars are true and correct and all
         premiums due on such policies have been duly paid and all such policies
         are valid and in force. Save as fully and accurately disclosed prior to
         the date of

<PAGE>

                                                                     Exhibit 2.3

         this Agreement, there is no claim outstanding under any such policies
         and there are no circumstances likely to give rise to a claim.

7.       Trading

7.1      Delegation of powers

         There are in force no powers of attorney given by the Acquired
         Subsidiary other than to the holder of an encumbrance solely to
         facilitate its enforcement nor any other authority (express, implied or
         ostensible) given by the Acquired Subsidiary to any person to enter
         into any contract or commitment or do anything on its behalf other than
         any authority of employees to enter into routine trading contracts in
         the normal course of their duties.

7.3      Guarantees and warranties

         The Acquired Subsidiary has not given any guarantee or warranty or made
         any representation in respect of articles of Inventory or Products,
         sold or contracted to be sold by it, save for any warranty or guarantee
         implied by law and (save as aforesaid) has not accepted any liability
         or obligation to service, maintain, repair, take back or otherwise do
         or not do anything in respect of any articles or Inventory or Products
         that would apply after any such article or Inventory or Products has
         been delivered by it.

8.       Contracts

8.1      Onerous contracts

         There are no long term contracts (i.e. contracts not terminable by the
         Acquired Subsidiary without penalty on three months' notice or less) or
         onerous or unusual or abnormal contracts (i.e. contracts for capital
         commitments or contracts differing from those necessitated by the
         ordinary course of business) binding upon the Acquired Subsidiary, nor
         is the Acquired Subsidiary a party to any contract which contains any
         onerous or other provision material for disclosure to an intending
         Buyer of the Stock and no expenses or liabilities have been incurred
         before the date of this Agreement by the Acquired Subsidiary otherwise
         than for the purpose of the Business.

8.2      Material contracts

         All contracts to which the Acquired Subsidiary is a party as are
         necessary or desirable to the Business now being conducted have been
         fully and accurately disclosed prior to the date of this Agreement and
         the Acquired Subsidiary is not a party to or subject to any agreement,
         transaction, obligation, commitment, understanding, arrangement or
         liability which:

         (a) is incapable of complete  performance  in accordance  with its
             terms within six months after the date on which it was entered into
             or undertaken;

<PAGE>

                                                                     Exhibit 2.3

         (b)      is known by the Seller or by the Acquired Subsidiary to be
                  likely to result in a loss to the Acquired Subsidiary on
                  completion of performance;

         (c)      cannot readily be fulfilled or performed by the Acquired
                  Subsidiary on time and without undue or unusual expenditure of
                  money and effort;

         (d)      involves or is likely to involve obligations, restrictions,
                  expenditure or receipts of an unusual, onerous or exceptional
                  nature and not in the ordinary course of business;

         (e)      other than Intercompany Payables, requires an aggregate
                  consideration payable by the Acquired Subsidiary in excess
                  of(pound)50,000 per annum;

         (f)      involves or is likely to involve the supply of goods by or to
                  the Acquired Subsidiary the aggregate sales value of which
                  will represent in excess of 5% of the turnover of the Acquired
                  Subsidiary for the year ended on the Balance Sheet Date;

         (g)      is a contract for services (other than contracts for the
                  supply of electricity or normal office services);

         (h)      requires the Acquired Subsidiary to pay any commission,
                  finder's fee, royalty or the like; or

         (i)      is in any way otherwise than in the ordinary and proper course
                  of the Business.

9.       Directors, Workers and Employees

9.1      Particulars of Workers

         The particulars of all Workers have been fully and accurately disclosed
         prior to the date of this Agreement.

9.2      Remuneration and Benefits

         The particulars of all Workers have been fully and accurately disclosed
         prior to the date of this Agreement show all remuneration and other
         benefits:

         (a)      actually provided; or

         (b)      which the Acquired Subsidiary is bound to provide (whether
                  now or in the future)

         to each Worker and are true and complete and include particulars of
         (and details of) participation in all profit sharing, incentive, bonus,
         commission, share option, medical, permanent health insurance,
         directors' and officers' insurance, travel, car, redundancy and other
         benefit schemes, arrangements and understandings operated for all or
         any Workers or former Workers of the Acquired Subsidiary or their
         dependants whether legally binding on the Acquired Subsidiary or not.

<PAGE>

                                                                     Exhibit 2.3

9.3      Terms and Conditions

         (a)      Copies of all the standard terms and conditions, staff
                  handbooks and policies which apply to Workers and identifies
                  which terms and conditions apply to each Worker have been
                  fully and accurately disclosed prior to the date of this
                  Agreement.

         (b)      There are no terms and conditions in any contract with any
                  Worker pursuant to which such person will be entitled to
                  receive any payment or benefit or such person's rights will
                  change as a direct consequence of the transaction contemplated
                  by this agreement.

9.4      Notice of Termination, Leave of Absence and Outstanding Offers

         (a)      No Worker  earning a basic  salary in excess of(pound)20,000
                  per annum has given or  received  notice to  terminate  his
                  employment or engagement.

         (b)      Save as fully and accurately disclosed prior to the date of
                  this Agreement there are no Workers who are on secondment,
                  maternity leave or absent on grounds of disability or other
                  leave of absence (other than normal holidays or absence of no
                  more than one week due to illness).

         (c)      There are no outstanding offers of employment or engagement by
                  the Acquired Subsidiary and no person has accepted such an
                  offer but not yet taken up the position accepted.

         (d)      Save as fully and accurately disclosed prior to the date of
                  this Agreement in relation to the seven Workers on long term
                  sick leave the Acquired Subsidiary is not due or liable to pay
                  these seven Workers any monies or other benefit.

9.5      Payment up to Completion

         All salaries, wages and fees and other benefits of all Workers have, to
         the extent due, been paid or discharged in full together with all
         related payments to third party benefit providers or relevant
         authorities.

9.6      Claims by Workers

         No past or present Worker or any worker of a predecessor in business
         has any claim or right of action against the Acquired Subsidiary
         including any claim:

         (a)      in respect of any accident or injury which is not fully
                  covered by insurance; or

         (b)      for breach of any contract of services or for services; or

<PAGE>

                                                                     Exhibit 2.3

         (c)      for loss of office or arising out of or connected with the
                  termination of his office or employment and no event or
                  inaction has occurred which could or might give rise to any
                  such claim.

9.7      Redundancy and short time working

         (a)      Full and accurate details have been disclosed prior to the
                  date of this Agreement of any redundancy payment (whether
                  pursuant to a redundancy scheme or formula or policy or
                  otherwise whether contractual or discretionary) the Acquired
                  Subsidiary has made in excess of the statutory redundancy
                  entitlement to any Worker or former Worker in the last 5
                  years, and there is no provision in any occupational pension
                  scheme in which Workers participate which provides enhanced
                  benefits on redundancy.

         (b)      Full and accurate details have been disclosed prior to the
                  date of this Agreement of the short time working arrangements
                  in place at the Acquired Subsidiary.

<PAGE>

                                                                     Exhibit 2.3

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed under seal on their respective behalf, by their respective duly
authorised officers, all as of the day and year first above written.

SELLER:                                              BUYER:

Aerovox, Inc.                                        Evox Rifa AB
a Delaware corporation                               a Swedish corporation

By:/S/ ROBERT D. ELLIOTT                             By:/S/ HARRI LAUNONEN
------------------------                             ---------------------
Name:  Robert D. Elliott                             Name:  Harri Launonen
Title:  President and CEO                            Title: President
Duly authorised:                                     Duly authorised:

