<SUBMISSION>
<ACCESSION-NUMBER>0000927016-02-003633
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20020628
<ITEMS>2
<ITEMS>7
<FILING-DATE>20020715
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AEROVOX INC
<CIK>0000856164
<ASSIGNED-SIC>3620
<IRS-NUMBER>760254329
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0102
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-18018
<FILM-NUMBER>02702721
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>740 BELLEVILLE AVE
<CITY>NEW BEDFORD
<STATE>MA
<ZIP>02745-6194
<PHONE>5089949661
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>740 BELLEVILLE AVE
<CITY>NEW BEDFORD
<STATE>MA
<ZIP>02745-6194
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 8-K

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


 Date of Report (Date of earliest event reported)            June 28, 2002


                            Commission File #0-18018


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




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




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

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

<PAGE>

ITEM  2.  DISPOSITION OF ASSETS

On June 28, 2002, pursuant to an auction held in the U.S. Bankruptcy Court for
the District of Massachusetts, Eastern Division on June 4, 2002, Aerovox
Incorporated ("the Company") sold the Mexico City operation of its Aerovox de
Mexico subsidiary to Nueva Generacion Manufacturas S.A. de C.V. ("NGM").

The winning bid awarded to NGM totaled $2.6 million, which was paid in cash. The
assets sold included all inventory, machinery, equipment, accounts receivable,
prepaid expenses, information technology systems, agreements, intellectual
property, customer data and marketing materials pertaining to the Mexico City
operation. The cash proceeds from the sale will be used to satisfy a portion of
the amounts owed to the Company's creditors.

It is management's opinion that the proceeds from this sale of assets combined
with the proceeds from the completed sale of the shares of BHC Aerovox Ltd. on
May 3, 2002 will not satisfy the Company's debts owed to its secured and
unsecured creditors; therefore, a return of proceeds to the Company's
shareholders is not anticipated.

A copy of the Bankruptcy Court order, dated June 7, 2002, authorizing the
transaction between the Company and NGM, is attached as Exhibit 2.1 to this Form
8-K. The Purchase Agreement dated April 18, 2002 between the Company and NGM is
attached as Exhibit 2.2 to this Form 8-K.

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

   Exhibit
   -------
     No.                             Description
     --                              -----------
     2.1    Bankruptcy Court order dated June 7, 2002, authorizing the sale of
            the Mexico City operation of Aerovox de Mexico S.A. de C.V. to Nueva
            Generacion Manufacturas S.A. de C.V.

     2.2    Agreement Regarding Purchase of Certain Assets From Aerovox
            Incorporated and Aerovox de Mexico dated April 18, 2002 between
            Aerovox Incorporated and Nueva Generacion Manufacturas S.A. de C.V.

SIGNATURE

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

                                       AEROVOX INCORPORATED


DATE  July 15, 2002                    BY /S/ F. RANDAL HUNT
                                       ---------------------
                                       F. Randal Hunt, Senior Vice President and
                                       Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>3
<FILENAME>dex21.txt
<DESCRIPTION>BANKRUPTCY COURT ORDER DTD 06/07/02
<TEXT>
<PAGE>

                                                                     Exhibit 2.1

                         UNITED STATES BANKRUPTCY COURT
                            DISTRICT OF MASSACHUSETTS

-----------------------------
In re:                                Chapter 11

AEROVOX INCORPORATED                  Case No. 01-14680 (JNF)

Debtor.


----------------------------

              ORDER PURSUANT TO SECTIONS 105(a), 363 AND 365 OF THE
              BANKRUPTCY CODE (i) AUTHORIZING THE DEBTOR'S SALE OF
          CERTAIN ASSETS FREE AND CLEAR OF LIENS, CLAIMS AND INTERESTS;
          (ii) APPROVING THE TERMS AND CONDITIONS OF AN ASSET PURCHASE
                 AGREEMENT WITH NUEVA GENERACION MANUFACTURAS;
           AND (iii) AUTHORIZING THE CONSUMMATION OF THE TRANSACTIONS
                             CONTEMPLATED IN THE ASSET PURCHASE AGREEMENT (NUEVA
                            GENERACION MANUFACTURAS)

       A hearing having been held on June 4, 2002 (the "Sale Hearing"), to
consider the motion ("Sale Motion") of Aerovox Incorporated, the above captioned
debtor and debtor in possession (the "Debtor") for entry of an order approving
the sale to Nueva Generacion Manufacturas (the "Buyer") of certain assets
("Assets") of the Debtor and Aerovox de Mexico specified in the Agreement
Regarding Purchase of Certain Assets from Aerovox Incorporated and Aerovox de
Mexico1 dated as of April 18, 2002 entered into among the Debtor, Aerovox de
Mexico, and the Buyer (the "Asset Purchase Agreement"); The Sale Motion
providing that the sale of the Assets of the Debtor shall be free and clear of
all encumbrances, liens, interests, and claims pursuant to section 363 of title
11 of the United States Code (the "Bankruptcy Code"), with such encumbrances to
attach to the proceeds of sale, in accordance with the terms and conditions of
that certain Asset Purchase Agreement attached hereto as Exhibit A; and the
Court having entered an Order, dated April 30, 2002 (the "Bid Procedures
Order"), authorizing the

______________________

1      Unless otherwise defined herein, all capitalized terms herein shall have
       the meanings ascribed to such terms in the Asset Purchase Agreement.

<PAGE>

Debtor to conduct, and approving the terms and conditions of, an auction (the
"Auction") to consider higher and better offers ("Competing Offers") for the
Assets, establishing dates for the Auction and the hearing on the sale of the
Assets (the "Sale Hearing"), and approving the procedures for the submission of
Competing Offers; and the Auction having been held on June 4, 2002 upon notice
given in accordance with and procedures approved in the Bid Procedures Order;
and Buyer having submitted the highest and best offer for the Assets (the
"Buyer's Offer"); and the Court having jurisdiction to consider the Sale Motion
and the relief requested therein in accordance with 28 U.S.C. (S)(S)157(b)(2)
and 1334, and consideration of the Sale Motion, the relief requested therein,
and the responses thereto, if any, being a core proceeding in accordance with 28
U.S.C. (S)157(b); and the appearances of all interested parties and all
responses and objections to the Sale Motion, if any, having been duly noted in
the record of the Sale Hearing; and upon the record of the Sale Hearing, the
Sale Motion, said responses and objections, if any; and after due deliberation
and sufficient cause appearing therefor,

            the Court hereby FINDS, DETERMINES, AND CONCLUDES THAT:

            A. The findings and conclusions set forth herein constitute the
Court's findings of fact and conclusions of law pursuant to Fed. R. Bankr. Proc.
7052, made applicable to this proceeding pursuant to Fed. R. Bankr. Proc. 9014.

            B. To the extent any of the following findings of fact constitute
conclusions of law, they are adopted as such. To the extent any of the following
conclusions of law constitute findings of fact, they are adopted as such.

            C. Capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed thereto in the Asset Purchase Agreement.

<PAGE>

          D. Notice of the Sale Motion, the Auction and the Sale Hearing has
been given in accordance with Fed. R. Bankr. Proc. 2002 and 6004 and the Bid
Procedures Order. The foregoing notice constitutes good and sufficient notice of
the Sale Motion, the Auction, and the Sale Hearing, and no other or further
notice of the Sale Motion, the Auction, the Sale Hearing or the entry of this
Order need be given.

          E. A reasonable opportunity has been afforded any interested party to
make a higher and better offer for the Assets.

          F. Emergent circumstances and sound business reasons exist for the
Debtor's sale of the Assets pursuant to the Asset Purchase Agreement and this
Order. Acceptance of the Buyer's Offer and entry into the Asset Purchase
Agreement and consummation of the transactions contemplated thereby constitute
the exercise by the Debtor of sound business judgment and such acts are in the
best interests of the Debtor, its estate, and its creditors.

          G. The terms and conditions of the Buyer's Offer as set forth in the
Asset Purchase Agreement represent the highest and best offer received by the
Debtor for the Assets.

          H. The Purchase Price to be realized by the Debtor pursuant to the
Asset Purchase Agreement is fair and reasonable.

          I. The transactions contemplated by the Asset Purchase Agreement are
undertaken by the Debtor 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 maximum protections available to good faith
purchasers provided in section 363(m) of the Bankruptcy Code.

<PAGE>

          J. A sale of the Assets of the Debtor other than free and clear of
liens, claims, interests, and encumbrances would impact adversely on the
Debtor's bankruptcy estate and would be of substantially less benefit to the
estate of the Debtor.

          K. The Assets owned by the Debtor are property of the Debtor's
bankruptcy estate and upon consummation of the Asset Purchase Agreement, Buyer
shall have good and marketable title to all of the Assets owned by the Debtor
free and clear of any and all competing claims, interests, liens, and
encumbrances.

          L. The Debtor is authorized and empowered to execute and deliver
documents on behalf of the Debtor's bankruptcy estate, and to perform acts on
behalf of the estate to consummate and perform the Debtor's obligations to sell
the Assets of the Debtor to Buyer, all without further order of the Court or
notice to any entity whatsoever.

          For all of the foregoing and after due deliberation, the Court ORDERS,
ADJUDGES, AND DECREES THAT, without the need for further notice or hearing:

          1.   The Sale Motion, the Buyer's Offer, the Asset Purchase Agreement,
and the collateral agreements and the transactions contemplated thereby are
hereby approved.

          2.   The Asset Purchase Agreement and collateral agreements
contemplated thereby constitute valid and binding agreements of the Debtor and
are enforceable against the Debtor, Aerovox de Mexico, and the Buyer in
accordance with their terms.

          3.   Pursuant to section 363(b) of the Bankruptcy Code, the Debtor has
the power and right to sell, assign, transfer, and deliver the Assets of the
Debtor to

<PAGE>

Buyer, and the Debtor is authorized and directed to sell the Assets of Debtor to
Buyer upon the terms and subject to the conditions set forth in the Asset
Purchase Agreement.

         4. The Debtor and its officers, directors and representatives are
hereby authorized, empowered, and directed to take all actions and execute all
documents and instruments that the Buyer deems necessary or appropriate to
implement and effectuate the transactions contemplated by the Asset Purchase
Agreement. All other Persons are directed to execute, deliver, file or record,
as applicable, any agreement, instrument or other document, and to take any
action deemed by the Debtor and the Buyer to be necessary or appropriate to
implement or otherwise effectuate the terms of this Order, the Asset Purchase
Agreement and the exhibits thereto, whether or not such agreement, instrument or
other document is specifically referred to in this Order, the Asset Purchase
Agreement or any exhibit thereto and without the need for further order of this
Court.

         5. Subject to the payment by Buyer to the Debtor pursuant to sections
363 and 365(a) of the Bankruptcy Code of the Purchase Price provided for in the
Asset Purchase Agreement, Buyer shall have good and marketable title to all of
the Assets owned by the Debtor free and clear of any and all competing claims,
interests, liens, and encumbrances

         6. Pursuant to section 363(f) of the Bankruptcy Code, the sale of the
Assets of the Debtor to Buyer shall be free and clear of all liens, claims,
interests, and encumbrances. Except as expressly provided otherwise in the Asset
Purchase Agreement, any and all encumbrances on the Assets of the Debtor shall
be transferred, affixed, and attached to the net proceeds of the sale, with the
same validity, priority, force, and effect as such encumbrances had upon the
Assets of the Debtor immediately prior to the Closing; provided

<PAGE>

however that the foregoing shall not relieve the Buyer of those liabilities
assumed under the Asset Purchase Agreement.

         7.  The sale of the Assets to Buyer under the Asset Purchase Agreement
will constitute transfers for reasonably equivalent value and fair consideration
under the Bankruptcy Code and applicable state law.

         8.  Buyer is hereby granted the maximum protections provided to a
good-faith purchaser under section 363(m) of the Bankruptcy Code.

         9.  All objections and responses concerning the Sale Motion are
resolved in accordance with the terms of this Order and as set forth in the
record of the Sale Hearing and to the extent any such objection or response was
not otherwise withdrawn, waived, or settled, they are and all reservations and
rights therein, are overruled and denied.

         10. Buyer has not assumed or otherwise become obligated for any of the
Seller's liabilities other than as set forth in the Asset Purchase Agreement,
and Buyer has not purchased any assets of the Seller other than the Assets.
Pursuant to sections 105(a) and 363 of the Bankruptcy Code, all Persons are
hereby enjoined from taking any action against Buyer to recover any claim (as
defined in section 101(5) of the Bankruptcy Code) which such Person has in
connection with the Assets and the sales transaction contemplated in the Sale
Motion, except for claims expressly assumed by Buyer under the Asset Purchase
Agreement.

         11. This Order shall be effective and enforceable immediately upon
entry and its provisions shall be self-executing, and the stay imposed by
Bankruptcy Rule 6006(d) shall not apply to the relief approved herein.

<PAGE>

         12. To the extent permitted by the Asset Purchase Agreement, this Court
shall retain jurisdiction to interpret and enforce the provisions of the Asset
Purchase Agreement, the Bid Procedures Order, and this Order and further to hear
and determine any and all disputes between the Debtor and/or the Buyer, as the
case may be; provided, however that in the event the Court abstains from
exercising or declines to exercise such jurisdiction or is without jurisdiction
with respect to the Asset Purchase Agreement, Bid Procedures Order, or this
Order, such abstention, refusal, or lack of jurisdiction shall have no effect
upon, and shall not control, prohibit, or limit the exercise of jurisdiction of
any other court having competent jurisdiction with respect to any such matter.

         13. The provisions of this Order are nonseverable and mutually
dependent. This Order shall supersede any order previously issued by this Court
that may be inconsistent herewith. In the event of a conflict between the
provisions of this Order and Asset Purchase Agreement, the provisions of the
Asset Purchase Agreement shall be determinative, except as to paragraph 16
herein.

         14. This Order shall inure to the benefit of and shall be binding upon
the Debtor, the Buyer and their respective successors and assigns, including but
not limited to any trustee, receiver, examiner or fiduciary that may be
appointed in connection with this case or any other or other case involving the
Debtor or its assets, whether under chapter 7 or chapter 11 of the Bankruptcy
Code or otherwise.

         15. In accordance with section 1146(c) of the Bankruptcy Code, the
making, delivery, filing or recording of any instruments of transfer to be
recorded in accordance with the terms of this Order, the Asset Purchase
Agreement and the exhibits thereto, shall not be taxed under any law imposing a
recording tax, stamp tax, transfer tax or similar tax.

<PAGE>

All filing and recording officers are hereby directed to accept for filing or
recording all instruments of transfer to be filed and recorded in accordance
with this Order, the Asset Purchase Agreement and the exhibits thereto, without
the payment of any such taxes. This Court retains jurisdiction to enforce the
foregoing direction, by contempt and otherwise.

         16. The Debtor and Aerovox de Mexico may extend the closing on the sale
to Buyer to a date and time contemporaneous with the closing on the sale of
assets of the Debtor to Parallax Power Components, LLC, provided that such
extension shall not extend beyond June 28, 2002.

                                               BY/S/HONORABLE JOAN N. FEENEY
                                               -----------------------------
                                               Honorable Joan N. Feeney
                                               United States Bankruptcy Judge

Dated:   Boston, MA
         June 7, 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.2
<SEQUENCE>4
<FILENAME>dex22.txt
<DESCRIPTION>AGREEMENT DTD 04/18/02
<TEXT>
<PAGE>

                                                                     Exhibit 2.2

               AGREEMENT REGARDING PURCHASE OF CERTAIN ASSETS FROM
                   AEROVOX INCORPORATED AND AEROVOX DE MEXICO

I.   PARTIES.

     A.  Buyer: Nueva Generacion Manufacturas S.A. de C.V., a Mexican
         corporation ("Buyer").

     B.  Sellers: Aerovox, Incorporated ("Aerovox") and Aerovox de Mexico, S.A.
         de C.V. ("Aerovox Mexico" and, together with Aerovox, the "Seller").

II.  ASSETS TO BE PURCHASED.

     A.  Subject to the terms and conditions hereof, Aerovox Mexico or Aerovox,
         as the case may be, shall sell and Buyer shall purchase, all right,
         title and interest of such parties in and to the following assets
         (collectively, the "Assets"):

             1. Aerovox Mexico Assets. Except for the "Excluded Assets" (as
                defined in Paragraph B of this Section II), all assets and
                properties owned by Aerovox Mexico at the time of "Closing" (as
                defined below) and located at its facility at Tezozomoc 239 y
                San Antonio, Atzcapotzalco, Mexico, D.F. 02760 (the "Mexico City
                Facility") (collectively, the "Aerovox Mexico Assets"),
                including, without limitation, all of the assets and properties
                located at the Mexico City Facility which are reflected on the
                "Initial Statement" (as defined in Section VII(B) below), or
                acquired by Aerovox Mexico subsequent to the date of the Initial
                Statement (the "Initial Statement Date") other than Excluded
                Assets and any assets or properties disposed of by Aerovox
                Mexico in the ordinary course of business after the Initial
                Statement Date. The Aerovox Mexico Assets shall include, without
                limitation, the following:

                   a) All inventory (including raw materials, work-in-process,
                      finished goods and other inventory items) owned by Aerovox
                      Mexico at Closing and located at the Mexico City Facility
                      (collectively, the "Mexico City Inventory");

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

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

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

<PAGE>

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

                   f) All of the customer agreements, sales representative
                      agreements, supply agreements, equipment leases, real
                      property leases, license agreements and other contracts
                      and agreements to which Aerovox Mexico is a party
                      identified on Exhibit A hereto;

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

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

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

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

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

                   b) The following machinery and equipment: (i) an Arcotronics
                      6-paper winding machine model # AVE263B and Serial No.
                      PM263.170C owned by Aerovox and located at the Juarez,
                      Mexico facility (Buyer shall be responsible for crating
                      and shipping such machine and for any associated expenses
                      and any taxes, duties or other fees and expenses imposed
                      or incurred related to the purchase of such machine); and
                      (ii) all machinery and equipment owned by Aerovox which is
                      leased by Aerovox to Aerovox Mexico and located at the
                      Mexico City Facility (collectively, together with the
                      machinery, equipment and other assets described in
                      Sections II(A)(1)(b) above, the "Equipment"), as well as
                      any and all warranty and other contract rights of Aerovox
                      with respect

<PAGE>

                      to any of the foregoing;

                   c) All of the equipment leases, license agreements and other
                      contracts and agreements to which Aerovox is a party
                      relating solely to the Mexico City Operations and
                      identified on Exhibit B hereto, said Exhibit to be
                      completed, agreed upon by the parties and attached hereto
                      on or before April 26, 2002 (collectively, together with
                      the contracts and agreements listed on Exhibit A hereto,
                      the "Acquired Contracts");

                   d) All patents, patent applications, trade secrets,
                      technology, know-how, inventions, processes, technical
                      information and data, tools and dies, designs, plans,
                      drawings, diagrams, schematics and other proprietary
                      information and intellectual property owned by Aerovox and
                      used solely in the production of those products produced
                      at the Mexico City Facility which are not produced at any
                      other manufacturing facility owned by Seller or its
                      subsidiaries or affiliates (with any transfer or
                      documentation costs or expenses related to such transfer
                      to be paid by Buyer); and

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

B.    Notwithstanding the foregoing, the Assets shall not include any of the
      following (collectively, the "Excluded Assets"): (a) any and all assets of
      Aerovox which arespecifically listed in Section II(A)(2), (b) cash and
      cash equivalents of Aerovox Mexico; (b) all rights of Aerovox Mexico to or
      claims for refunds or rebates of any taxes (including, without limitation,
      any such matters related to Value Added Tax, i.e. IVA) for any period
      prior to the Closing Date, and the benefit of net operating loss
      carryforwards, carrybacks or other credits of Seller relating to any such
      period (collectively, the "Recoverable Tax Assets"); (c) any and all
      assets of Seller located at the Juarez, Mexico facility (except for the
      winding machine specifically referenced above), (d) all intercompany
      accounts or notes receivable (e) all insurance claims and policies of
      Seller relating to the Mexico City Operations, (f) any rights of the
      Seller under any contract or agreement which is not an Acquired Contract,
      and (g) any and all trademarks, service marks, product names, trade names
      of Seller other than the CGE trademark, whether or not related to the
      Mexico City Operations, including, without limitation., "CGE Aerovox",
      "Aerovox", "Aeromet", Supermet", "Blue Mike" or any combination or
      derivation thereof.

C.    The Buyer agrees and acknowledges that (a) the Buyer's decision to proceed
      with the transactions contemplated by this Agreement is based upon the
      Buyer's own inspection and investigation of the Assets and the business of
      Seller; (b) the Buyer is familiar with the Assets and the business of
      Seller and has been afforded the full

<PAGE>

           opportunity, to the extent it desired to do so, to fully inspect and
           review (i) the books and records of Seller, (ii) the title to the
           Assets, (iii) such other operational and financial information as the
           Buyer has found appropriate including, without limitation, any
           survey, appraisal, environmental, engineering, sales, production or
           employment matters, and (c) the Buyer is satisfied with each of the
           foregoing matters, and will, at Closing, acquire the Assets without
           representation or warranty of any kind, express or implied. This
           provision shall survive the Closing or early termination of this
           Agreement.

III.       AGREEMENTS REGARDING THE CGE AEROVOX TRADEMARK.
         For a period of 12 months following the Closing, Buyer shall have a
         non-exclusive, fully paid right and license to use the CGE Aerovox
         trademark owned and to be retained by Seller in connection with the
         acquired business and in the manner in which such trademark is
         presently used. Seller agrees (A) that it will not assign sell or
         transfer the CGE Aerovox trademark to any person or entity, (B) that it
         will not, at any time after the Closing, use the CGE Aerovox trademark
         for any purpose or in any manner, and (C) that the restrictions set
         forth in this sentence shall survive the Closing and the expiration of
         the term of the license set forth in the preceding sentence
         indefinitely.

IV.      PURCHASE PRICE.

         A.   The purchase price for the Assets ("Purchase Price") shall be TWO
              MILLION, FIVE HUNDRED FIFTY THOUSAND DOLLARS ($2,550,000) (subject
              to adjustment as provided in Article VII below), in United States
              Dollars payable by wire transfer of immediately available funds as
              provided in Article VI below
         B.   At Closing, the cash portion of the Purchase Price shall be
              allocated between and among the Assets owned by Aerovox and
              between and among the Assets owned by Aerovox Mexico as provided
              on Exhibit C hereto.

  V.     ASSUMPTION OF LIABILITIES; PERMITTED ENCUMBRANCES.

         A.   At Closing, Buyer shall assume the following liabilities and
              obligations of Seller (collectively, the "Assumed Liabilities"):

                  1.   All liabilities and obligations of the Aerovox Mexico
                       (excluding intercompany liabilities and obligations and
                       liabilities for the payment of taxes) relating
                       exclusively to the Mexico City Operations arising prior
                       to the Closing of the transactions contemplated hereby;

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

                  3.   The obligations of Aerovox Mexico at Closing with respect
                       to that certain loan from Banco Bilbao Vizcaya ("BBV") to
                       Aerovox Mexico, S.A de C.V. in the original principal
                       amount of $1,000,000 (the "BBV Loan"); and

<PAGE>

                  4.   All liabilities of Aerovox Mexico for payroll and related
                       employee benefits in respect of any employee of the
                       Mexico City Operations relating to periods or for
                       services provided prior to the "Closing Date" (as defined
                       below), including, without limitation, any accrued and
                       unpaid vacation, bonuses, sick time, or personal time,
                       which in all cases shall be paid or afforded by Buyer to
                       such employees in the ordinary course of business,
                       provided, however, Aerovox Mexico shall remain
                       responsible for the payment obligations, if any, with
                       respect to employee profit sharing, as required by law
                       (i.e. PTU).

         B.   Buyer acknowledges and agrees that it is purchasing the Assets
              subject to the following liens, liabilities and encumbrances
              (collectively, the "Permitted Encumbrances"): (1) the terms of all
              Acquired Contracts and other Assumed Liabilities, and (2) all
              liens and security interests on those Assets being acquired from
              Seller existing as of the date hereof in favor of BBV which secure
              the BBV Loan.

         C.   Notwithstanding the foregoing, Buyer is not assuming, and shall
              not be liable or responsible for any of the following
              (collectively, the "Retained Liabilities"): (1) any intercompany
              liabilities of any nature, or (2) any liability or obligation of
              the Seller for the payment of taxes (except as provided in Section
              VI(D)); or (3) any liability of Seller which is covered by
              insurance; or (4) any other liability or obligation of Seller of
              any nature other than those expressly described in Section V(A) or
              V(B) above.

         D.   Buyer shall be solely responsible for payment of any and all Value
              Added Tax (i.e. IVA) and any duties (if any) payable to any
              governmental authority in connection with the sale of the Assets
              to the Buyer hereunder.

VI.           PAYMENT TERMS.

         A.   Upon execution of this Agreement, Buyer shall provide a deposit of
              $300,000 US Dollars (the "Deposit") to the law firm of Hanify &
              King, P.C., as escrow agent (the "Escrow Agent"), to be held in an
              interest bearing account by the Escrow Agent pending the Closing,
              and applied to the Purchase Price upon Closing or otherwise
              administered and distributed by the Escrow Agent in accordance
              with the provisions of the Escrow Agreement attached hereto as
              Exhibit D and hereby made a part hereof (the "Escrow Agreement").
              Failure on the part of Buyer to close in accordance with the terms
              of this Agreement as a result of Buyer's breach of such terms
              shall result in the Buyer forfeiting the deposit in full
              satisfaction of any claims Seller may have against Buyer resulting
              from Buyer's breach.

         B.   The balance of the cash portion of the Purchase Price ($2,250,000
              in US Dollars) shall be paid to Seller at Closing by wire transfer
              of immediately available funds in US Dollars.

         C.   Any amounts due from either party as a result of any "Purchase
              Price Adjustment" (as hereinafter defined) pursuant to Section VII
              below shall be payable in accordance with the provisions of
              Section VII(F) below.

<PAGE>

VII.      PURCHASE PRICE ADJUSTMENT.

     A.   For purposes of this Section VII, the following terms shall have the
          following meanings, and any reference to an amount shall be in US
          Dollars, converted at a rate of 9.1 Mexican Pesos to 1.00 US Dollar:

              (1) "Mexico City Working Capital" shall mean the total amount of
              Mexico City Assets less the total amount of Mexico City
              Liabilities.

              (2) "Mexico City Assets" shall mean the gross amount of accounts
              receivable (excluding intercompany receivables), the gross amount
              of Inventory (measured at the same unit costs as were in effect on
              February 23, 2002), the acquisition value of the Equipment and
              construction in progress, prepaid expenses and other current
              assets of the Mexico City Operations, but excluding cash and
              Recoverable Tax Assets.

              (3) "Mexico City Liabilities" shall mean all accounts payable and
              accrued expenses of the Mexico City Operations, incurred in the
              ordinary course of business of Aerovox Mexico, excluding
              intercompany accounts payable and liabilities for the payment of
              taxes.

     B.   Attached hereto as Exhibit E is an unaudited statement of the Mexico
          City Working Capital, as of February 23, 2002, prepared by Aerovox in
          accordance with generally accepted accounting principles consistently
          applied by Aerovox ("Initial Statement").

     C.   Within ten (10) business days after the Closing Date (which period may
          be extended by not more than five (5) additional business days by
          Aerovox by providing written notice to Buyer ) Aerovox shall prepare
          and deliver to Buyer an unaudited final statement of Mexico City
          Working Capital as of 12:01 a.m. on the Closing Date, prepared in a
          manner consistent with the methods employed by Aerovox in the
          preparation of the Initial Statement ("Final Statement").

     D.   Subject to the provisions of this Section, the Purchase Price will be
          increased or decreased (as the case may be) (the "Purchase Price
          Adjustment") as follows:

              (1) If the Mexico City Working Capital reflected on the Final
              Statement is greater than the Mexico City Working Capital
              reflected on the Initial Statement the Purchase Price shall be
              increased by an amount equal to such excess.

              (2) If the Mexico City Working Capital reflected on the Final
              Statement is less than the Mexico City Working Capital reflected
              on the Initial Statement the Purchase Price shall be decreased by
              an amount equal to such deficiency.

     E.   During the period between the Closing Date and the delivery of the
          Final Statement and any objection period, Buyer shall provide Aerovox
          with reasonable access to the books and records of the Mexico City
          Operations as may be necessary to complete

<PAGE>

          the Final Statement. Buyer shall have ten (10) business days following
          delivery of the Final Statement to (y) review the Final Statement and
          the business records with respect thereto and (z) deliver written
          objections, if any, in reasonable detail to Aerovox. If no written
          objections are delivered to Aerovox within said time period, the Final
          Statement shall be considered final and binding on the parties for all
          purposes. If written objections are so delivered by Buyer, the parties
          shall, for a period of ten (10) business days following delivery of
          Buyer's written objection attempt in good faith to resolve their
          differences with respect to such objections. Any resolution of such
          objections 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 frame, to mutually agree to
          extend the time allowed, or to resolve such objections within any
          extended period of time, the matter will be submitted to Aerovox's
          Bankruptcy Court for final and binding resolution.

     F.   When the terms of the Final Statement become final and binding on the
          parties the amount of the Purchase Price Adjustment shall be
          calculated and any amount due to a party shall be paid promptly by the
          appropriate party by wire transfer in immediately available US
          Dollars, but in no event later than ten (10) days after the Final
          Statement becomes final and binding on the parties.

     G.   During the period from the date hereof until the Closing Date, neither
          Enrique Sanchez Aldunate nor Aerovox shall cause Aerovox Mexico to (a)
          sell or otherwise remove (or cause to be sold or otherwise removed)
          from the Mexico City Facility any of the Assets located at the Mexico
          City Facility without the prior written consent of the Buyer and
          Aerovox, except for sales of Inventory in the ordinary course of
          business; or make accounting adjustments to or write-off any of the
          Assets located at the Mexico City Facility without the prior written
          consent of Aerovox and Buyer, except for normal recurring accounting
          entries. The results of any action taken by any party in violation of
          this paragraph shall not be reflected in the purchase price adjustment
          described in this Section VII.

VIII. COVENANTS OF SELLER.
      -------------------

     A.   Forthwith upon the effective date of this agreement ("Agreement"),
          Aerovox shall file and serve, in accordance with all applicable
          statutes, rules and laws relating to the filing and service of,

      1.  A motion in form and substance satisfactory to Buyer and its counsel
          approving sale procedures, including, without limitation,

          (a) approving the terms and conditions of sale set forth in this
          Agreement, including, without limitation, the payment by Seller to
          Buyer of a break up fee in the amount of Fifty Thousand ($50,000)
          Dollars in accordance with the provisions of this Agreement should the
          Closing not occur because of the acceptance by Seller of a higher
          offer and the successful consummation of such transaction; and

          (b) establishing (i) the form of notice for the "Sale Motion" (as
          defined below), which notice shall be in form and substance reasonably
          satisfactory to

<PAGE>

          Buyer and its counsel, (ii) a deadline for filing and serving
          objections to the Sale Motion and (iii) a date for a hearing on the
          Sale Motion;

     2.   A motion in form and substance reasonably satisfactory to Buyer and
          its counsel seeking authority under 11 U.S.C. ss.363(f) to sell the
          Assets owned by Aerovox to Buyer free and clear of any and all claims,
          liens, interests or encumbrances in the Assets owned by Aerovox ("Sale
          Motion"). The Sale Motion shall seek entry of an order ("Sale Order"),
          in form and substance reasonably satisfactory to Buyer and its
          counsel, allowing such motion, and containing such other provisions as
          reasonably requested by Buyer, including, without limitation,

          (a) a finding that Buyer is purchasing the Assets owned by Aerovox in
          good faith and is thereby entitled to the maximum protection available
          to good faith purchasers provided in 11 U.S.C.ss.363(m);

          (b) authorizing, empowering and directing Aerovox to perform all acts,
          execute and deliver all documents, that are reasonably necessary,
          proper or desirable as requested by Buyer to implement and consummate
          the purchase and sale contemplated by this Agreement, all without
          further order of the court or notice to any entities;

          (c) determining that the Assets owned by Aerovox are property of
          Aerovox's bankruptcy estate and that upon consummation of the purchase
          and sale contemplated by this Agreement Buyer shall have good and
          marketable title to all of the Assets owned by Aerovox free and clear
          of any and all competing claims, interests, liens and encumbrances;
          and

          (d) determining that Aerovox is authorized and empowered to execute
          and deliver documents on behalf of the Aerovox bankruptcy estate, and
          to perform acts on behalf of the estate to consummate and perform
          Aerovox's obligations to sell the Assets owned by Aerovox to Buyer,
          all without further order of the Court or notice to any entity
          whatsoever.

     3.   All other necessary and proper notices, motions and other papers
          reasonably required to obtain entry of the Sale Order, including,
          without limitation, a notice of intended sale pursuant to
          Fed.R.Bankr.P. 6004, in form and substance reasonably satisfactory to
          counsel for the Buyer, but in no event shall this Section be construed
          to require Aerovox to take action to appeal the entry of any Order of
          the Aerovox Bankruptcy Court.

   B.     Until the consummation of the transactions contemplated by this
          Agreement (the "Transaction") or termination of this Agreement, Seller
          will afford to Buyer and its agents, investment bankers, accountants,
          and other representatives working on the Transaction free and full
          access to its offices, properties, books, and records, will permit
          them to make extracts from and copies of such books and records, and
          will from time to time furnish them with such additional financial and
          operating data and other information as to its financial condition,
          results of operations,

<PAGE>

               business, properties, assets, liabilities, or future prospects as
               they from time to time may request.

          C.   Seller agrees that, until the consummation of the Transaction or
               termination of this Agreement, Seller will use its best efforts
               to preserve substantially intact Mexico City Operations and the
               assets relating thereto and conduct the Mexico City Operations in
               all respects only in the ordinary course unless otherwise
               consented to in writing by the Buyer; provided, however, that
               Seller shall not be responsible or liable for any breach of this
               paragraph resulting from any action or failure to act by Enrique
               Sanchez Aldunate or anyone under the direction or control of
               Enrique Sanchez Aldunate.

          D.   At the Closing, Seller shall either (a) execute, deliver and
               enter into an IT Network Access Agreement with Buyer in form and
               substance reasonably acceptable to the parties hereto (the "IT
               Network Access Agreement"); or (b) if the assets comprising
               Seller's information technology and computer network currently
               employed at the Mexico City Facility (the "Aerovox IT Network")
               have been sold to Parallax Power Components, Inc. or another
               buyer prior to the Closing, cause Parallax or such other
               purchaser of such assets to execute, deliver and enter into the
               IT Network Access Agreement with Buyer. If the assets comprising
               the Aerovox IT Network have not been sold to Parallax or another
               buyer prior to the Closing, Seller shall require as a condition
               of any sale of such assets that the purchaser thereof assume and
               agree to perform Seller's obligations under the IT Network Access
               Agreement. The parties shall use reasonable efforts to determine
               and agree upon the terms, conditions, form and substance of the
               IT Network Access Agreement on or before April 26, 2002.

          E.   Seller shall not be permitted to sell the Assets to any other
               entity other than Buyer unless Seller timely receives a "Higher
               Offer" (as defined below) or this Agreement is otherwise
               terminated prior to Closing in accordance with the provisions of
               Section XV below. If prior to Closing Seller timely receives a
               Higher Offer, then Seller shall (a) provide Buyer with written
               notice of its receipt of such Higher Offer and the terms thereof,
               accompanied by a copy of such Higher Offer, within two (2)
               business days following its receipt of such Higher Offer; and (b)
               provide Buyer and any entity timely submitting a Higher Offer
               with a reasonable opportunity to submit additional offers to
               purchase the Assets prior to accepting such Higher Offer pursuant
               to the provisions of Massachusetts Local Bankruptcy Rule
               6004-1(a)(1)(B). For purposes of this Agreement, the term "Higher
               Offer" shall mean an offer to buy all of the Assets for a lump
               sum cash payment at least five percent (5%) greater than the
               aggregate value of the Purchase Price, and otherwise containing
               all of the terms and conditions of this Agreement. The Assets may
               not be sold piecemeal, but may only be sold, consistently with
               the transaction contemplated in this Agreement, as a package.

     IX.  CONDITIONS PRECEDENT TO EFFECTIVENESS OF AGREEMENT.

          This Agreement shall become effective only upon satisfaction of the
          following condition: Payment of the Deposit by Buyer.

<PAGE>

     X.   CONDITIONS TO CLOSING.

        A.   Buyer's obligation to consummate the Transaction is subject to the
             following conditions:

               1.   The Sale Order shall have been entered, and shall not have
                    been stayed, modified or reversed as of the Closing date;

               2.   Seller shall have complied in all material respects with its
                    obligations under this Agreement;

               3.   There shall have been no material adverse change in the
                    business, financial condition or operations of the Mexico
                    City Operations or the condition of the Assets (provided,
                    however, that it is understood and agreed that a material
                    adverse change resulting from any intentional action or
                    omission by Enrique Sanchez Aldunate or anyone acting under
                    his direction or control shall not be considered a material
                    adverse change for purposes of this paragraph);

               4.   Receipt of written approval from BBV of the assignment to
                    and assumption by Buyer of the BBV Loan, without
                    acceleration of any amount due under the BBV Loan or any
                    requirement of the payment of any penalty, fee or similar
                    payment to BBV on account of the BBV Loan or any other
                    material modification of the terms of the BBV Loan;

               5.   As of the Closing Date, there shall be no security interests
                    or liens of any nature whatsoever on or affecting any of the
                    Assets other than: (a) Permitted Encumbrances; or (b) any
                    other liens or security interests granted to or obtained by
                    third parties after the date hereof with the knowledge and
                    consent of, or as a result of the actions of, Enrique
                    Sanchez Aldunate; and

               6.   Seller shall have executed, delivered and entered into the
                    IT Network Access Agreement or, if the assets comprising the
                    Aerovox IT Network have been sold to Parallax or another
                    purchaser prior to the Closing, Parallax or such other
                    purchaser of said assets shall have executed, delivered and
                    entered into the IT Network Access Agreement. In addition,
                    if the assets comprising the Aerovox IT Network have not
                    been sold as of the Closing Date but Seller has entered into
                    an agreement with Parallax or another purchaser for the sale
                    of such assets, Seller shall have demonstrated to the
                    reasonable satisfaction of Buyer that such agreement
                    contains provisions in form and substance reasonably
                    acceptable to Buyer requiring as a condition of such sale
                    that the purchaser thereof assume the IT Network Access
                    Agreement with Buyer and agree to perform Seller's
                    obligations thereunder;

               7.   Seller shall execute and deliver to Buyer an Assignment and
                    Assumption Agreement with respect to the Acquired Contracts
                    and the other Assumed Liabilities in a form reasonably
                    acceptable to the parties.

        B.   Seller's obligation to consummate the Transaction is subject to the
             following conditions:

<PAGE>

               1.   Entry of the Sale Order;

               2.   Payment of the balance of the Purchase Price;

               3.   The Buyer shall have complied in all material respects with
                    its obligations under this Agreement;

               4.   The Buyer shall have obtained and delivered to Seller (a)
                    the written approval from BBV of the assignment to and
                    assumption by Buyer of the BBV Loan, without acceleration of
                    any amount due under the BBV Loan or requirement of payment
                    of any amount to BBV on account of the BBV Loan or
                    otherwise; and (b) the full and complete release by BBV of
                    Seller from any and all liability under or related to the
                    BBV Loan;

               5.   If required pursuant to the provisions of Section XII
                    hereof, Buyer shall have executed, delivered and entered
                    into a Mutual Noncompetition Agreement with the buyer of the
                    "Remaining Assets" of Aerovox (as defined in Section XII
                    hereof), the form and substance of which will be agreed upon
                    in writing by the parties on or before April 26, 2002.

               6.   Delivery by Buyer for cancellation of the original
                    Promissory Note dated __________ and payable by Aerovox,
                    Inc. to ______________ (the "Noteholder") in the original
                    principal amount of $_____________;

               7.   Buyer shall have caused the Noteholder to (a) instruct the
                    escrow agent holding of the original stock certificate for
                    ___ shares of capital stock of Aerovox Mexico securing the
                    repayment of the Promissory Note referred to in the
                    preceding paragraph to release such stock certificate to
                    Seller; and (b) cancel the related pledge agreement;

               8.   Buyer shall execute and deliver to Seller an Assignment and
                    Assumption Agreement with respect to the Acquired Contracts
                    and the other Assumed Liabilities in a form reasonably
                    acceptable to the parties; and

               9.   Buyer shall deliver to Seller the Employer Substitution
                    Agreements in form and substance reasonably acceptable to
                    the parties and customary for transactions of this nature.

     XI.  RELEASES.

        A.   At (and subject to the occurrence of) the Closing of the sale of
             the Assets contemplated by this Agreement, Buyer, Hobir Holdings,
             B.V., Kato Holdings, B.V., Bires Investments, B.V., Kasri Holding,
             B.V., Tako Holding, B.V., Renko Investments, B.V., Compania General
             de Electronica, S.A. de C.V., Inmobiliaria Industrial S.A. de C.V.
             and Enrique Sanchez Aldunate and their respective affiliates,
             partners, subsidiaries, heirs, administrators, executors, past and
             present officers, directors, shareholders, agents, attorneys,
             employees, predecessors, successors and assigns (the

<PAGE>

               "Buyer Parties") shall, and hereby do, remise, release and
               forever discharge Seller and their affiliates, partners,
               subsidiaries, past and present officers, directors, shareholders,
               agents, attorneys, employees, predecessors, successors and
               assigns (the "Seller Parties") of and from all claims, causes of
               action, suits, charges, complaints, debts, sums of money,
               promises, demands, actions, accounts, covenants, contracts,
               agreements, damages, and all liabilities of every kind, nature,
               or description, direct or indirect, known or unknown, matured or
               not matured, liquidated or unliquidated, fixed or contingent,
               whether arising at law or in equity which the Buyer Parties ever
               had, now have or which they may have in the future against the
               Seller Parties with respect to matters arising from the beginning
               of the World to the time of Closing of the transactions
               contemplated hereby; provided, however, that the foregoing does
               not apply to or operate as a release with respect to any of the
               following: (i) any right of indemnification or right to insurance
               coverage or proceeds that Enrique Sanchez Aldunate may be
               entitled to, if any, as a result of his having served as a
               Director or officer of Aerovox or Aerovox Mexico, whether
               pursuant to the Certificate of Incorporation or By-Laws of
               Aerovox, applicable law, agreement or otherwise; or (ii) any
               obligation or liability of the Seller or any right or remedy of
               the Buyer pursuant to this Agreement or any of the documents,
               instruments or agreements executed by the parties in connection
               herewith.

          B.   At (and subject to the occurrence of) the Closing of the sale
               of the Assets contemplated by this Agreement, the Seller Parties
               shall, and hereby do, remise, release and forever discharge the
               Buyer Parties of and from all claims, causes of action, suits,
               charges, complaints, debts, sums of money, promises, demands,
               actions, accounts, covenants, contracts, agreements, damages, and
               all liabilities of every kind, nature, or description, direct or
               indirect, known or unknown, matured or not matured, liquidated or
               unliquidated, fixed or contingent, whether arising at law or in
               equity which the Seller Parties ever had, now have or which they
               may have in the future against the Buyer Parties with respect to
               matters arising from the beginning of the World to the time of
               Closing of the transactions contemplated hereby; provided,
               however, that the foregoing does not apply to or operate as a
               release with respect to (i) any defense that may exist with
               respect to claims for indemnification or insurance by Enrique
               Sanchez Aldunate, as a result of his having served as a Director
               or officer of Aerovox or Aerovox Mexico, whether pursuant to the
               Certificate of Incorporation or By-Laws of Aerovox, applicable
               law, agreement or otherwise, and (ii) any obligation or liability
               of the Buyer or any right or remedy of the Seller pursuant to
               this Agreement or any of the documents, instruments or agreements
               executed by the parties in connection herewith.

     XII. ANCILLARY MATTERS.

          A.   If during the period from February 23,2002, through the Closing
               Date Seller receives any claims or complaints relating to
               products sold by Seller which were manufactured at the Mexico
               City Facility ("Customer Claims"), Seller shall refer all such
               Customer Claims to Enrique Sanchez Aldunate for handling. Enrique
               Sanchez Aldunate shall have sole and exclusive authority to
               negotiate, resolve and settle all such Customer Claims, provided
               that prior to entering into any binding agreement to resolve or
               settle any Customer Claim he obtains approval thereof from Robert
               Elliott or F. Randal

<PAGE>

          Hunt on behalf of Aerovox, which approval shall not be unreasonably
          withheld or delayed.

      B.  Upon request of Seller in order to facilitate the consummation of the
          sale by Aerovox of its remaining assets (other than the Assets and the
          stock of B.H.C. Aerovox Ltd.) (the "Remaining Assets"), Buyer and
          Enrique Sanchez Aldunate shall enter into a Mutual Noncompetition
          Agreement with the purchaser of the Remaining Assets in form and
          substance reasonably acceptable to the parties hereto and the
          purchaser of the Remaining Assets (the "Mutual Noncompetition
          Agreement"); provided, however, that Buyer shall not be required to
          execute or enter into the Mutual Noncompetition Agreement unless the
          purchaser of the Remaining Assets executes and enters into the Mutual
          Noncompetition Agreement. The parties shall use reasonable efforts to
          determine and agree upon the scope, terms and conditions, and form and
          substance of the Mutual Noncompetition Agreement on or before April
          26, 2002.

      C.  Subject to the consummation of the transactions contemplated hereby,
          Buyer shall indemnify Seller for any and all claims by Compania
          General de Electronica S.A. de C.V. and Inmobiliaria Industrial S.A.
          de C.V. (collectively, the "Landlord") for breach, rejection or
          termination of any of the leases for the premises at which the Mexico
          City Facility is located (collectively, the "Leases").

XIII. FOIL SUPPLY AGREEMENT.

      For a period of 90 days following the Closing, Aerovox shall supply Buyer
      with aluminum foil of the type presently used by Aerovox Mexico in the
      Mexico City Operations in a minimum amount of 150,000 square meters of
      foil and a maximum amount of 250,000 square meters of foil. Buyer shall
      notify Aerovox within 30 days after Court approval of the Sale Order of
      its exact foil requirements (including types, amounts and delivery
      schedule), but such amount shall not be less than 150,000 square meters of
      foil over the 90 day period. If Buyer fails to timely notify Aerovox of
      its requirements, Buyer shall not only be responsible for purchase of the
      150,000 square meters of foil, but shall also be responsible to purchase
      the full amount of 250,000 square meters of foil. The purchase price to be
      paid by Buyer in exchange for such foil shall be the price of such product
      in effect on February 23, 2002, as set forth on the price list attached
      hereto as Exhibit F and hereby made a part hereof, which amounts shall be
      payable by Buyer within 30 days after delivery to Buyer of the applicable
      product.

XIII. CLOSING.

      A.  The consummation of the transactions contemplated hereby (the
          "Closing") shall occur at the offices of Hanify & King, P.C., One
          Federal Street, Boston, Massachusetts 02110, on June 18, 2002;
          provided, however, that such date of Closing may be extended for an
          additional period of ten (10) days to June 28, 2002, upon written
          notice from Seller to Buyer to the effect thereof if (and only if) (i)
          the Sale Approval Order shall not have been entered by the Bankruptcy
          Court on or prior to June 18, 2002 and (ii) all other conditions to
          Closing set forth in Article X shall have

<PAGE>

          been satisfied or waived, or at such other time and place as shall be
          mutually agreed to between the parties (the "Closing Date").

     B.   At the Closing, (a) the Seller and Buyer will execute, acknowledge (if
          appropriate), and deliver to the other such instruments of sale,
          transfer, conveyance, assignment and assumption, and other documents
          and agreements as a party and its counsel may reasonably request in
          order to effect the sale, transfer, conveyance and assignment to Buyer
          of valid ownership of all of the Assets and consummate the other
          transactions and agreements contemplated by this Agreement; and (b)
          Seller shall deliver to the Buyer, or otherwise take all reasonable
          steps as may be necessary to put the Buyer in possession and control
          of, all of the Assets.

XIV. TERMINATION.

     A.   The Buyer may terminate this Agreement by giving written notice to the
          Seller at any time prior to the Closing (1) in the event the Seller
          has breached this Agreement in any material respect, or (2) if the
          Closing shall not have occurred on or before July 15, 2002 (other than
          as a result of a breach of this Agreement by Buyer); or (3) if a
          Chapter 11 Trustee is appointed in the bankruptcy proceedings in which
          Aerovox is a party or if such bankruptcy is converted for any reason
          from a Chapter 11 to a Chapter 7 proceeding; or (4) if the parties
          fail to agree in writing on the contents of Exhibit B hereto or the
          terms, conditions, form and substance of either the Mutual
          Noncompetition Agreement or the IT Network Access Agreement on or
          before April 26, 2002, as contemplated by Sections II(A)(2)(c),
          VIII(D) and XII(B) above, respectively.

     B.   The Seller may terminate this Agreement by giving written notice to
          the Buyer at any time prior to the Closing (1) in the event the Buyer
          has breached this Agreement in any material respect, or (2) in the
          event that the Bankruptcy Court authorizes the sale to a bidder
          submitting a Higher Offer, provided that prior to Seller's acceptance
          of such Higher Offer Buyer is given written notice of Seller's receipt
          of such Higher Offer (accompanied by a copy thereof) and a reasonable
          opportunity to submit a competing offer to purchase the Assets in
          accordance with the provisions of Section VIII(E) above; (3) in the
          event the Bankruptcy Court denies the Motion for approval of the Sale
          Order; or (4) in the event of the termination of the Purchase and Sale
          Agreement between Aerovox and Parallax (or any other party purchasing
          the Remaining Assets) relating to the sale of the Remaining Assets
          (the "Aerovox Agreement") (i) by the Buyer of the Remaining Assets for
          any reason other than a breach by Seller, or (ii) by Seller for any
          reason other than by mutual agreement with the proposed purchaser of
          the Remaining Assets; or (5) if the Closing shall not have occurred on
          or before July 15, 2002 (other than as a result of a breach of this
          Agreement by Seller), or (6) if the parties fail to agree in writing
          on the contents of Exhibit B hereto or the form and substance of the
          Mutual Noncompetition Agreement on or before April 26, 2002, as
          contemplated by Sections II(A)(2)(c) and XII(B) above, respectively.

     C.   In the event of any termination of this Agreement pursuant to this
          Section, Seller shall, as soon as reasonably practicable but in any
          event within 5 business days

<PAGE>

          thereafter, return to Buyer the entire $300,000 deposit paid by Buyer
          hereunder together with any interest earned thereon, unless such
          termination results solely from a breach by Buyer of the provisions of
          this Agreement in which event Buyer shall forfeit the deposit in full
          satisfaction of any claims Seller may have against Buyer resulting
          from Buyer's breach. Thereafter, the rights and obligations of the
          parties hereto under this Agreement shall terminate (other than the
          provisions related to the treatment of the Deposit) and there shall be
          no liability of any party hereto to any other party hereunder (other
          than the liability of Seller, if any, for any breach by Seller of this
          Agreement) and each party hereto shall bear its own expenses incurred
          in connection with the negotiation, preparation, execution and
          performance of this Agreement.

     D.   Subject to Bankruptcy Court approval of the motion described in
          Section VIII(A)(1)(a) above, in the event of the termination of this
          Agreement by Seller pursuant to Paragraph B(2) above, Seller shall, in
          addition to returning Buyer's deposit in accordance with the
          provisions of Paragraph C above, pay Buyer a break-up fee equal to
          $50,000, which amount shall be payable by wire transfer of immediately
          available funds within 5 business days following the effective date of
          termination.

XV.  MISCELLANEOUS.

     A.   Following the Closing, Seller shall execute such other and further
          documents and agreements as reasonably requested by Buyer to
          effectuate and implement the transactions contemplated by this
          Agreement.

     B.   This Agreement is intended to be, and shall be construed as, a
          document under seal under the laws of the Commonwealth of
          Massachusetts, without regard to its conflicts of laws provisions. Any
          disputes arising under this Agreement shall be adjudicated in the
          United States Bankruptcy Court for the District of Massachusetts.

     C.   This Agreement shall not confer any rights or remedies upon any person
          or entity other than the parties and their respective successors and
          assigns.

     D.   This Agreement constitutes the entire agreement between the parties
          with respect to the subject matter hereof, and supersedes any prior
          understandings, agreements, or representations by or between the
          parties, written or oral, to the extent they have related in any way
          to the subject matter hereof.

     E.   No amendment, modification or waiver of any provision of this
          Agreement shall be valid unless the same shall be in writing and
          signed by the Buyer and the Seller or in the case of a waiver, by the
          party waiving compliance.

     F.   Buyer may assign its rights and obligations under this Agreement to
          any entity, the majority of the equity of which is owned (directly or
          indirectly) by Enrique Sanchez Aldunate and/or members of his family,
          so long as the Buyer Parties remain responsible for the release of any
          claims as provided in Section XI herein.

<PAGE>

     G.   All notices, requests, consents, and other communications under this
          Agreement shall be in writing, and shall be delivered by hand or sent
          by reputable overnight courier service or electronic facsimile
          transmission (with a copy sent by first class mail, postage prepaid)
          or mailed by first class certified or registered mail, return receipt
          requested, postage prepaid:

     If to the Buyer, to

     Enrique Sanchez Aldunate, Gerente General,
     Nueva Generacion Manufacturas S.A. de C.V.
     Tezozomoc 239 y San Antonio
     Atzcapotzalco, Mexico, D.F., 02760
     Facsimile No. 011-52-55-53-52-53-85,

     with a copy (which shall not constitute notice) to

     Jeffrey D. Sternklar, Esq.,
     Duane Morris LLP,
     470 Atlantic Avenue, Boston, Massachusetts 02210
     Facsimile No. 617-289-9201; and

     If to the Seller, to
     Aerovox, Inc.
     167 John Vertente Boulevard,
     New Bedford, Massachusetts 02745
     Facsimile No. (508) 910-3179
     Attention: Robert Elliott

     with a copy (which shall not constitute notice), to

     Harold B. Murphy, Esq.
     Hanify & King, P.C.,
     One Federal Street
     Boston, MA 02210
     Facsimile No. 617-556-8985

     Notices provided in accordance with this Section shall be deemed delivered
     (i) if personally delivered or sent by electronic facsimile transmission,
     when received, or (ii) if sent by overnight courier service, 24 hours after
     deposit with such courier service, or (iii) if sent by certified or
     registered mail, return receipt requested, 48 hours after deposit in the
     mail. Either party may change the address to which notices, requests,
     demands, claims, and other communications hereunder are to be delivered by
     giving the other party notice in the manner herein set forth.

     H.   Access to Information; Maintenance of Records.

               (1)  Following the Closing, for a period of the later of (i)
                    three (3) years after the Closing Date and (ii) the date of
                    entry of an order of the

<PAGE>

                         Aerovox Bankruptcy Court closing the Aerovox Bankruptcy
                         Case, or if converted to a case under Chapter 7 of the
                         Bankruptcy Code, an order of the Bankruptcy Court
                         closing such case, each party and its representatives
                         shall have reasonable access to all of the books and
                         records compiled with respect to the period prior to
                         the Closing Date relating to the business of Aerovox
                         Mexico or the Assets, including all information
                         pertaining to the Acquired Contracts, all employee
                         records or other personnel and medical records required
                         by law, legal process or subpoena, in the possession of
                         the other party to the extent that such access may
                         reasonably be required by such party in connection with
                         the Acquired Contracts, or other matters relating to or
                         affected by the operation of the business of Aerovox
                         Mexico and the Assets.

                    (2)  Such access shall be afforded by the party in
                         possession of such books and records upon receipt of
                         reasonable advance notice and during normal business
                         hours; provided, however, that: (i) any such access
                         shall be conducted in such a manner as not to interfere
                         unreasonably with the operation of the business of any
                         party; (ii) no party shall be required to take any
                         action which would constitute a waiver of the
                         attorney-client privilege; (iii) no party shall be
                         required to take any action which would reveal
                         confidential or proprietary information; and (iv) no
                         party shall be required to supply the other party with
                         any information which such party is under a legal
                         obligation not to supply. The applicable party
                         exercising this right of access shall be solely
                         responsible for any costs or expenses incurred by it
                         hereunder.

                    (3)  If the party in possession of such books and records
                         shall desire to dispose of any such books and records
                         prior to the expiration of such period, such party
                         shall, prior to such disposition, give the other party
                         a reasonable opportunity at such other party's expense,
                         to segregate and remove such books and records as such
                         other party may select.

          (I)  Counterparts. This Agreement may be executed in one or more
               counterparts, each of which shall be deemed an original, but all
               of which together shall constitute one and the same instrument.

                           [SIGNATURE PAGES TO FOLLOW]

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement under seal
as of this ___ day of April, 2002

AGREED AND ACCEPTED:

BUYER:

Nueva Generacion Manufacturas S.A. de C.V.


BY/S/ ENRIQUE SANCHEZ ALDUNATE
------------------------------
       Enrique Sanchez Aldunate, President

SELLER:

Aerovox Incorporated

BY/S/ ROBERT D. ELLIOTT
-----------------------
       Robert Elliott, President


Aerovox de Mexico, S.A. de C.V.


BY/S/ ROBERT D. ELLIOTT
-----------------------

       Robert Elliott, President

(Printed Name and Title)

AGREED AND ACCEPTED WITH RESPECT TO SECTIONS VII(F), XI (A) AND XII(A) ONLY, AND
FOR NO OTHER PURPOSE:

BY/S/ ENRIQUE SANCHEZ ALDUNATE
------------------------------
Enrique Sanchez Aldunate, individually

AGREED AND ACCEPTED WITH RESPECT TO ARTICLE XI (A) ONLY, AND FOR NO OTHER
PURPOSE:

Hobir Holdings, B.V.


BY/S/FRANCISCA LUCIA
--------------------
Name: Francisca Lucia
Its:Legal Representative

<PAGE>

Kato Holdings, B.V.


BY/S/FRANCISCA LUCIA
--------------------
Name: Francisca Lucia
Its:Legal Representative


Bires Investments, B.V.


BY/S/FRANCISCA LUCIA
--------------------
Name: Francisca Lucia
Its:Legal Representative


Kasri Holding, B.V.


BY/S/FRANCISCA LUCIA
--------------------
Name: Francisca Lucia
Its:Legal Representative

Tako Holding, B.V.


BY/S/FRANCISCA LUCIA
--------------------
Name: Francisca Lucia
Its:Legal Representative

Renko Investments, B.V.


BY/S/FRANCISCA LUCIA
--------------------
Name: Francisca Lucia
Its:Legal Representative


Compania General de Electronica, S.A. de C.V.


BY/S/ ENRIQUE SANCHEZ
---------------------
Name: Enrique Sanchez
Its:General Manager

<PAGE>

Inmobiliaria Industrial S.A. de C.V


BY/S/FRANCISCA LUCIA
--------------------
Name: Francisca Lucia
Its:Legal Representative

<PAGE>

Exhibits:

         A    Aerovox Mexico Contracts and Agreements
         B    Aerovox Contracts and Agreements
         C    Allocation of Purchase Price
         D    Escrow Agreement
         E    Initial Working Capital Statement
         F    Foil Price List

<PAGE>

                                                                       EXHIBIT A

                     AEROVOX MEXICO CONTRACTS AND AGREEMENTS

                            COMERCIAL CONTRACT WITH:

1.- COVENCA, customer, purchase agreement, April 1999
2.- MABE MEXICO, customer, purchase agreement, June 2001
3.- OSRAM , customer, purchase agreement, March 2000
5.- TECUMSEH, customer, purchase agreement, July 1998

                        REPRESENTATIVES AGREEMENTS WITH:

1.- ED GLASS ASSOCIATES, representation  agreement, April 1999
2.- A. W. KROESSLER, representation  agreement, October 1999
3.- SISLER & ASSOCIATES, representation  agreement, Jan. 2001
4.- COVENCA Venezuela, representation  agreement, April 1999

                            REAL STATE CONTRACT WITH:

1.- Compania General de Electronica, lease of the building located on TEZOZOMOC
239, April 1999
2.- Compania General de Electronica, lease of the building located on TOCHTLI
352, April 1999
3.- Compania General de Electronica, for the services of buildings located on:
TEZOZOMOC 239 and TOCHTLI 352, April 1999
4.- INMOBILIARIA INDUSTRIAL lease of the building located on TOCHTLI 368 May
2001.
5.- INMOBILIARIA INDUSTRIAL for the services of buildings located on: TOCHTLI
368 May 2001.

                            OTHER SERVICES CONTRACTS

1.- MAITEAM, IT equipment yearly service, August 2001
2.- BUFETE CESAR ROEL, labor litigation firm, Nov. 1995
3.- XEROX, copier maintenance, Jan. 2002
4.- XEROX, copier maintenance, Dec. 2001
5.- BAACNIE, security personnel, Dec. 2001
6.- ALCATEL, switch board yearly maintenance, July 2001
7.- TAMEME, transportation of payroll and cash, March 2000
8.- AGILENT TECHNOLOGIES, equipment calibration, Jan. 2001

<PAGE>

                                                                       EXHIBIT B

  None.

<PAGE>

                                                                       EXHIBIT C

                          ALLOCATION OF PURCHASE PRICE

         The purchase price will be allocated to the purchased assets as follows
in sequence:

            1. Accounts receivable will be offset by accounts payable and the
               outstanding principal balance of the BBV loan. The balance of
               accounts receivable greater than the offsets, if any remains,
               will represent an allocation of the purchase price.

            2. If, after the allocation described in number 1 above, there is
               an unallocated balance remaining of the purchase price, the
               unallocated purchase price will be allocated to the Consignment
               Inventory.

            3. If, after the allocation described in number 2 above, there is
               an unallocated balance remaining of the purchase price, up to
               $270,000 of the unallocated purchase price will be allocated to
               the machinery, equipment, fixtures and construction in progress
               owned by Aerovox Mexico at Closing and located at the Mexico
               City Facility.

            4. If, after the allocation described in number 3 above, there is
               an unallocated balance remaining of the purchase price, up to
               $30,000 of the unallocated purchase price will be allocated to
               the machinery, equipment, fixtures and construction in progress
               owned by Aerovox at Closing and located at the Mexico City
               Facility.

            5. If, after the allocation described in number 4 above, there is
               an unallocated balance remaining of the purchase price, the
               unallocated purchase price will be allocated to the Mexico City
               Inventory.

            6. If, after the allocation described in number 5 above, there is
               an unallocated balance remaining of the purchase price, the
               unallocated purchase price will be allocated to Goodwill.

<PAGE>

                                                                       EXHIBIT D

                                ESCROW AGREEMENT

      Escrow Agreement made and entered into by and among Nueva Generacion
Manufacturas S.A. de C.V., a Mexican corporation (the "Buyer"), Aerovox,
Incorporated, a Delaware corporation ("Aerovox"), Aerovox de Mexico, S.A. de
C.V., a Mexican corporation ("Aerovox Mexico" and, together with Aerovox, the
"Seller"), and Hanify & King, P.C., a law firm with offices in Boston,
Massachusetts (the "Escrow Agent").

                                    RECITALS

      Buyer and Seller are parties to a certain Agreement Regarding Purchase of
Certain Assets dated of even date herewith (the "Purchase Agreement") providing
for the sale by the Seller to the Buyer of certain assets of the Seller as
therein provided. All capitalized terms not otherwise defined herein shall have
the meanings given to them in the Purchase Agreement.

      Section VI(A) of the Purchase Agreement provides for the deposit of
certain monies into escrow by Buyer pursuant to this Agreement.

      NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:

      1.  The Escrow Fund. Simultaneously with the execution of this Agreement,
the Buyer has delivered to the Escrow Agent by certified or bank cashier's check
or wire transfer of funds the sum of Three Hundred Thousand and 00/100
($300,000.00). The Escrow Agent shall deposit such amount in an interest bearing
deposit account at a financial institution of its choice, and disburse same in
accordance with the provisions of this Agreement. Such amount, together with the
earnings thereon, are herein called the "Escrow Fund." It is understood and
agreed that any interest earned in respect of the Escrow Fund shall be taxable
to the Buyer and the Seller in proportion to the total amounts distributed to
each hereunder.

<PAGE>

      2.  Disposition of the Escrow Fund. (a) If the Closing under the Purchase
Agreement occurs, then, at the Closing, the Escrow Agent shall pay the Escrow
Fund to the Seller.

          (b)  If the Closing under the Purchase Agreement does not take place
because of a material breach by the Buyer of its covenants or obligations under
the Purchase Agreement, and if the Seller is not then in material breach of its
representations, warranties, covenants or obligations under the Purchase
Agreement, then, upon a claim for payment made by the Seller, the Escrow Agent
shall pay the Escrow Fund to the Seller as provided in the Purchase Agreement.
In any other case if the Closing does not occur, then, upon a claim for payment
made by the Buyer, the Escrow Agent shall pay the Escrow Fund to the Buyer. All
claims and payments under this Section 2(b) shall be made in accordance with the
procedures set forth in Section 2(c) below.

(c)  In the event of a claim for payment under this Agreement by either the
Seller or the Buyer, the party claiming such payment (the "Claiming Party")
shall give written notice to the other party (the "Other Party") and to the
Escrow Agent stating that the Claiming Party is entitled to payment of the
Escrow Fund in accordance with the provisions hereof and of the Purchase
Agreement. If, within fifteen (15) days after receipt of such notice by the
Escrow Agent and the Other Party, the Escrow Agent does not receive written
notice from the Other Party disputing the Claiming Party's right to payment of
the Escrow Fund, then the Escrow Agent shall promptly pay the Escrow Fund to the
Claiming Party. If, within such fifteen (15) day period, the Escrow Agent
receives written notice from the Other Party disputing the Claiming Party's
right to payment of the Escrow Fund, then the Escrow Agent shall retain the
Escrow Fund until (i) the rights of Buyer and Seller have been determined by
final judgment of a court of competent jurisdiction and the Escrow Agent has
received evidence reasonably satisfactory to it of such final judgment, at which
time the Escrow Agent shall promptly disburse

<PAGE>

the Escrow Fund in accordance with such final judgment, or (ii) the Escrow Agent
has received written instructions signed by both the Seller and Buyer as to the
disposition of the Escrow Fund, at which time the Escrow Agent shall promptly
disburse the Escrow Fund in accordance with such written instructions. A final
judgment shall be a judgment as to which the period of time for appealing such
judgment has expired without an appeal having been timely made, or, if an appeal
is timely made, as to which such appeal has been disposed of and there is no
recourse to further appeals.

         3.  Provisions as to Escrow Agent. (a) The Escrow Agent shall have no
liability to any party on account of any investment of funds in accordance with
this Agreement. In the event of any dispute regarding this Agreement, the Escrow
Agent may deposit the Escrow Fund in an appropriate court and therein commence
an action for interpleader or action of similar nature, and the Escrow Agent
shall cease to have any other obligations or liabilities hereunder with respect
to the funds so deposited. Buyer acknowledges that Escrow Agent is also counsel
to Seller and agrees that Escrow Agent may continue to represent Seller in
connection with the related transaction for all purposes.

             (b)  The Escrow Agent shall be protected in acting upon any written
notice, statement, certificate, waiver, consent or other instrument or document
which the Escrow Agent believes to be genuine. The Escrow Agent shall not be
liable for any error of judgment, or for any act done or step taken or omitted
in good faith, or for anything which the Escrow Agent may do or refrain from
doing in connection with this Agreement, except that the Escrow Agent shall be
liable for its own willful misconduct or gross negligence. In no event shall the
Escrow Agent be required to account for any funds subsequent to disposition
thereof by the Escrow Agent in accordance with this Agreement.

             (c)  The Escrow Agent may consult with and obtain advice from legal
counsel

<PAGE>

in the event of any dispute or question as to the construction of any of the
provisions of this Agreement or the Escrow Agent's duties hereunder, and the
Escrow Agent shall incur no liability and shall be fully protected in acting in
accordance with the opinion of such counsel.

             (d)  The Escrow Agent shall not be compensated for its services
hereunder, but shall be reimbursed for any and all out-of-pocket expenses
incurred in connection with its duties hereunder, such reimbursement to be paid
equally by the Buyer and Seller promptly upon written request therefor by the
Escrow Agent.

         4.  Notice. Any notice or communication required or permitted to be
given under this Agreement shall be given in the manner and at the address set
forth in said Section XVI(G) of the Purchase Agreement. Any such notice or
communication to the Escrow Agent shall be given at the following address:

                  Hanify & King, P.C.
                  One Federal Street
                  Boston, MA 02110
                  Attn:  Harold  Murphy, Esq.

or at such other address as such Escrow Agent may hereafter designate by written
notice to the Buyer and Seller. Any payment to the Buyer or Seller pursuant to
this Agreement shall be made at the address to which notice is to be given to
such party pursuant to the terms hereof.

         5.  Miscellaneous. (a) This Agreement shall be construed under and
governed by the laws of the Commonwealth of Massachusetts.

             (b)  The headings contained in this Agreement are for reference
purposes only, and shall not affect the meaning or interpretation of this
Agreement.

             (c)  This Agreement may be amended only by a written instrument
signed by all the parties hereto. No provisions of this Agreement may be waived
except by an instrument in writing signed by the party sought to be bound. No
failure or delay by any party in exercising

<PAGE>

any right or remedy hereunder shall operate as a waiver thereof, and a waiver of
a particular right or remedy on one occasion shall not be deemed a waiver of any
other right or remedy or a waiver on any subsequent occasion.

             (d)  This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.

<PAGE>

       IN WITNESS WHEREOF, the parties have executed this Escrow Agreement under
seal as of the 18/th/ day of April, 2002.

                                Nueva Generacion Manufacturas S.A. de C.V.


                                      BY/S/ENRIQUE SANCHEZ
                                      --------------------
                                           (Signature)

                                      Enrique Sanchez, President
                                      --------------------------
                                      (Printed Name and Title)


                                AEROVOX, INCORPORATED


                                      BY/S/ROBERT D. ELLIOTT
                                      ----------------------
                                            (Signature)

                                      Robert D. Elliott, President and CEO
                                      ------------------------------------
                                      (Printed Name and Title)

                                AEROVOX de MEXICO, S.A. de C.V.


                                      BY/S/ROBERT D. ELLIOTT
                                      ----------------------
                                            (Signature)

                                      Robert D. Elliott, President and CEO
                                      ------------------------------------
                                      (Printed Name and Title)


                                HANIFY & KING, P.C.



                                      BY/S/ROBERT E. RICHARDS
                                      -----------------------
                                      (Signature)

                                      Robert E. Richards
                                      ------------------
                                      (Printed Name and Title)

<PAGE>

                                                                       EXHIBIT E

                             Unaudited Statement of
                           Mexico City Working Capital
                             As of February 23, 2002
                (Exchange rate of 9.10 pesos to 1.00 U.S. dollar)

<TABLE>
<S>                                                                                  <C>
Accounts Receivable Gross ($M.N. - pesos)                                            $   17,352,589
(1103, 1104, 1105, 3107)

Inventories, Gross                                                                       30,618,724
(1111, 1113, 1114, 1117, 1119, 1120, 1121, 1122, 1123)

Prepaid Expenses and Other Current Assets                                                   207,886
(1301, 1401)

Recoverable Income Taxes                                                                          0
(Not transferable)

Machinery and Equipment, Cost                                                            36,596,600
(1202, 1203, 1204, 1205, 1207, 1208, 1209)

Construction in Progress                                                                     46,327
(1206)

Other Assets                                                                                      0
                                                                                      -------------

   Mexico City Assets                                                                $   84,822,126

Accounts Payable                                                                         (6,936,019)
(2102, 2103)

Accrued Compensation and Related Expenses                                                  (664,103)
(2115)

Other Accrued Expenses                                                                   (1,217,859)
(2104 except for intercompany)

   Mexico City Liabilities
                                                                                      -------------
                                                                                         (8,817,981)


   Mexico City Working Capital less U.S. inventory, in $M.N. (pesos)                 $   76,004,145
                                      Divided by exchange rate                                 9.10
                                                                                      -------------

   Mexico City Working Capital less U.S. inventory, in $U.S.                         $    8,352,104

Inventory at, or in transit to, Hiatt and Whirlpool consignment warehouses                  604,670
                                                                                      -------------

   Mexico City Working Capital in $U.S.                                              $    8,956,774
</TABLE>

Note: The numbers in parentheses represent the general ledger accounts from the
Mexico City books of original entry that aggregate to the total shown.

<PAGE>

                                                                       EXHIBIT F
                                 FOIL PRICE LIST

CODE          ACUTAL DESCRIPTION                UNIT             ACUTAL PRICE
                                                                 USD

06239         8VW-415 FV                        M2               7.53
06210         9LE-140 FV                        M2               4.69
06136         9LE-165 FV                        M2               4.69
06221         9LE-185 FV                        M2               4.69
06220         9VE-220 FV                        M2               5.50
06180         9VR-185 FV                        M2               5.00
06196         9VR-250 FV                        M2               6.45
06149         9VR-280 FV                        M2               6.45
06198         9VR-325 FV                        M2               6.45
06178         9VR-340 FV                        M2               7.00
06222         9VR-360 FV                        M2               7.00
06145         CATODO 2122 S                     M2               0.75
06065         TAB 0.20 X 8.00 MM 600 V          KG               27.98

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